D-LINK - AGM Information 2021 | FinancialReports.eu

D-Link Corporation

2021 Annual General Meeting

Meeting Agenda

June 18, 2021

------Disclaimer------

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2021 ANNUAL GENERAL MEETING (“THE AGENDA”) OF D-LINK CORPORATION (“THE COMPANY ”). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

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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 ...................................................................................... 7 III. Attachment ............................................................................................................. 8 1. 2020 Business report ....................................................................................... 9 2. 2020 Audit Committees' Review Report ........................................................ 14 3. Independent Auditors’ Report and 2020 Consolidated Financial Statements ........................................................ 15 4. Independent Auditors’ Report and 2020 Parent Company Only Financial Statements……………………… ........................................................... ……………….24 5. Details on Directors holding concurrent positions in other companies .......... 32 IV. Appendices ........................................................................................................... 34 1. Rules and Procedures of Shareholding’s Meeting .......................................... 35 2. Articles of Incorporation ................................................................................ 37 3. Rules for the election of Directors ................................................................. 43 4. Shareholdings of All Directors ........................................................................ 45

D-Link Corporation Procedure for the 2021 Annual General Meeting

Call the Meeting to Order
Chairman’s Address
Report Items
Adoption Items
Directors Election
Discussions Items
Extemporary Motions
Adjournment

D-Link Corporation Agenda for the 2021 General Meeting

Time: 9:00 a.m., June 18, 2021 (Friday)

Place: Liberty Square Convention Center - International Performance Hall

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

Attendants: All shareholders or their proxy holders

Chairman: John Lee, Chairman of the Board of Directors.

1. Chairman Calls the Meeting to Order

2. Chairman’s Address

3. Report Items

(1) To report the business of 2020

(2) 2020 Audit Committees' review report

(3) To report 2020 distribution results of remuneration to employees and Directors

(4) To report the cash dividend from 2020 profits distribution

4. Adoption Items

(1) To adopt 2020 business report and financial statements

(2) To adopt 2020 profit distributions of the Corporation

5. Directors Election

To elect one Independent Director

6. Discussion Items

(1) Proposal of Capital Reduction

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

7. Extemporary Motions

8. Adjournment

Report Items

1. To report the business of 2020 Explanatory Notes � Please refer to Attachment 1 (pages 9).

2. 2020 Audit Committees' review report Explanatory Notes � Please refer to Attachment 2 (page 14).

3. To report 2020 distribution results of remuneration to employees and directors Explanatory Notes �

(1) According to Article 235-1 of the Company Act and Article 28 of the D-Link’s Articles of Incorporation. 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, profit must first be taken to offset against cumulation losses if any.
(2) The Company hereby allocates its profit for 2020 in the following manner, based on the Articles of Incorporation and refer to industry standard and employee compensation into account:
- A. Distribution of NT$46,800,000(5% of the profit) and NT$4,680,000(0.5% of the profit) in cash as remunerations to employees and directors.
- B. The date of payment of remuneration, should be executed by the chairman of the Board of Director is authorized by the resolution of the board of directors.

4. To report the cash dividend from 2020 profits distribution Explanatory Notes �

(1) According to Article 28-1 of the D-Link’s Articles of Incorporation and the proposed distribution is allocated from the 2020 earnings available for distribution, and cash dividends amounting to NT$195,598,850 were distributed to shareholders at NT$0.3 per share. It is approved by the meeting of board of directors held on March 17, 2021.
(2) The cash dividend will be calculated to the nearest NT dollars. The remainder will be transferred into the Company’s other income. Regarding the date of distribution and ex-dividend transaction or the period of closing the transfer or any matters not covered, if required by laws or competent authority or in response to the fact, the chairman is authorized to deal with it.
(3) If the total number of outstanding shares has changed due to repurchasing of the shares decrease in treasury stock, etc.. So that the ratios of the stock dividend and cash dividends are changed and need to be adjusted, the Board is authorized to make such adjustments.

Adoption Items

1. To adopt 2020 business report and financial statements (Proposed by the Board of Directors)

Explanatory Notes �

(1) The 2020 financial statements of the Company were audited by the CPAs Chou, Pao-Lien and Hsieh, Chiu-Hua of KPMG. The 2020 financial statements and business report have been reviewed by the Audit Committee and was completed and issued.
(2) Please refer to Attachment 1 (page 9~13), Attachment 3 (page15~23) and Attachment 4 (page 24~31).
(3) Please ratify this matter.

