D-LINK — AGM Information 2020

Jun 18, 2020

Procedure for Shareholders Meetings of D-Link Corporation

Approved at the Shareholders' Meeting on May 31, 2002.

1. Unless otherwise provided by law or regulation, the rules of procedures for this Company’s shareholders meetings, shall be as provided in these Rules.

2. The attending shareholders shall be furnished with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares and voting rights in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.

3. Attendance and voting at a shareholders meeting shall be calculated based the number of shares.

4. The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

5. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

6. The attorneys, certified public accountants, or related persons retained by the Company may attend a shareholders meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

7. The Company shall make an uninterrupted audio or video recording of the meeting and the recorded materials shall be retained for at least 1 year.

8. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the

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2attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

1. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of aforementioned paragraph may be applied to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extraordinary motions), except by a resolution of the shareholders meeting. After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, a new chair shall be promptly elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

2. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number) account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

3. When an attending shareholder is other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

4. Except with the consent of the chair, a shareholder may not speak more than twice on the same motion, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

5. When a juristic person is appointed to attend as proxy, the juristic person may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting one of the representatives so appointed may speak on the same motion.

6. After an attending shareholder has spoken chair may respond in person or direct relevant personnel to respond.

7. When the chairman is the opinion that the discussion for a motion has been discussed sufficiently to put it to a resolution, the chair may announce discontinuance of the discussion and call for resolution.

8. Vote monitoring and counting personnel for the voting on a motion shall be

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appointed by the chair, provided that all monitoring personnel shall be shareholders

of the Company. The results of the resolution(s) shall be announced in the meeting, and recorded in the meeting minutes.

1. During a meeting, the chairman may announce for a break based on time considerations.

2. Except as otherwise provided in the Company Act or in the Company's Articles of Incorporation, the resolution of a motion shall require the vote of a majority of the voting rights represented by the attending shareholders. Upon voting, if no objection is voiced after solicitation by the chairman, the resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots.

3. If there shall be an amendment or alternative to a motion, the chairman may combine the amendment or alternative into the original motion, and determine their orders for resolution. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

4. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an armband that read “ Proctor”.

5. These Rules, and any amendments hereto, shall be implemented the from the date of approval by shareholders meetings.

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Content

Page I. Meeting Procedure ................................................................................................ 1 II. Meeting Agenda ................................................................................................... 2 1. Report Items .................................................................................................... 3 2. Adoption Items ................................................................................................ 4 3. Directors Election ............................................................................................ 5 4. Discussion Items…………………………………………………………………………………………… 6 5. Extemporary Motions ...................................................................................... 6 III. Attachment 1. 2019 Business report ....................................................................................... 8 2. 2019 Audit Committees' Review Report ........................................................ 10 3. CPA’s Report and 2019 Financial Statements ................................................. 11 4. Candidates for Director Election (incl. Independent Directors) ...................... 27 5. Comparison Table of “Articles of Incorporation” before and after amendments ...................................................................................................................... 33 6. Details on Directors holding concurrent positions in other companies .......... 36 IV. Appendices 1. Articles of Incorporation (Before Amendments) ............................................ 39 2. Procedure for the Election of Directors ......................................................... 45 3. Shareholding all Directors of the Company .................................................... 47

Translation

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

D-Link Corporation

Meeting Procedure the 2020 General Shareholders'

Meeting

1. Call the Meeting to Order

(Report shareholdings of the attendances)

2. Chairperson remarks

3. Report Items

4. Adoption Items

5. Directors Election

6. Discussions Items

7. Extemporary Motions

8. Meeting Adjourned

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D-Link Corporation

Agenda for the 2020 General Shareholders' Meeting

Time: 9:00 a.m., June 15, 2020 (Monday)

Place: Liberty Square Convention Center - International Performance Hall

(2F., No. 399, Ruiguang Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.))

1. Call Meeting to Order

2. Chairman’s Remarks

3. Report Items

(1) 2019 Business report

• (2) 2019 Audit Committees' Review Report

4. Adoption Items

• (1) To adopt 2019 Business Report and Financial Statements

• (2) To adopt 2019 Deficit Compensation Proposal

5. Directors Election

Election of the 12[th] Board of Directors.

6. Discussion Items

• (1) To revise the Articles of Incorporation

• (2) To approve the release of director of non-competition restrictions for Directors

7. Extemporary Motions

8. Meeting Adjourned

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Report Items

1. 2019 Business Report

Explanatory Notes ：

• (1) For the 2019 business report, please refer to Attachment 1 (pages 8~9) of this manual.

• (2) Hereby submits this report.

2. 2019 Audit Committees' Review Report

Explanatory Notes ：

• (1) For the 2019 Audit Committees' Review Report, please refer to Attachment 2 (page 10) of this manual.

• (2) Hereby submits this report.

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Adoption Items

1. To adopt 2019 business report and financial statements

(Proposed by the Board of Directors)

Explanatory Notes ：

• (1) The 2019 financial statements of the Company were audited by the CPAs Chou, Pao-Lien and Hsieh, Chiu-Hua of KPMG, and a review report was issued. The report together with the financial statements were sent to the Audit Committee. The review was completed and a review report was issued.

• (2) For the financial statements and reports, please refer to Attachment 1 (page 8~9), Attachment 2 (page 10) and Attachment 3 (page11~26) of this manual.

• (3) Please ratify this matter.

Resolution ：

2. Appropriation of 2019 retained earnings

(Proposed by the Board of Directors)

Explanatory Notes ：

• (3) The Company’s 2019 income before tax was NTD 508,326,892. For proposed appropriation of 2019 retained earnings, please refer to the table below. It is proposed not to distribute share dividends to the shareholders.

• (4) Please ratify this matter.

Resolution ：

D-Link Corporation

Appropriation of Retained Earnings

2019

	Unit: NTD - (3,795,750) (3,865,265) 11,909,787 5,070,000 (508,326,892) (499,008,120)
Opening undistributed earnings Add(Less):	-
Adjustment for retrospective application of new standards (under equitymethod)	(3,795,750)
Changes in equity of affiliated companies accounted for using equity method Disposal of equity instrument measured at fair value through other comprehensive income by subsidiaries Remeasurements of the defined benefit plans Less: 2019 net loss	(3,865,265) 11,909,787 5,070,000 (508,326,892)
Endingaccumulated deficits	(499,008,120)

Chairwoman ： Lori Hu of Gao-Ju Investment Co., Ltd.

President ： Lori Hu

Chief Accounting Officer ： You, Shu-Chen

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Election Matter

Election of the 12[th] Board of Directors

(Proposed by the Board of Directors)

Explanatory Notes ：

• (1) The term of office 11[th] Board of Directors will expire on Apr. 27, 2020. A new Board of Directors will be elected at the 2020 Shareholders' Meeting. Pursuant to Article 195 of the Company Act, in case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

• (2) Pursuant to Article 17 of the Article of Incorporation, the 12[th] Board of 9 Directors (incl. 3 Independent Directors) shall be elected, and all 3 Independent Directors shall form the Audit Committee.

• (3) The election of Directors (including Independent Directors) shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act, and the shareholders shall elect candidates from the candidate list (please refer to attachment 4 page 27~32 ). Independent Directors and Non-Independent Directors shall be elected during the same voting session, and have votes allocated separately.

• (4) The term of the original Board shall end on the date of the Shareholders' Meeting, and the new Directors’ term of office shall start on the day of election and be 3 years. Starting from Jun. 15, 2020 to Jun. 14, 2023. For “Procedure for the Election of Directors”, please refer to Appendix 2 (page 45~46).

• (5) Please elect the new Boards of Directors.

Election Results ：

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Discussions

1. Amendments to the Company’s “Articles of Incorporation”

(Proposed by the Board of Directors)

Explanatory Notes ：

• (1) For the needs of the Company’s future operation and compliance with the relevant

law and regulations, the Company's “Articles of Incorporation” is partially amended. For amended clauses, please refer to Attachment 5 (paged 33~36).

• (2) Please decide on this matter.

Resolution ：

2. Release of director from non-competition restrictions

(Proposed by the Board of Directors)

Explanatory Notes ：

• (1) As stipulated in the Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

• (2) When the Directors are involved in the investment or operation of other businesses that are the same or similar to the Company’s business scope, under the premise that the Company’s business or interest is not affected, the Directors may be released from non-competition restrictions to facilitate the business development of the Company in accordance with Article 209 of the Company Act.

• (3) For the detailed list of director candidates serving concurrently in other companies, please refer to Attachment 6 (page 37) of this manual. It is requested to release the director candidates from non-competition restrictions starting from the date the director take office.

• (4) Please decide on this matter.

Resolution ：

Extemporary Motions

Meeting Adjourned

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Attachments

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[Attachment 1]

2019 Business Report

In 2019, a year of the trade war, D-Link’s overall global economic growth forecast was lowered. In addition, due to the intense competition in networking communication industry, in addition to the existing suppliers, online service providers have also entered the competition. Faced with the adversity, D-Link strives to maintain a certain percentage of the market share. Faced with many of the above challenges, D-Link's management team continues to uphold the operating principles of "innovation", "execution", "inheritance" and "sustainable management", actively makes necessary organization and product adjustments, and does its best to create profits for shareholders.

Regarding the financial performance in 2019, the global consolidated revenue was NTD 17 billion, a decline of 12.3% compared to that of 2018. The gross profit margin was 27.9%, a decrease of 1% from the 28.9% gross profit margin in 2018. The net operating loss was NTD 380 million, an increase of NTD 630 million from the NTD 250 million profit in 2018. The net loss after tax was NTD 510 million, an increase of NTD 620 million from the net profit after tax of NTD 110 million in 2018, and the after-tax loss per share was NTD 0.78.