Resolution �

2. To adopt 2020 profit distributions of the Corporation (Proposed by the Board of Directors)

Explanatory Notes �

(1) Please refer to the table below for the 2020 distributions of the Corporation.

D-Link Corporation Profit Distribution Table Fiscal Year 2020	Unit�NTD
Item	Amount
Balance,January1,2020	(499,008,120)
Add: Net income in 2020	1,239,925,173
Other comprehensive income (the actuarial gains and losses for defined benefitplan)	4,533,566
Less: Changes in equity of affiliated companies accounted for usingequitymethod	(178,907,239)
Disposal of equity instrument measured at fair value through other comprehensive income bysubsidiaries	(72,687)
Legal capital reserve(10%)	(56,647,069)
Special capital reserve	(207,389,230)
Distributable earnings as at December,31 2020	302,434,394
Less: Cash dividends(NT$0.30/ per share)	(198,598,850)
Balance,December 31,2020	106,835,544

Chairman � John Lee

President � Mark Chen
Chief Accounting Officer � Claire Chou

Resolution �

Directors Election

1. To elect one Independent Director (Proposed by the Board of Directors)

Explanatory Notes �

(1) For resignation of Independent Director, Chung, Hsiang-Feng on Mar. 19, 2021 reasons, we apply to the Meeting of Shareholders to elect one Independent Director.
(2) The company’s directors shall be elected by adopting candidate’s nomination system. Shareholders shall elect the independent director for the list of Independent Director Candidate. Please refer to the list below resolved in the Board of Directors meeting convened on March 30,2021.
(3) The term of office of the Independent Director to be elected shall expire on the same date as the term of the existing directors (from June 18, 2021 to June 14, 2023) Please refer to appendix 3 (page 43~44) for the Procedure for the Election of Directors.
(4) Please elect the new Boards of Directors.

Name	Shareholdings (shares)	Education background	Work Experience	Type
CHU, CHUN-HSIUNG	0	Department of Law, National Chung Hsing University	CurrentLawyer of CYUAN-YING Law Office Independent Director of Honey Hope Honesty Enterprise Co., Ltd. Independent Director of Gloria Material Technology Corp. Independent Director of S-Tech Corp.	Independent Director

Election Results �

Discussions

1. Proposal of Capital Reduction (Proposed by the Board of Directors)

Explanatory Notes �

(1) In order to improve the capital structure and to enhance the return on equity, it is proposed that the Company carry out a capital reduction by distributing cash to shareholders. The total amount of capital reduction shall be NT$521,596,930 and the 52,159,693 common shares shall be cancelled accordingly.
(2) Base on the current capital of 651,996,166 common shares, the capital reduction ratio is about 8%. After the capital reduction, the capital is NT$5,995,364,730, NT$0.8 will be returned in proportion to the number of shares held by each shareholder (rounding off below dollars). However, the paid-in capital and the actual cash reduction ratio will be calculated by the total number of issued shares based on the date for the exchange for new securities.
(3) Calculating by the total number of issued shares, 80 shares will be cancelled per every 1,000 shares (each 1,000 shares of common stock shall be converted and replaced with 920 newly issued shares). For any fractional common share resulting from the capital reduction, the shareholder shall be entitled to having his/her fractional common shares rounded up to a single share by registering with the Company’s stock registrar within 1~5 days of the book closing date. If the shareholders still have fractional common shares or have the overdue process, the Company shall pay cash at par value (rounding off below dollars), referring to the closing price on the last trading day before the cessation of Exchange trading. The Chairman of the Board is hereby authorized to designate persons to purchase all of the fractional shares at price of par value.
(4) No share shall be issued in physical form and the rights and obligations of the newly issued shares are the same as those of the previously issued shares. Before the date of the capital reduction, if there is changes in the proportion of capital reduction and the amount of refund per share as a result of the impacts on the number of shares circulating in the market due to share repurchase, or transfer or cancellation of treasury shares, or the amendment of this proposal of capital reduction due to regulatory amendments, instructions of the competent authorities, or other changes in the macro environment, we propose the meeting of shareholders to authorize the Chairman of the Board to handle and adjust it.
(5) Please decide on this matter.

Resolution �

2. To approve the release of non-competition restrictions for Directors (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. It is requested to release the director candidates from non-competition restrictions starting from the date the director take office.

(3) For the detailed list of director candidates serving concurrently in other companies, please refer to Attachment 5 (page 32~33).
(4) Please decide on this matter.

Resolution �

Extemporary Motions

Adjournment

Attachments

[Attachment 1]

2020 Business Report

1. 2020 Operating Results

(1) Implementation results of the 2020 business plan
Looking back over the past year that was impacted by the COVID-19 pandemic, countries and regions such as India, Russia and Europe began implementing lockdown policies in March , affecting not only the shipments of local agents, but also equipment installation by system integrators. As a result, 2020 revenue for D-Link Corporation ("the Company") declined significantly in the first half of last year compared with the same period in 2019. However, revenue gradually stabilized in the second half of 2020. Due to the appreciation of the New Taiwan Dollar (NTD) to the US Dollar (USD), the Company’s global consolidated annual revenue declined by 11% in terms of NTD. In terms of USD, annual revenue declined by around 7%. Although faced with the challenges of key components shortages and price increases since the fourth quarter of 2020, the Company will continue to strengthen its supply chain management, enhance its core competitiveness, and continue to launch high-quality new products to expand its market share.

(2) Budget execution

The Company did not disclose its financial forecast for 2020.

(3) 2020 Financial results analysis

In 2020, the Company’s global consolidated revenue was NT$15.18 billion, a decrease of 11% compared with 2019; gross margin was 31%, an increase of 3% from 28% in 2019; net operating profit was NT$80 million, which was an increase of NT$460 million from the net operating loss of NT$380 million in 2019; and net income after tax was NT$1.24 billion, an increase of NT$1.75 billion from the net loss after tax of NT$510 million in 2019, generating an after-tax earnings per share of NT$1.90.

(4) Research and development status
1.Switches: completed the development of Nuclias Connect, a cloud management platform with switches series and hardware controllers, etc. The Company also developed and launched the DSS network surveillance switch series; strengthened the industrial switch series products.
2.Wireless routers: successfully launched a full series of Wi-Fi 6 routers; introduced the COVR-1100 wireless mesh router and a new wall-mounted Wi-Fi base station; as well as enhanced the entry-level (AC1200) product line and provided value-added software functions.
3.Broadband network products: began development of gigabit passive optical

network (GPON) gateway and integrated access device (IAD) products. 4.Mobile broadband products: enhanced LTE mobile broadband access products, and took the lead in launching 5G routers for indoor and outdoor use.

5.Digital cameras and the Internet of Things (IoT): launched a full series of digital cameras with high-level security, high-definition image storage, and artificial intelligence (AI) analysis with alert capabilities. The Company also completed a new generation of mydlink Wi-Fi Water Sensor Kit as well as mydlink Mini Wi-Fi Smart Plug with power measurement and recording functions.

2. Overview of 2021 Business Plan

(1) 2021 Operating policies

The Company adheres to the following operating policies to achieve the establ ished strategic goals.

1.Leverage local prescence around the world to stay on top of the trends in the Netcom industry and market, formulate innovative product development plans, solidify relationships with key technology strategic partners, launch high-quality industry leading products, and continue to develop value-added smart functions.

2.Maintain discipline in research and development (R&D) and production, continue to improve processes, optimize global supply chains, and capitalize on the Group's synergy.

3.Global teamwork: Closely communicate the Company's strategies and policies, build consensus across different cultures and regions, and share local success stories.

4.Sustainable operations: Committed to environmental protection, fulfilling social responsibilities, and continuously improving corporate governance.

(2) Sales forecast and basis

1.Switches

In recent years, the global high-end smart switch market has been affected by the stagnant economy and conservative corporate capital expenditures, with growth becoming increasingly saturated .On the other hand, emerging affordable smart switches and Power over Ethernet (PoE) switches have grown substantially with the needs for enterprise virtual servers, IT outsourcing, as well as deployment and expansion of enterprise or public wireless network access points (Wi-Fi AP). On the whole, the small- and medium-sized enterprise (SME) switch market has shown relatively stable growth in supply

and demand because of its technology, distribution channels, and service barriers to operations. Unmanaged switches declined slightly. The Company will strengthen its sales teams in various regions, actively develop system integration (SI) channels, prioritize smart switches and Nuclias/Nuclias Connect cloud management platforms, and focus on overall solutions.