The Company's 2020 sales plans for each product category are as follows:

1. Switch

2. Through continuous strengthening of sales teams around the world and the active development of SI channel network, we focus on product lines including Managed Switch, Smart Switch and Nuclias Cloud.

3. Wireless Router

4. The Company has strategic cooperation with various network service providers to integrate the application services of both parties. In addition to being one of the business winners, the Company also invests in software R&D to strengthen product application differentiation to increase its competitiveness in the high-end router market. On the other hand, the Company aims to boost the product sales through the advantage of product brand established by Wi-Fi 6 high-end routers.

5. Broadband Network Products

6. The focus of product development will be laid on high-end, high added value and customized software requirements. Therefore, the Company has launch a series of products including VDSL IAD, G.fast IAD, 11ax VDSL router and XGS-PON.

7. Mobile Broadband Devices

8. The Company invests in the R&D of related new technologies such as 5G / 4.5G and small cell, and actively integrates third-party software to improve product differentiation. The Company has planned the launch of a variety of 5G NR indoor / outdoor products.

9. Digital cameras and the IoT

10. The Company focuses on strengthening product security and integrating cloud resources and third-party software applications to launch a complete solution / platform, in aim to increase customer stickiness to respond to low-cost competition, and maintain stable profits.

The development strategy and important production and sales policies:

1. Build a complete network solution: The Company continues to develop professional capabilities for product integration, improve technical service, implement enterprise solutions, and strengthen the cooperation with VAD, VAR, and SI channels. And by introducing enterprise cloud services, the Company lowers the technical threshold and service costs of partners.

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1. Complete Cloud Netcom product line: The Company focuses on the rapid R&D development of the D-Link Cloud product line that integrates innovative service applications such as cloud monitoring, smart home, IoT, cloud storage, and mydlink platform, in aim to step ahead of the market, and build the top brand of cloud Netcom.

2. Focus on strategic and new product promotion: Focusing on consumer customers and corporate customers, as well as several key product development lines, the Company grasps the market opportunities of huge market demand in the early stages, quickly launches innovative products, and implemented the applications of Security, Mesh, Voice Control, IoT and AI. This has raised the entry barrier for competitors, consolidated the D-Link brand's market leadership in these niche products. The strategic products are as follows: Consumer market: IP Camera, 5G, LTE, Mesh Router, 11ax Router and Smart Home.

Corporate market: Managed Switch, Smart Switch and Nuclias Cloud.

1. Invest in R&D of the Company’s own software: Nowadays, the market is changing rapidly, and with the rise of the China’s red supply chain, software R&D has become an important key to differentiation. Cloud, switch and router are the core projects and the focus of the Company, and are the core R&D focus of the Company. Only through having the Company’s own core software will allow the Company to stay away from low-price competition and create more valuable products. With a long-term global strategic layout and hard work, responding to different cultures, understanding customer needs, developing and combining software development talents in various regions, the Company is able to exert its unique competitive advantage.

Looking forward to 2020, in the beginning of the year, the world is faced with the outbreak of COVID-19 in China, the rapid spreading of the epidemic. China has adopted anti-epidemic measures such as delayed resumption of work and city-wide lockdown, which has affected production and commercial activities. In addition, the US-China trade war also poses downside risks to long-term global economic growth. Facing the adversity of the business environment, in the internal aspect, D-Link will continue to strictly control the operation and management costs, actively adjust the structure of goods and channels, and improve profitability. In the external aspect, the Company will set up segmentation targets and strategic investments in accordance with market demand for product upgrades, to recover in developed markets and some emerging countries that are relatively stable. The Company will also enhance the overall product competitiveness and the Company's operating performance.

We would like to reiterate our thanks to all shareholders for your continued trust and support. The management team and all employees will continue to uphold the spirit of stable operation and sustainable development, implement corporate social responsibility, and work hard to achieve performance goals. Finally, we wish all shareholders a happy and safe life.

Chairwoman：Lori Hu of Gao-Ju Investment Co., Ltd.

President：Lori Hu

Chief Accounting Officer：You, Shu-Chen -9-

[Attachment 2]

D-Link Corporation Audit Committees' Review Report

The 2019 business report and financial statements, which were agreed upon the Audit Committee and resolved by the Board, were audited by the CPAs Chou, Pao-Lien and Hsieh, Chiu-Hua of KPMG, and a review report was issued.

In addition, the Board of Directors has prepared the Company’s 2019 Business Report, and the proposal for earnings appropriation. These have been reviewed and determined to be correct and accurate by the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.

Best regards 2020 General Shareholders' Meeting, D-Link Corporation

Convener of the Auditing Committee: Chung Shyang Fong Mar. 16, 2020

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[Attachment 3]

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

D-LINK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss ─ current (notes 6(b)) 1150 Notes receivable, net (note 6(c)) 1170 Accounts receivable, net (note 6(c)) 1180 Accounts receivable due from related parties, net (note 7) 1197 Finance lease payment receivable (note 6(d)) 1200 Other receivables (notes 6(c) and 7) 1220 Current tax assets 130X Inventories (note 6(e)) 1470 Other current assets (notes 7 and 8) Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (note 6(b)) 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (note 6(h)) 1755 Right-of-use assets (note 6(i)) 1760 Investment property, net (note 6(j)) 1780 Intangible assets (note 6(k)) 1840 Deferred tax assets (note 6(s)) 1900 Other non-current assets (note 8) Total assets	December 31, 2019 Amount % $ 3,141,284 20 70,549 - 8,802 - 3,575,633 23 217 - 30,595 - 61,806 - 40,144 - 2,836,939 18 395,518 3 10,161,487 64 440,095 3 2,029,686 13 1,081,754 7 554,077 4 39,669 - 586,308 4 634,247 4 183,687 1 5,549,523 36 $ 15,711,010 100	December 31, 2018 Amount % 4,424,864 25 8,548 - 29,541 - 4,249,038 24 217 - - - 91,417 - 33,096 - 3,111,559 18 381,409 2 12,329,689 69 482,011 3 2,208,160 13 1,101,557 6 - - 40,065 - 622,270 4 533,467 3 289,604 2 5,277,134 31 17,606,823 100 Liabilities and Equity Current liabilities: 2100 Short-term loans (note 6(l)) 2120 Financial liabilities at fair value through profit or loss ─ current (notes 6(b) and (p)) 2130 Contract liabilities ─ current (note 6(v)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 7) 2230 Current tax liabilities 2250 Provisions ─ current (note 6(n)) 2280 Current lease liabilities (note 6(m)) 2300 Other current liabilities (note 6(p)) 2365 Refund liability ─ current (note 6(o)) Non-Current liabilities: 2570 Deferred tax liabilities (note 6(s)) 2580 Non-current lease liabilities (note 6(m)) 2600 Other non-current liabilities (notes 6(r) and 7) Total liabilities Equity attributable to owners of parent: (note 6(t)) 3110 Ordinary shares 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings (Accumulated deficit) 3400 Other equity interest Total equity attributable to owners of parent: 36XX Non-controlling interests (notes 6(g) and (t)) Total equity Total liabilities and equity	December 31, 2019		December 31, 2018 Amount % 950,000 5 28,929 - 138,989 1 395 - 2,212,938 13 1,308,330 7 1,692,891 10 78,860 1 204,548 1 - - 439,869 3 607,595 3 7,663,344 44 5,968 - - - 320,579 2 326,547 2 7,989,891 46 6,519,961 37 1,669,905 9 2,107,941 12 - - 216,200 1 2,324,141 13 (1,314,520) (7) 9,199,487 52 417,445 2 9,616,932 54 17,606,823 100
			Amount %
			$ - - 86,330 1 117,443 1 577 - 1,985,581 13 926,767 6 1,471,000 9 41,155 - 207,735 1 162,888 1 352,814 2 585,189 4 5,937,479 38 168,696 1 441,586 3 237,210 2 847,492 6 6,784,971 44 6,519,961 41 1,598,807 10 2,053,379 13 205,562 1 (499,008) (3) 1,759,933 11 (1,405,287) (9) 8,473,414 53 452,625 3 8,926,039 56 $ 15,711,010 100

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See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) D-LINK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

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

2019 Amount % 4000 Net operating revenues(notes 6(r) and 7) $ 16,996,048 100 5000 Operating costs (notes 6(e), (r) and 7) 12,256,516 72 Gross profit (loss) from operations 4,739,532 28 Operating expenses: (notes 6(c), (h), (i), (j), (m), (q), (r) and (w)) 6100 Selling expenses 3,168,206 19 6200 Administrative expenses 934,954 5 6300 Research and development expenses 1,064,731 6 6450 Expected credit loss (gain) (note 6(c)) (43,603) - 5,124,288 30 Net operating income (loss) (384,756) (2) Non-operating income and expenses: 7010 Other income (notes 6(q), (x) and 7) 48,642 - 7020 Other gains and losses (note 6(p), (x) and 7) 23,678 - 7050 Finance costs (notes 6(m), (p) and (x)) (40,440) - 7060 Share of profit (loss) of associates accounted for using equity method (note 6(f)) 63,323 - Total non-operating income and expenses 95,203 - Profit (loss) before tax (289,553) (2) 7950 Less: Income tax expenses (note 6(s)) 152,188 1 Profit (loss) (441,741) (3) 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 5,070 - 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (11,305) - 8320 Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 2,019 - 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss - - (4,216) - 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss (notes 6(t) and (y)) 8361 Exchange differences on translation (86,804) - 8368 Gains (losses) on hedging instrument - - 8370 Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss (10,826) - 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6(s)) 4,016 - (93,614) - 8300 Other comprehensive loss, net (97,830) - Total comprehensive income $ (539,571) (3) Net income (loss), attributable to: Owners of parent $ (508,327) (3) Non-controlling interests 66,586 - $ (441,741) (3) Comprehensive income attributable to: Owners of parent $ (585,979) (3) Non-controlling interests 46,408 - $ (539,571) (3) Basic earnings per share (New Taiwan dollars) (note 6(u)) $ (0.78) Diluted earnings per share (New Taiwan dollars) (note 6(u)) $ (0.78)

2018 Amount % 19,383,203 100 13,781,215 71 5,601,988 29 3,308,581 17 1,006,670 5 1,008,798 5 28,968 - 5,353,017 27 248,971 2 45,965 - 41,828 - (24,114) - (15,253) - 48,426 - 297,397 2 151,944 1 145,453 1 (3,751) - 1,042 - (68,625) - - - (71,334) - (42,179) (1) (1,109) - 15,745 - (16,892) - (44,435) (1) (115,769) (1) 29,684 106,374 1 39,079 - 145,453 1 13,962 - 15,722 - 29,684 - 0.16

0.16

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See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) D-LINK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2018 Effects of retrospective application Equity at beginning of period after adjustments Profit Other comprehensive income Total comprehensive income Other changes in capital surplus: Changes in equity of associates accounted for using equity method Changes in non-controlling interests Disposal of investments in equity instruments designated at fair value through other comprehensive income Treasury shares sold to employees Balance at December 31, 2018 Effects of retrospective application (accounted for using equity method) Equity at beginning of period after adjustments Profit (loss) Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Other changes in capital surplus: Changes in equity of associates accounted for using equity method Cash dividends from legal reserve Cash dividends from capital surplus Changes in non-controlling interests Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2019								Equity attributabl	Equity attributabl	Equity attributabl	Equity attributabl	Equity attributabl	e	to owners of parent	to owners of parent	to owners of parent										Non- controlling interests Total equity
	Ordinary shares			Capital surplus			R	etained earnings						Tota	l	other equity in	te	rest				Treasury shares		Total equity attributable to owners of parent
												Exchange differences on translation of foreign financial statements		Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income		Unrealized gains (losses) on available- for-sale financial assets		Gains (losses) on effective portion of cash flow hedges		Others
						Legal reserve		Special reserve		Unappropriated retained earnings (Accumulated deficits)
	$ 6,519,961 - 6,519,961 - - - - - - - 6,519,961 - 6,519,961 - - - - - - - - - - $ 6,519,961			1,588,696 - 1,588,696 - - - 73,950 - - 7,259 1,669,905 - 1,669,905 - - - - - (5,898) - (65,200) - - 1,598,807		2,107,941 -		- -		(203,814) 226,054 22,240 106,374 (4,601) 101,773 84,340 - 7,847 - 216,200 (3,796) 212,404 (508,327) 1,205 (507,122) (10,638) (205,562) - - - - 11,910 (499,008)		(1,102,381) - (1,102,381) - (49,230) (49,230) - - - - (1,151,611) - (1,151,611) - (85,090) (85,090) - - - - - - - (1,236,701)		- (73,190) (73,190) - (66,734) (66,734) - - (7,847) - (147,771) - (147,771) - (5,421) (5,421) - - - - - - (11,910) (165,102)		152,864 (152,864) - - - - - - - - - - - - - - - - - - - - - -		1,109 -		(44,400) - (44,400) - 29,262 29,262 - - - - (15,138) - (15,138) - 11,654 11,654 - - - - - - - (3,484)		(17,912) - (17,912) - - - - - - 17,912 - - - - - - - - - - - - - -		9,002,064 - 9,002,064 106,374 (92,412) 13,962 158,290 - - 25,171 9,199,487 (3,796) 9,195,691 (508,327) (77,652) (585,979) - - (5,898) (65,200) (65,200) - - 8,473,414		405,706 9,407,770 - - 405,706 9,407,770 39,079 145,453 (23,357) (115,769) 15,722 29,684 - 158,290 (3,983) (3,983) - - - 25,171 417,445 9,616,932 - (3,796) 417,445 9,613,136 66,586 (441,741) (20,178) (97,830) 46,408 (539,571) - - - - - (5,898) - (65,200) - (65,200) (11,228) (11,228) - - 452,625 8,926,039
		6,519,961				2,107,941		-										1,109
		- -				- -		- -
		-				-		-
		- - - -				- - - -		- - - -
		6,519,961 -				2,107,941 -		- -
		6,519,961				2,107,941		-
		- -				- -		- -
		-				-		-
		- - - - - - -
		$ 6,519,961

-17-

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

D-LINK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Compensation cost of share-based payment transaction Share of loss (profit) of associates accounted for using equity method Gain on disposal of investments Reversal of impairment loss on non financial assets Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease (increase) in financial assets at fair value through profit or loss Decrease in notes receivable Decrease in accounts receivable Decrease in accounts receivable due from related parties Decrease in other receivable Decrease in inventories Increase in other current assets Decrease in other non-current assets Total changes in operating assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Decrease in accounts payable to related parties Decrease in other payable Decrease in provisions Increase in refund liabilities Increase in other current liabilities Decrease in other non-current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Other investing activities Net cash flows from investing activities Cash flows used in financing activities: Decrease in short-term loans Increase (decrease) in guarantee deposits received Payment of lease liabilities Cash dividends paid Treasury shares sold to employees Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

2019 2018 $ (289,553) 297,397 271,684 113,941 56,085 45,284 (43,603) 28,968 82,774 (62,735) 40,440 24,114 (41,921) (42,323) (4,909) (1,713) - 7,247 (63,323) 15,253 (36,016) (77,934) - (8,000) (67,363) (15,146) 193,848 26,956 (64,871) 2,752 20,739 4,005 710,810 279,687 - 261 29,611 781 372,202 135,950 (19,938) (30,675) 11,770 25,572 1,060,323 418,333 (21,546) 45,738 182 (247) (227,357) 355,114 (381,563) (187,404) (235,112) (86,918) (36,402) (19,232) 46,417 90,970 4,024 6,690 (51,063) (39,517) (902,420) 165,194 157,903 583,527 351,751 610,483 62,198 907,880 41,921 42,323 121,671 135,577 (48,552) (17,580) (130,977) (89,528) 46,261 978,672 28,833 31,640 28,968 173,501 (72,356) (63,462) 2,398 34,814 50,368 (27,709) (26,929) (62,568) 777 784 12,059 87,000 (950,000) (300,000) 16,543 (18,439) (180,011) - (130,400) - - 17,924 (11,228) (3,983) (1,255,096) (304,498) (86,804) (42,179) (1,283,580) 718,995 4,424,864 3,705,869 $ 3,141,284 4,424,864

-18-

See accompanying notes to consolidated financial statements.

-19-

-20-

-21-

-22-

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)

D-LINK CORPORATION

Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss－current (notes 6(b) and (n)) 1150 Notes receivable, net (note 6(c)) 1170 Accounts receivable, net (note 6(c)) 1180 Accounts receivable due from related parties, net (note 7) 1200 Other receivables (notes 6(c) and 7) 1220 Current tax assets 130X Inventories (note 6(d)) 1410 Other current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income ─ non current (note 6(b)) 1550 Investments accounted for using equity method (note 6(e) and 7) 1600 Property, plant and equipment (notes 6(g) and 7) 1755 Right-of-use assets (note 6(f)) 1760 Investment property, net (note 6(h)) 1780 Intangible assets (note 6(i)) 1840 Deferred tax assets (note 6(p)) 1900 Other non-current assets (note 8) Total assets	December 31, 2019 Amount % $ 493,602 4 1,494 - 8,802 - 240,854 2 51,828 - 43,600 - 196 - 116,786 1 30,168 - 987,330 7 166,183 2 9,535,414 79 745,800 6 19,231 - 39,669 - 122,932 1 435,438 5 5,053 - 11,069,720 93 $ 12,057,050 100	December 31, 2018 Amount % 71,776 1 6,189 - 29,541 - 156,962 1 52,432 - 1,025,960 8 28 - 90,540 1 54,259 1 1,487,687 12 179,728 1 10,407,799 78 751,255 6 - - 40,065 - 151,887 1 304,136 2 50,844 - 11,885,714 88 13,373,401 100 December 31, 2019 Liabilities and Equity Amount % Current liabilities: 2100 Short-term loans (notes 6(l) and 7) $ 1,438,269 12 2120 Financial liabilities at fair value through profit or loss－current (notes 6(b) and (n)) 73,148 1 2130 Contract liabilities ─ current (note 6(s)) 7,832 - 2150 Notes payable 256 - 2170 Accounts payable 186,993 2 2180 Accounts payable to related parties (note 7) 75,169 1 2200 Other payables (note 7) 376,389 3 2250 Provisions ─ current (note 6(l)) 150,862 1 2280 Current lease liabilities (note 6(k)) 4,021 - 2365 Refund liability-current (note 6(m)) 47,682 - 2300 Other current liabilities (note 6(n)) 357,577 3 2,718,198 23 Non-Current liabilities: 2570 Deferred tax liabilities (note 6(p)) 152,434 1 2580 Non-current lease liabilities (note 6(k)) 15,355 - 2600 Other non-current liabilities (notes 6(e), (o) and 7) 697,649 6 865,438 7 Total liabilities 3,583,636 30 Equity: (note 6(q)) 3100 Capital stock 6,519,961 54 3200 Capital surplus 1,598,807 13 Retained earnings: 3310 Legal reserve 2,053,379 17 3320 Special reserve 205,562 2 3350 Unappropriated retained earnings (Accumulated deficit) (499,008) (4) 1,759,933 15 3400 Other equity interest (note 6(q)) (1,405,287) (12) Total equity 8,473,414 70 Total liabilities and equity $ 12,057,050 100	December 31, 2019		December 31, 2018 Amount % 1,230,300 9 19,374 - 38,432 - 15 - 95,877 1 85,074 1 1,321,150 9 126,716 1 - - 68,823 1 466,707 3 3,452,468 25 3,085 - - - 718,361 5 721,446 5 4,173,914 30 6,519,961 49 1,669,905 13 2,107,941 16 - - 216,200 2 2,324,141 18 (1,314,520) (10) 9,199,487 70 13,373,401 100
			Amount %

-23-

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) D-LINK CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

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

4000 Net operating revenues(notes 6(s) and 7) 5000 Operating costs (notes 6(d) and 7) Gross profit (loss) from operations Operating expenses: (notes 6(c), (g), (h), (i), (k), (o) and (t)) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss (note 6(c)) Net operating loss Non-operating income and expenses: 7010 Other income (notes 6(u) and 7) 7020 Other gains and losses (note 6(b), (n) and 7) 7050 Finance costs (notes 6(k), (n), (u) and 7) 7060 Share of profit (loss) of associates accounted for using equity method (note 6(e)) Total non-operating income and expenses Profit (loss) before tax 7950 Less: Income tax (benefit) expenses (note 6(p)) Profit (loss) 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss (note 6(o)) 8311 Gains (losses) on remeasurements of defined benefit plans (note 6(o)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries and associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss (notes 6(q) and (v)) 8361 Exchange differences on translation 8380 Share of other comprehensive income of subsidiaries and associates accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6(p)) 8300 Other comprehensive loss, net Total comprehensive income Basic earnings per share (New Taiwan dollars) (note 6(r)) Diluted earnings per share (New Taiwan dollars) (note 6(r))	2019 Amount % $ 1,701,547 100 798,648 47 902,899 53 369,557 22 258,449 15 701,083 41 1,056 - 1,330,145 78 (427,246) (25) 16,717 - (13,239) - (11,892) - (77,895) (5) (86,309) (5) (513,555) (30) (5,228) - (508,327) (30) 5,070 - (13,544) - 4,258 - - - (4,216) - (66,626) (4) (10,826) - (4,016) - (73,436) (4) (77,652) (4) $ (585,979) (34) $ (0.78) $ (0.78)	2018
		Amount % 1,726,707 100 649,208 38 1,077,499 62 372,870 22 303,393 18 664,549 38 10 - 1,340,822 78 (263,323) (16) 4,627 - 49,520 3 (13,928) (1) 340,356 20 380,575 22 117,252 6 10,878 1 106,374 5 (3,751) - 9,460 1 (77,044) (4) - - (71,335) (3) (18,822) (1) 14,637 1 16,892 1 (21,077) (1) (92,412) (4) 13,962 1 0.16
		0.16

See accompanying notes to parent company only financial statements.[-24-]

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) D-LINK CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2018 Effects of retrospective application Equity at beginning of period after adjustments Profit Other comprehensive income Total comprehensive income Other changes in capital surplus: Changes in equity of associates accounted for using equity method Subsidiaries disposal of investments in equity instruments designated at fair value through other comprehensive income Treasury shares sold to employees Balance at December 31, 2018 Effects of retrospective application (accounted for using equity method) Equity at beginning of period after adjustments loss Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Other changes in capital surplus: Changes in equity of associates accounted for using equity method Cash dividends from capital surplus Cash dividends from leagl reserve Subsidiaries disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2019	Ordinary shares	Ordinary shares		Capital surplus			R	etained earnings	etained earnings	etained earnings				Tota	l	other equity in	te	rest				Treasury shares Total equity
												Exchange differences on translation of foreign financial statements		Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income		Unrealized gains (losses) on available- for-sale financial assets		Gains (losses) on effective portion of cash flow hedges		Others
						Legal reserve		Special reserve		Unappropriated retained earnings (Accumulated deficits)
	$ 6,519,961 - 6,519,961 - - - - - - 6,519,961 - 6,519,961 - - - - - - - - - $ 6,519,961			1,588,696 - 1,588,696 - - - 73,950 - 7,259 1,669,905 - 1,669,905 - - - - - (5,898) (65,200) - - 1,598,807		2,107,941 - 2,107,941 - - - - - - 2,107,941 - 2,107,941 - - - 10,638 - - - (65,200) - 2,053,379		- -		(203,814) 226,054 22,240 106,374 (4,601) 101,773 84,340 7,847 - 216,200 (3,796) 212,404 (508,327) 1,205 (507,122) (10,638) (205,562) - - - 11,910 (499,008)		(1,102,381) - (1,102,381) - (49,230) (49,230) - - - (1,151,611) - (1,151,611) - (85,090) (85,090) - - - - - - (1,236,701)		- (73,190) (73,190) - (66,734) (66,734) - (7,847) - (147,771) - (147,771) - (5,421) (5,421) - - - - - (11,910) (165,102)		152,864 (152,864) - - - - - - - - - - - - - - - - - - - -		1,109 -		(44,400) - (44,400) - 29,262 29,262 - - - (15,138) - (15,138) - 11,654 11,654 - - - - - - (3,484)		(17,912) 9,002,064 - - (17,912) 9,002,064 - 106,374 - (92,412) - 13,962 - 158,290 - - 17,912 25,171 - 9,199,487 - (3,796) - 9,195,691 - (508,327) - (77,652) - (585,979) - - - - - (5,898) - (65,200) - (65,200) - - - 8,473,414
		6,519,961						-										1,109
		- -						- -
		-						-
		- - -						- - -
		6,519,961 -						- -
		6,519,961						-
		- -						- -
		-						-
		- - - - - -						- 205,562 - - - -
		$ 6,519,961						205,562

-25-

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) D-LINK CORPORATION

Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Compensation cost of share-based payment transaction Share of loss (profit) of subsidiaries and associates accounted for using equity method Loss (gain) on disposal of property, plan and equipment Loss (gain) on disposal of investments Reversal of impairment loss on non-financial assets Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease in notes receivable Increase in accounts receivable Decrease in accounts receivable due from related parties Decrease (increase) in other receivable Increase in inventories Decrease (increase) in other current assets Increase in other non-current assets Total changes in operating assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase in accounts payable Decrease in accounts payable to related parties Increase (decrease) in other payable Increase (decrease) in provisions Increase (decrease) in refund liabilities Increase in other current liabilities Decrease in other non-current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash outflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Other investing activities Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term loans Payment of lease liabilities Cash dividends paid Treasury shares sold to employees Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

2019 2018 $ (513,555) 117,252 63,912 71,800 51,133 39,310 1,052 (10) 77,932 (58,545) 11,892 13,928 (279) (303) - 7,247 77,895 (340,356) (191) 5,046 (29,558) 16,163 - (8,000) 11,182 (6,801) 264,970 (260,521) 20,739 3,611 (84,944) (34,948) 604 6,520 982,360 (152,788) (33,559) (16,063) 24,091 (21,095) 261 (61,185) 909,552 (275,948) (30,600) 25,871 240 (396) 91,116 25,179 (9,905) (3,008) (914,450) 252,602 (11,890) 1,725 (21,141) 14,890 3,754 1,678 (3,187) (2,452) (896,063) 316,089 13,489 40,141 278,459 (220,380) (235,096) (103,128) 279 303 618,164 485,493 (3,972) (7,394) (746) (1,569) 378,629 373,705 - (247,407) - 21,000 (57,310) (42,609) 191 31,280 (22,178) (61,129) 45,531 32,711 (33,766) (266,154) 207,969 (231,620) (606) - (130,400) - - 17,924 76,963 (213,696) 421,826 (106,145) 71,776 177,921 $ 493,602 71,776

See accompanying notes to parent company only financial statements.[-26-]

[Attachment 4]

D-Link Corporation

Candidates for Director Election (incl. Independent Directors)

Candidates of Directors:

 Nominated by Board of Directors

Name	Shareholdings (shares)	Education background	Work Experience	Type
Hu, Hsueh (aka Hu, Lori)	3,245,385	Bachelor of Chinese, Fu Jen Catholic University	CurrentJuridical Person Director Representative of D-Link Corporation Chairwoman of D-Link Charity Foundation	Director
Kao, Hung-Yi (aka Kao, Howard)	3,394,283	San Jose State University, USA	CurrentManager of Software R&D Department of D-Link Corporation PreviousSpecial Assistant of CEO Office of D-Link Corporation	Director
Chien, Chih-Hao (aka Chien, Jerry)	0	Electronics Dept., United Technology College	CurrentChairman of Cameo Communications, Inc. Representatives of institutional directors Chien Chin Investment Co., Ltd., Cameo International Ltd., Huge Castle Ltd., Perfect Choice Co., Ltd., Soarnex Technology Corp., Yang Li Electronics (Suzhou) Co., Ltd., Su Zhou Shuo Shi Electronics Co.,Ltd.	Director
Pu Ju Investment Co., Ltd. Representative : Chen, Shou-Shan (aka Chen, Spencer)	0	Bachelor of Engineering, Chiao Tung University	CurrentConsultant of Chairwoman Office of D-Link Corporation PreviousChairman of Cellvision Systems Inc. Funder of GeoVision Chief Technology Officer of Taigiu Engineering Ltd.	Director
Pu Ju Investment Co., Ltd. Representative : Tai, Wei-Heng (aka Tai, David)	0	Massachusetts Institute of Technology, USA	CurrentChairman of ChinaRun Vantage Capital, Hua Xin Capital Investment Co., Ltd. Founding Partner / Chairman of ChinaRun Partners Director of LOFTechnology, Inc. President of Huasu Venture Capital Director of NUAZURE Innovative Technology Co., Ltd. Director of Ways Technical Corp., Ltd. (TWE3508) Supervisor of Cywee Inc. PreviousPartner and Vice President of Maxima Capital Management Investment Manager of Walden International Sales Manager of Digital Equipment Corporation (Compaq Computer) Project Manager of Manufacture Department of Taiwan Semiconductor Manufacturing	Director
Alpha Networks Inc.	10,554,048	-	CurrentDirector of the Company	Director

-27-

 Nominated by a shareholder Holding 1% or more

(Pu Ju Investment Co., Ltd. , Representative : Hu, Hseuh)

Name	Shareholdings (shares)	Education background	Work Experience	Type
Pu Ju Investment Co., Ltd. Representative: Hu, Hsueh (aka Hu,Lori)	7,230,000	Bachelor of Chinese, Fu Jen Catholic University	CurrentJuridical Person Director Representative of D-Link Corporation Chairwoman of D-Link Charity Foundation	Director
Pu Ju Investment Co., Ltd. Representative: Kao, Hung-Yi (aka Kao,Howard)	7,230,000	San Jose State University, USA	CurrentManager of Software R&D Department of D-Link Corporation PreviousSpecial Assistant of CEO Office of D-Link Corporation	Director
Chien, Chih-Hao (aka Chien, Jerry)	0	Electronics Dept., United Technology College	CurrentChairman of Cameo Communications, Inc. Representatives of institutional directors Chien Chin Investment Co., Ltd., Cameo International Ltd., Huge Castle Ltd., Perfect Choice Co., Ltd., Soarnex Technology Corp., Yang Li Electronics (Suzhou) Co., Ltd., Su Zhou Shuo Shi Electronics Co.,Ltd.	Director
Dr. Li, Yi-Chin	0	Ph.D. and M.Sc. of Stanford University	CurrentIndependent Director of Bora Pharmaceuticals Co., Ltd. Independent Director of Allied Industrial Corp., Ltd. Supervisor of Athena Capital Management Co., Ltd. PreviousSenior Consultant of McKinsey & Co. Senior Consultant and Taiwan’s Chief Representative of Booz Allen Hamilton and Monitor Company CEO of GigaMedia Partner of FCC Partners (Taipei) Inc. President of FoodChina.com Vice President of PCCW Limited Directors of several international listed exchange companies	Director
Tai, Wei-Heng (aka Tai, David)	0	Massachusetts Institute of Technology, USA	CurrentChairman of ChinaRun Vantage Capital, Hua Xin Capital Investment Co., Ltd. Founding Partner / Chairman of ChinaRun Partners Director of LOFTechnology, Inc. President of Huasu Venture Capital Director of NUAZURE Innovative Technology Co., Ltd. Director of Ways Technical Corp., Ltd. (TWE3508) Supervisor of Cywee Inc. PreviousPartner and Vice President of Maxima Capital Management Investment Manager of Walden International Sales Manager of Digital Equipment Corporation (Compaq Computer) Project Manager of Manufacture Department of Taiwan Semiconductor Manufacturing	Director
		-28-

 Nominated by a shareholder Holding 1% or more

(You Xun Investment Co. Ltd. , Representative : Huang, Chun-Yen)

Name	Shareholdings (shares)	Education background	Work Experience	Type
Lee, Chung-Wang	11,249,744	M.Sc. in Electrical Engineering, National Taiwan University	CurrentChairman and CEO of Alpha Networks Inc. PreviousDirector of D-Link Member of the founding team of the Company	Director
You Xun Investment Co. Ltd. Representative: Lin, Shih-Kuo	3,000	Bachelor of Telecommunication Engineering, Chiao Tung University	CurrentChairman of Hanlin Tech. Independent Director of WeForce Co., Ltd. PreviousPresident of Hanlin Tech. Co., Ltd. Representative of Institutional Supervisor, Director, and President of D-Link Corporation Independent Director of Truelight Corp. Representative of Institutional Director of Alpha Networks Inc.	Director
You Xun Investment Co. Ltd. Representative: Fong, Chung-Peng	0	Ph.D and Master degree, University of Pittsburgh, USA Bachelor of Electrical Engineering, National Taiwan University	CurrentIndependent Director and member of the Remuneration Committee of the Company PreviousCTO of NXP Semiconductors Taiwan Ltd. President of Philips (Changshou) Electronics Industry Co., Ltd. President of Arima Communicate (Nanjing) Corp. CEO of Huaying Software Development Inc. Vice President of Epic Communications, Inc.	Director
You Xun Investment Co. Ltd. Representative: Wu, Yu-Chun	0	Master of Advanced Public Management, National Taiwan University	CurrentIndependent Director of Chun Zu Machinery Industry Co., Ltd. Independent Director of Taiwan Mask Corp. Independent Director of Yuanta Securities Supervisor of Browave Corp. PreviousChief Secretary of Securities and Futures Commission, Ministry of Finance Director-General of Securities and Futures Bureau Managing Director & CEO of Taipei Exchange Chairman of MasterLink Securities Corporation	Director
You Xun Investment Co. Ltd. Representative: Chen, Yen-Song	0	MBA, Wharton School of the University of Pennsylvania -29	CurrentChairman and General Manager of KHL Capital PreviousCFO of Fubon Financial Holding Co., Ltd. CFO of China Development Financial Holding Corp. CFO of E Ink Holdings Inc. CFO of Chi Mei Optoelectronics Corporation (Innolux Corporation) Executive Director of Morgan Stanley CFO of Chi Mei Optoelectronics Corporation, Independent Director of ChengMei Materials TechnologyCorp. -	Director

	Huang, Kuo-Hsing	0	PhD. In Engineering, The University of Utah, USA	CurrentVice R&D President of Seagate Technology PreviousEngineer of KMI Magnetics Inc. Engineer Manager of Nashua Corp. Manager, Assistant Manager, Executive Manager, CTO, Vice President of Seagate Technology	Director

Candidates of Independent Directors:

 Nominated by Board of Directors

Name	Shareholdings (shares)	Education background	Work Experience	Type	Has the person served as an independent director for three consecutive terms / Reasons thereto
Dr.Lee, Chen-Yi	0	Ph.D. of Electrical Engineering, Catholic University of Leuven, Belgium	CurrentProfessor of Institute of Electronical, National ChiaoTung University Science and Technology Policy Advisory Committee of Board of Science and Technology, Executive Yuan Project Reviewer of Taiwan Industry Innovation Platform Program Office, Industrial Development Bureau Independent Director of Padauk Technology Co., Ltd. Director of MediaTek Foundation PreviousTechnology Rights Committee of National Science Council ; Director General of Chip Implementation Center ; Discipline Coordinator of Micro-Electronics Engineering, National Science Council ; Coordinator of Intellectual Property Core, National Science and Technology Program for System-on-Chip ; Member of Technology Commission, Ministry of Economic Affairs ; Coordinator of Electronics SBIR, Ministry of Economic Affairs	Independent Director	No
Wang, Chien-Min	0	Department of Law, Chung Yuan Christian University	CurrentAttorney in charge of Sanhe Law Offices PreviousSpecialist of Securities and Futures Investors Protection Center Court Clerk of Taoyuan Branch, Administrative Enforcement Agency, Ministryof Justice	Independent Director	No
Hung, Pei-Chun (aka Hung, Vicky)	0	Department of Law , National Taipei University	Current Attorney in charge of Tengri Law Office Independent Director of Success Prime Corporation PreviousAttorney of LCC Partners Law Office, Attorney of CHIH and WU Attorneys-at-Law	Independent Director	No

-30-

 Nominated by a shareholder Holding 1% or more

(Pu Ju Investment Co., Ltd. , Representative : Hu, Hseuh)

Name	Shareholdings (shares)	Education background	Work Experience	Type	Has the person served as an independent director for three consecutive terms / Reasons thereto
Chen, Li-Chun (aka Chen, Freda)	0	International Business, Business and Administration Department, College of Law, National Taiwan University	CurrentIndependent Director of D-Link Corporation PreviousFinance Vice President, Finance Director, Accounting Manager, Accountant of IBM Taiwan. Controller of IBM’s Greater China Group (GCG)	Independent Director	No
Wang, Chien-Min	0	Department of Law, Chung Yuan Christian University	CurrentAttorney in charge of Sanhe Law Offices PreviousSpecialist of Securities and Futures Investors Protection Center Court Clerk of Taoyuan Branch, Administrative Enforcement Agency,Ministryof Justice	Independent Director	No

-31-

 Nominated by a shareholder Holding 1% or more

(You Xun Investment Co. Ltd. , Representative : Huang, Chun-Yen)

Name	Shareholdings (shares)	Education background	Work Experience	Type	Has the person served as an independent director for three consecutive terms / Reasons thereto
Chung, Shyang- Fong	0	EMBA, Chiao Tung University	CurrentIndependent Director and member of the Remuneration Committee of the Company PreviousChairman and President of Jia Jie Bio Medical Co.,Ltd.	Independent Director	No
Lee, Sheng-Chen	0	Master, Institute of Mainland China Studies, National Sun Yat-sen University	CurrentPartner Lawyer of Yuan, Chen & Partners Attorneys-at-law Director of Taiwan Styrene Monomer Corporation Independent Director of Taiwan Tea Corporation Director of Bank of Kaohsiung PreviousPresiding Judge of Taiwan KaohsiungDistrict Court	Independent Director	No
Chen, Chin-Ming	0	Bachelor in Accounting, Chinese Culture University	CurrentIndependent Director of Generalplus Technology Inc. Accountant of Trustworthy CPAs Firm Supervisor of Huang Long Development Co., Ltd. Supervisor of Ventec International Group Independent Director Radiant Innovation Inc. PreviousAccountant of RongCong United Accounting Firm Accounting Manager of DBTel Taiwan Limited. Financie Manager of Tze Hsin Transportation and Terminal Co., Ltd. Accountant of Cheng He CPAs Firm Accountant of TurnerMoore LLP	Independent Director	No

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[Attachment 5]

D-Link Corporation

Comparison Table of “Articles of Incorporation” before and after amendments

	Clauses after the amendments	Clauses after the amendments		Existingclauses	Existingclauses	Explanation
	Article 3:Omitted			Article 2-1:Omitted		Pursuant to the latest sample of Articles of Incorporation released by Department of Commerce, MOEA on May 27, 2019, Article 2-1 is moved to Article 3, and the content is not amended.
	Article 4:Omitted			Article 2-2:Omitted		Article 2-2 is moved to Article 3, and the content is not amended.
	Article 5:Omitted			Article 3:Omitted		The number of Article is changed, but the content stays unchanged.
	Article 6:Omitted			Article 4:Omitted		The number of Article is changed, but the content stays unchanged.
	Article 7:Omitted			Article 5:Omitted		The number of Article is changed, but the content stays unchanged.
	Article 7-1: Omitted			Article 5-1:Omitted		The number of Article is changed, but the content stays unchanged.
	Article 8:The stock shares of the company are registered shares. They shall be signed by Directors representing the Company or affixed with seals thereof and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares.			Article 6:	The stock shares of the company are registered shares. They shall be signed by Directors representing the Company or affixed with seals thereofand numberedand shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares.	1. Number of article changed. 2. This article states clearly about the procedure of certification and authentication of share issuance, and stated that the shares shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. Thus, matter regarding the numbering of shares may be omitted.
	(Deleted)			Article 7:	Upon opening a new account, the shareholder of the Company shall supply a specimen chop, leave on file a signature or chop specimen. The same shall apply when changes are to be made. Where a shareholder processes shareholder services or exercise other related rights in writing, such writing shall be signed or chopped with the specimen chop. (Deleted)	According to the latest version of the sample of Articles of Incorporation released by the Department of Commerce, MOEA on May 27, 2019, there is no need to specify this matter. Considering the fact that the Company's stock affairs related matters have been handled by a certifying institution approved by the competent authority, the Company thus deletes this article.
	(Deleted)			Article 8:	The Company’s registered shares may be transferred with endorsement thereon by the shareholders. The Company shall only be obligated to recognize such transfer if name or title of the transferee is recorded on the share, and the name or title and domicile or residence of the transferee are recorded in the shareholder register of the Company. (Deleted)	According to the latest version of the sample of Articles of Incorporation released by Department of Commerce, MOEA on May 27, 2019, there is no need to specify this matter, and thus this article is removed.
	Article 9:	Thematters regardingstock affairs shall proceed in accordance with stipulation of “Regulations Governing the Administration of Shareholder Services of Public Companies”and other relevant laws and regulationsissued by the securities authorities.		Article 9:	The stock affairs shall proceed in accordance with stipulation of “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the securities authorities. -33-	1. Revision on the wording. 2. Relevant matters regarding stock affairs shall not only proceed in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies”, but also and other relevant laws and regulations.

Clauses after the amendments	Clauses after the amendments	Clauses after the amendments			Existingclauses	Explanation
Article 10:	Theentries in the Company’s shareholders’rosters shall not be altered within60 days before regular shareholders meeting, or 30 days before temporary shareholders meeting, or 5 days before the company decides to distribute stock dividends or other interest.		Article 10:	Therename for transfer of shares shall be suspended by60 days before regular shareholders meeting, or 30 days before temporary shareholders meeting, or 5 days before the company decides to distribute stock dividends or other interest.		Revision on the wording according to Article 165 of the Company Act regarding the alteration of the entries in the shareholders’ rosters of public companies.
Article 13:	At a Shareholders’Meeting, a form of proxy printed by the company with expressly statement of authorization scope, can be presented for proxy to attend the Shareholders’ Meeting. The attendance of Shareholders shall be handled not only in accordance with Company Act, but also the provisions in “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” released by competent authorities.		Article 13:	In case shareholderis unable to attend shareholders meeting for certain reasons,a form of proxy printed by the company with expressly statement of authorization scope,signature, or stamp shallbe presented for proxy to attend the meeting.The proxy form shall be served to the Company no later than 5 days prior to the meeting date of the shareholders’meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.		With reference to Article 177 of the Company Act stating that a shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. The procedures for the matters regarding attendance shall be handled in accordance with Company Act, and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 14:	Except in the circumstances otherwise provided for inother law and regulations,a shareholder shall have one voting power in respect of each share in his/her/itspossession.		Article 14:	Except in the circumstances otherwise provided for inArticle 179 of the Company Act,a shareholder shall have one voting power in respect of each share in his/her/its possession.		Revision on the wording.
Article 15:	Except for other stipulations of Company Act, the resolutions of shareholders’ meeting shall be approved for execution with favorable votes by more than half of participating shareholders representing total issued shares of the company in shareholders meeting.		Article 15:	Except for other stipulations of Company Act, the resolutions of shareholders’ meeting shall be approved for execution with favorable votes by more than half of participating shareholders representing total issued shares of the company in shareholders meeting.		Revision on the wording.
Article 20:	The board shall be formed by Directors, and shall appoint one Chairmanand may appoint a Vice Chairman during a board meeting with more than two-thirds of Directors present, and with the support of more than half of all attending Directors. TheChairman shall represent the company externally, preside the shareholders'meeting, the meeting of the board of directors internally, andhandle all matters of the Company in accordance with the law and regulations, Article of Incorporation, and resolutions of Shareholders’ and Board Meeting.		Article 20:	The board shall be formed by Directors, and shall appoint one Chairmanand aVice Chairman during a board meeting with more than two-thirds of Directors present, and with the support of more than half of all attending Directors. The Board shallhandle all matters of the Company in accordance with the law and regulations, Article of Incorporation, and resolutions of Shareholders’ and Board Meeting.		With reference to Article 208 of the Company Act, revision is made on wording regarding the Company's election of vice chairman, as well as the chairman's internal and external representation.
Article 21	: The operation and other important matters of the Company shall be shall be resolved by the board of Directors. Except for the meetingsthat shall be convened in accordance with Article 203or 203-1of the CompanyAct,all		Article 21	: The operation and other important matters of the Company shall be shall be resolved by the board of Directors. Except for thefirst meeting of a newly-elected boardthat shall be convened in accordance with Article 203 of the Company Act, all other Board Meetings shall be convened -34-		1. The convening of the first meeting of a newly elected board has been covered in Article 203 of the Company Act. Therefore, the details regarding that matter is omitted, and governed by Article 203-1. 2. In case where the Chairman is

Clauses after the amendments	Clauses after the amendments			Existingclauses	Existingclauses	Explanation
	other Board Meetings shall be convened and presided by the Chairman. If the Chairperson is on leave or unable to fulfillhis functionaldutiesfor any reason, matter regarding the appointee shall be handled in accordance with Article 208 of the Company Act. The Chairman shall attend the Board Meetings in person. If a Board Meeting is convenedby way of video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.In case a Director appoints another director to attend the meeting his/her behalf, he shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.			and presided by the Chairman. If the Chairperson is unable to fulfill duties, the Vice Chairman shall act on his behalf; if the Vice Chairman is unable to fulfill duties, the Chairman shall designate one Director to act on his behalf. In absence of such designation, the Directors shall elect from among themselves an acting Chairman. If a Board Meeting is convened by way of video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.		absent for any reason, matter regarding the appointee shall be handled in accordance with Article 208 of the Company Act. 3. Paragraph 2 of Article 21, regarding the details of designating an appointee, is moved from Article 22, and the content stayed unchanged.
Article 22:	Unless otherwise regulated by the Company Act, the Board's resolutions are passed only if more than half of thetotal Board members are present in a meeting, and with more than half of attending Directors voting in favor.	Article 22:			Unless otherwise regulated by the Company Act, the Board's resolutions are passed only if more than half of the Board members are present in a meeting, and with more than half of attending Directors voting in favor.In case a Director is unable to attend the Board Meeting in person, he may appoint another director to attend the meeting his/her behalf, he shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.	Wording is revised with reference to Article 206 of the Company Act, and Paragraph 2, regarding the details of designating an appointee, is moved tp Article 21.
Article 23:	Resolutions adoptedat a Board Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature orseal of the Chairmanof the Boardand shall be distributed to all Directors of the Company within 20 days after the close of the meeting. The resolutions of the board meeting shall be recorded in the minutes. Such minutes, together with the attendance list and proxies, shall be filed and kept at the Company, and be stipulated by Article 183 of the Company Act.	Article 23:	Motionsat a Board Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature and seal of the Chairman and shall be distributed to all Directors of the Company within 20 days after the close of the meeting. The resolutions of the board meeting shall be recorded in the minutes. Such minutes, together with the attendance list and proxies, shall be filed and kept at the Company.			Revision on wording, and matter regarding the appointee shall be handled in accordance with Article 183 of the Company Act.
Article 24-1: The Board of Directors shall be authorized to determine the remunerationand transportation allowance toall the Directors based on the standard generally adhered by other firms of the same trade.		Article 24-1			: The Board of Directors shall be authorized to determine thesalaries and transportation allowance to the Company’sDirectors based on the standard generally adhered by other firms of the same trade.	Revision on wording, so that the revised text shall be consistent with Article 196 of the Company Law on the use of the word, “remuneration”.
Article 31: This Article of Incorporation was		Article 31: This Article of Incorporation was ~~-35-~~				Added the number and date of

Clauses after the amendments	Clauses after the amendments	Existingclauses	Explanation
	constituted on June 8, 1987. Amendment for the 1st~ 32nd instance (Omitted) Amendment for the 33rd instance: June 15, 2020 Issues that are not fully addressed in this Articles of Incorporation shall be handled in accordance with the Company Act.	constituted on June 8, 1987. Amendment for the 1st~ 32nd instance (Omitted) Issues that are not fully addressed in this Articles of Incorporation shall be handled in accordance with the Company Act.	amendment.

-36-

[Attachment 6]

	[Attachment 6]	[Attachment 6]
	D-Link Corporation Details on Directors holdingconcurrentpositions in other companies
Title	Name	Concurrentposts in other companies
Director	John Lee	Chairman and CEO: Alpha Networks Inc. Chairman: Ying Tai Investment Co., Ltd Director: Alpha Holdings Inc., Alpha Networks (Hong Kong) Limited., Hitron Technologies Inc.
Director	Alpha Networks Inc.	Director: Alpha Solutions Co., Ltd., Ming Rui Electronics (Chengdu) Co., Ltd., Alpha Networks (Changshu) Limited, Ying Tai Investment Co., Ltd., Chen Long Technology Co., Ltd., D-Link Asia Investment Ptd. Ltd., Donguan Mingguan Electronics Co., Ltd., Alpha Holdings Inc., Alpha Networks Inc.(USA), Alpha Investment Pte. Ltd., Donguan Mingrui Electronics Co., Ltd., Alpha Networks (Hong Kong) Limited., Alpha Technical Services Inc., Universal Networks TradingLimited,Global Networks TradingLimited,Hitron Technologies Inc.
Director	Kao, Hung-Yi	Director: Alpha Networks Inc.
Director	Fong Chung Peng	Chairman: Shuorong IoT Technology (Changshu) Co., Ltd.

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Appendices

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[Appendix 1]

D-Link Corporation Articles of Incorporation

Chapter 1

General Provision

• Article 1: The Company is duly incorporated in accordance with the Company Act and bears the title of D-Link Corporation

• Article 2: The Company is engaged in the following business:

• (1) CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing

• (2) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

• (3) CC01060 Wired Communication Equipment and Apparatus Manufacturing

• (4) CC01110 Computers and Computing Peripheral Equipments Manufacturing

• (5) E605010 Computing Equipments Installation Construction

• (6) E701010 Telecommunications Construction

• (7) E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction

• (8) F113020 Wholesale of Household Appliance

• (9) F113050 Wholesale of Computing and Business Machinery Equipment

• (10) F113070 Wholesale of Telecom Instruments

• (11) F118010 Wholesale of Computer Software

• (12) F213010 Retail Sale of Household Appliance

• (13) F213030 Retail sale of Computing and Business Machinery Equipment

• (14) F213060 Retail Sale of Telecom Instruments

• (15) F218010 Retail Sale of Computer Software

• (16) F401010 International Trade

• (17) F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

• (18) I301010 Software Design Services

• (19) I301020 Data Processing Services

• (20) I301030 Digital Information Supply Services

• (21) I401010 General Advertising Services

• (22) I401020 Leaflet Distribution

• (23) JE01010 Rental and Leasing Business

• (24) J303010 Magazine and Periodical Publication

• (25) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

• Article 2-1: For the business operation of the Company, the Company authorizes the Directors to invest in other companies of the related industry. The amount of the Company’s outward investment shall not be restricted to Article 13 of the Company Law.

• Article 2-2: For the business operation of the Company, the Company may provide guarantees upon approval from the Board of Directors.

• Article 3: The Company shall be based in Taipei City, ROC, and shall be free, upon resolution of the Board of Directors and approval of competent authority, to set up branch offices at various locations within and without the territory of ROC.

• Article 4: The Company shall make public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shareholding

• Article 5: The total capital of the Company shall be NTD8.8 billion, divided into 880 million shares with a par value of NT$10 per share, and may be paid-up in installments. Matters related to issuance of new shares shall be determined by the Board. The Corporation may issue employee stock options. A total of NTD 750 million from the above capital shall be divided -39-

into 75,000,000 shares, reserved for issuing employee stock options, and may be paid-up in installments.

• Article 5-1: The employees who are entitled to the transfer or distribution of the treasury stock bought back by the Company, share subscription warrant issued to employees, issued new shares for capital increase and restricted stock must be employees of the subsidiary companies meeting certain criteria. The Board is authorized to determine such criteria

• Article 6: The stock shares of the company are registered shares. They shall be signed by Directors representing the Company or affixed with seals thereof and numbered and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof.

• The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares.

• Article 7: Upon opening a new account, the shareholder of the Company shall supply a specimen chop, leave on file a signature or chop specimen. The same shall apply when changes are to be made. Where a shareholder processes shareholder services or exercise other related rights in writing, such writing shall be signed or chopped with the specimen chop.

• Article 8: The Company’s registered shares may be transferred with endorsement thereon by the shareholders. The Company shall only be obligated to recognize such transfer if name or title of the transferee is recorded on the share, and the name or title and domicile or residence of the transferee are recorded in the shareholder register of the Company.

• Article 9: The stock affairs shall proceed in accordance with stipulation of “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the securities authorities.

• Article 10: The rename for transfer of shares shall be suspended by 60 days before regular shareholders meeting, or 30 days before temporary shareholders meeting, or 5 days before the company decides to distribute stock dividends or other interest.

Chapter 3 Shareholders’ Meeting

• Article 11: The General Meeting of shareholders is consisted of regular sessions and special sessions. Regular session will be convened once a year within 6 months after close of each fiscal year, and the shareholders shall be informed thereof 30 days prior to the meeting. Special session will be called for at any time as necessary, and the shareholders shall be informed thereof 15 days prior to the meeting.

• The date, venue and cause(s) or subject(s) of the preceding meetings to be convened shall be indicated in the meeting notice to be given to shareholders

• The Board shall call for the meeting unless otherwise specified in the Company Act.

• Article 12: During shareholders meeting, The Chairman shall preside the shareholders' meeting. In case the Chairman is absent, the Chairman shall designate one Director to act on his behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman.

• Article 13: In case shareholder is unable to attend shareholders meeting for certain reasons, a form of proxy printed by the company with expressly statement of authorization scope, signature, or stamp shall be presented for proxy to attend the meeting. The proxy form shall be served to the Company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

• Article 14: Except in the circumstances otherwise provided for in Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.

• Article 15: Except for other stipulations of Company Act, the resolutions of shareholders’ meeting shall -40-

be approved for execution with favorable votes by more than half of participating shareholders representing total issued shares of the company in shareholders meeting.

• Article 16: Matters relating to the resolutions of a Shareholders’ Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The aforementioned distribution of meeting minutes shall be handled in accordance to relevant law and regulations. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Chapter 4 Director

• Article 17: The Company shall establish 7 to 9 Directors who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a Director shall be three years; but he/she may be eligible for re-election. Among the aforementioned number of Directors, there shall be at least 3 Independent Directors. In accordance with Article 192-1 of Company Act, the elections for Directors of the company shall be done by nomination system with candidates. The Independent Directors' qualification, shareholding and other business limit, nomination, mean of election, and other matters to be comply with shall be executed by relevant law and regulations provided for by the competent authority in charge of securities affairs. Independent Directors and Non-Independent Directors shall be elected during the same voting session, and have votes allocated separately.

• Article 18: If there is a shortfall of one-third of Directors, the Board of Directors shall convene a Shareholders’ Meeting for the by-election. The tenure of succeeding Directors shall have expired at the end of the original service period.

• Article 19: In case no election of new Directors is effected after expiration of the term of office of existing Directors, the term of office of out-going Directors shall be extended until the time new Directors have been elected and assumed their office.

• Article 20: The board shall be formed by Directors, and shall appoint one Chairman and a Vice Chairman during a board meeting with more than two-thirds of Directors present, and with the support of more than half of all attending Directors. The Board shall handle all matters of the Company in accordance with the law and regulations, Article of Incorporation, and resolutions of Shareholders’ and Board Meeting.

• Article 21: The operation and other important matters of the Company shall be shall be resolved by the board of Directors. Except for the first meeting of a newly-elected board that shall be convened in accordance with Article 203 of the Company Act, all other Board Meetings shall be convened and presided by the Chairman. If the Chairperson is unable to fulfill duties, the Vice Chairman shall act on his behalf; if the Vice Chairman is unable to fulfill duties, the Chairman shall designate one Director to act on his behalf. In absence of such designation, the Directors shall elect from among themselves an acting Chairman. If a Board Meeting is convened by way of video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.

• Article 21-1: In calling a meeting of the Board of Directors, a notice shall be given to each Director no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the Board of Directors may be convened at any time.

The notice set forth in the preceding paragraph may be effected by means of written -41-

documents, E-mail, or facsimile.

• Article 22: Unless otherwise regulated by the Company Act, the Board's resolutions are passed only if more than half of the Board members are present in a meeting, and with more than half of attending Directors voting in favor. In case a Director is unable to attend the Board Meeting in person, he may appoint another director to attend the meeting his/her behalf, he shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.

• Article 23: Motions at a Board Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature and seal of the Chairman and shall be distributed to all Directors of the Company within 20 days after the close of the meeting. The resolutions of the board meeting shall be recorded in the minutes. Such minutes, together with the attendance list and proxies, shall be filed and kept at the Company.

• Article 24: The Company has set up an Audit Committee pursuant to Article 14-4 of the Securities and Exchange Act. The Audit Committee shall perform the duties of the Supervisors stipulated by the Company Act, Securities and Exchange Act, and other regulations. Audit Committee shall consist of all Independent Directors.

• Article 24-1: The Board of Directors shall be authorized to determine the salaries and transportation allowance to the Company’s Directors based on the standard generally adhered by other firms of the same trade.

Chapter 5 Organization and Management

• Article 25: The Company may several managers. The appointment, discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.

• Article 26: (Deleted)

Chapter 6 Financial Statement

• Article 27: The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, reports shall be prepared by the Board of Directors, and submitted to the General Shareholders’ Meeting for acceptance.

• Article 28: Based on the profit of the year, the Company shall appropriate 1%~15% of the profit as remuneration to employees, and no more than 1% of the profit as remuneration to directors. However, profits must first be taken to offset against cumulative losses if any. The profit mentioned in the preceding paragraph refers to the pre-tax income of the current year minus the amount of remuneration to be distributed to the directors or employees.

• The distribution of remuneration to employees and directors shall be determined by a majority of the Directors at a meeting attended by two-thirds or more of the total number of Directors and then reported to the Shareholders’ Meeting.

• Employees’ remuneration, as mentioned above, can be paid in shares or cash and to employees of affiliated companies that satisfy certain criteria. This certain criteria may be determined under the Board’s authority.

• Article 28-1: In response to the overall business environment and the nature of industrial growth, the Company's long-term financial planning, recruitment of domestic and foreign talents, and pursuit of sustainable business operations, the Company adopts a residual dividend policy. The Company’s annual profit, if any, shall be distributed in the following order:

• (1) Tax payment

• (2) Set off accumulated deficits -42-

• (3) Appropriate 10% as legal reserve

• (4) Appropriate or return to special reserve pursuant to regulations formulated by the competent authority

• (5) If there is a surplus after the preceding deductions, the balance and the accumulated undistributed surplus will be determined by the Board for distribution. Shall the remuneration be distributed in form of new shares, such matter shall be resolved by the Shareholders' Meeting before distribution thereof. The total amount of shareholder dividends shall be no less than 30% of the distributable profit of the year. As stipulated by Article 240 and 241 of the Company Act, the Company may distribute the dividends to be distributed, or all or part of the legal reserve and capital reserve in form of cash and report to the Shareholders’ Meeting, after such matter has been determined by a majority of the Directors at a meeting attended by two-thirds or more of the total number of Directors.

Dividend types: Based on the Company’s capital budget plan, stock dividends may be distributed to retain the required funds, and the rest are distributed in in form of cash, provided that the cash dividends are not less than 10% of the total dividends.

Chapter 7 Supplementary Provisions

• Article 29: The Company's foundation principles and operational regulations shall be established separately by the board of directors.

• Article 30: Any matters that are addressed in the Articles of Incorporation shall be governed by The Company Act and other relevant laws.

Article 31: This Article of Incorporation was constituted on June 8, 1987. Amendment for the 1[st] instance: April 30, 1989 Amendment for the 2[nd] instance: September 20, 1989 Amendment for the 3[rd] instance: January 6, 1990 Amendment for the 4[th] instance: May 27, 1990 Amendment for the 5[th] instance: June 21, 1990 Amendment for the 6[th] instance: February 21, 1991 Amendment for the 7[th] instance: April 20, 1991 Amendment for the 8[th] instance: May 9, 1992 Amendment for the 9[th] instance: June 13, 1992 Amendment for the 10[th] instance: April 10, 1993 Amendment for the 11[th] instance: April 23, 1994 Amendment for the 12[th] instance: April 14, 1995 Amendment for the13[th] instance: May 17, 1996 Amendment for the 14[th] instance: April 25, 1997 Amendment for the 15[th] instance: May 8, 1998 Amendment for the 16[th] instance: May 27, 1999 Amendment for the 17[th] instance: May 25, 2000 Amendment for the 18[th] instance: May 31, 2002 Amendment for the 19[th] instance: May 8, 2003 Amendment for the 20[th] instance: May 28, 2004 Amendment for the 21[st] instance: June 17, 2005 Amendment for the 22[nd] instance: June 9, 2006 Amendment for the 23[rd] instance: June 8, 2007 Amendment for the 24[th] instance: June 13 2008 Amendment for the 25[th] instance: June 19, 2009 Amendment for the 26[th] instance: June 18, 2010 Amendment for the 27[th] instance: June 10, 2011 Amendment for the 28[th] instance: June 22, 2012 -43-

Amendment for the 29[th] instance: June 20, 2014 Amendment for the 30[th] instance: June 17, 2016 Amendment for the 31[st] instance: April 28, 2017 Amendment for the 32[nd] instance: June 21, 2019

Issues that are not fully addressed in this Articles of Incorporation shall be handled in accordance with the Company Act.

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[Appendix 2]

D-Link Corporation Procedure for the Election of Directors

• Article 1: Except as otherwise provided by law and regulation or by the Company's Article of Incorporation, election of directors and supervisors shall be conducted in accordance with these procedures.

• Article 2: The election of Directors shall be conducted at Shareholders’ Meetings.

• Article 3: The cumulative voting method shall be used for election of the directors of the Company.

• Article 4: The election of the directors of the Company shall be conducted in accordance with the Company’s Articles of Incorporation. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates.

• Article 5: In accordance with Article 192-1 of Company Act, the elections for Directors of the Company shall be done by nomination system with candidates.

• Independent Directors and Non-Independent Directors shall be elected during the same voting session, and have votes allocated separately. Based on the seats available, and the number of votes on e-voting platform and physical ballots, candidates who acquire more votes should win the seats of directors. If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shall draw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who is not present.

• Article 6: When the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.

• Article 7: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

• Article 8: Board of Directors shall prepare ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Ballots will not be prepared for voters voting by electronic means.

• If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a juristic-person shareholder, the name of the juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

• Article 9: A ballot is invalid under any of the following circumstances:

• (1) The ballot was not prepared in accordance with these Procedures.

• (2) A blank ballot is placed in the ballot box.

• (3) The writing is unclear and indecipherable.

• (4) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.

• (5) Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

• (6) Any of the items such as the candidate's account name or shareholder account number (or identity card number) are left blank or two or more candidates are entered in one ballot.

• (7) Any of the items such as the candidate's account name or shareholder account number (or identity card number) have been altered.

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• Article 10: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.

• Article 11: The Board of Directors of the Company shall issue notifications to the individual persons elected as directors.

• Article 12: Any matters that are not addressed in these Procedures shall be governed by The Company Act and relevant laws.

• These Procedures, and any amendments hereto, shall be implemented on the date of approval by a shareholders meeting.

• Article 13: These Procedures were constituted on May 31, 2002.

• Amendment for the 1[st] instance: June 10, 2011

• Amendment for the 2[nd] instance: June 12, 2015 Amendment for the 3[rd] instance: April 28, 2017

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[Appendix 3]

D-Link Corporation Shareholding all Directors of the Company

			Reference day: Apr. 17,2020	Reference day: Apr. 17,2020
Title	Name	Representative	No. of shares held	Shareholding percentage
Chairman	Gao-Ju Investment Co. Ltd	Lori Hu	22,013,000	3.38%
Vice Chairman	John Lee	-	11,249,744	1.73%
Director	Alpha Networks Inc.	Lin, Wen-Peng	10,554,048	1.62%
Director	Yun-Wei Investment Co., Ltd.	Kao, Hung-Yi	5,040,000	0.77%
Director	Chien Chin Investment Co., Ltd.	Chien, Chih-Hao	7,352,597	1.13%
Independent Director	Chung Shyang Fong	-	0	0.00%
Independent Director	Fong Zhong Peng	-	0	0.00%
Independent Director	Chen Li Chun	-	0	0.00%

Note:

• (1) As of Apr. 17, 2020, the Company has issued a total of 651,996,166 common shares.

• (2) The minimum numbers of shares required to be held by all Directors of the Company is 20,863,877 shares. As of Apr. 17, 2020, the total number of shares held by Directors: 56,209,389 shares. The total number of shares held by all Directors of the Company is compliant to the regulations.

• (3) Director, Lin, Shih-Kuo, resigned on Sep. 30, 2019 due to personal reasons. On the date of resignation, his shareholding: 3,000 shares.

• (4) The Company has set up an Audit Committee. Thus the numbers of shares required to be held by all Supervisors stipulated by law is not applicable.

• (5) The shares held by Independent Directors are not included in that held by the Directors.

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