2.Wireless routers

In addition to the netcomcompanies, mobile phone devicevendors, online service providers and local telecom operators have all entered the home wireless router market. The Company’s Wi-Fi 6 products and mesh routers have built-in AI functions which allow consumers to better experience products speed, convenience, smoothness and security. Leveraging global distribution channels and software services, the Company can still begin the revival of the wireless router market despite market competition. Due to the pandemic in 2020, wireless netcom products experienced a short-term boom , benefiting from the stay-at-home economy, such as remote work and learning. Shipment growth in the first half of the year is expected to slow down Due to the impact from core chipset shortages in 2021. However, as the supply chain gradually stabilizes and the Company's many new AI routers successively launches, growth in the second half of the year is anticipated.

3.Broadband network products

DSL fixed broadband network has maintained a certain market share in the network technology market due to its stable speed and low cost. Although vendors in China have engaged in price competition, future growth is anticipated as the Company focuses its products on a few competitive models to reduce costs, while also prepares materials in advance to stabilize supply. In addition, the Company is maintaining its existing customers through customized software and actively exploring sources for new customers. The Company did not engage in the development of GPON until mid-2020 but has already achieved considerable results. In the future, the Company will expand its product series and enhance the added value of its customized software and hardware, while strengthening its bids for telecommunications projects. The pandemic has increased the demand for broadband access, which is still expected to grow considerably this year.

4.Mobile broadband products

The Company led the industry in launching sub-6 5G indoor routers and 5G portable routers, which has shipped mass quantities in the European market. Future launches of 5G outdoor routers, millimeter wave routers, 5G small cells, and 5G private network vertical solutions will embrace the global 5G mobile communications booms.

11 -

5.Digital cameras and IoT

In recent years, the competition in the IP Camera market has been fierce, and AI wireless network cameras with AI analysis functions have become the mainstream. Due to the rise of handheld smart devices and various cloud applications, coupled with increasing demand for security surveillance, the market still maintains a high compound annual growth rate. With the Company’s continued investment in R&D, application of higher than industry network security standards, strengthening of the integration of AI functions, and increases of affordable cloud applications, device sales and the proportion of service fee income are expected to increase.

(3) Important production and sales policies this year Affected by factors such as the pandemic, the US-China trade war, and the commercialization of 5G technology, netcom technologies have undergone substantial changes. On the other hand, the production capacity for the key chip in netcom equipment is still insufficient. Due to the factors above, the guiding principles of the Company's 2021 major sales strategy are "selection" and "concentration", in order to accumulate volume and reduce costs in obtaining chip supply. The Company is organized into three business groups: Pan-American, Pan-European, and Pan-Asia Pacific. Although each business group implements different sales policies appropriate for the different attributes of its customers, a common theme is the expansion of the online e-commerce market and the offline physical market, while developing the corporate market and enhancing the longterm relationship with telecom operators.

3. Future development strategy

(1) Short-term

1.Cooperate with high-quality original design manufacturers (ODM) to build a controllable supply chain system with close relationships.
2.Reestablish D-Link's brand image and enhance brand value from three aspects: performance, cost, and corporate identity.

(2) Mid- and long-term

1.Achieve extremely simplified installation and management of Netcom products with cloud computing as the main pillar.
2.Create stable and advanced Netcom products with excellent radio frequency and high-speed signal technology.
3.Deliver enterprise solutions based on application sites.
4.The impact of external competition environment, legal environment, and overall business environment

Competition in the netcom market is fierce. Not only are new brands entering the market one after another, but also ODMs are often directly involved in telecom bidding projects. In order to strengthen product competitiveness, the Company established a strategic procurement department and an e-commerce department to reduce procurement and operating costs. The Company will control core software and hardware technologies to differentiate its products and avoid price competition. In response to the ongoing China-US trade war, the Company has also reduced the proportion of products manufactured in mainland China to effectively lowertariff barriers. The Company has also been preparing for "local manufacturing" in response to rising security awareness in various countries. The Company has established the Business Council for Sustainable Development to not only strive striving for profitability in its core business, but also to create a sustainable business environment from three aspects: environment, society, and corporate governance.

Overall, the introduction and administration of vaccines will effectively control the pandemic. However, there are potential risks in exchange rate and raw material price fluctuations as some countries may begin to adopt a tight currency policy after the pandemic. In addition, due to the impact of the pandemic this year, there are key chipset shortages and the supply chain is facing severe challenges. In response to material shortages and price fluctuations, the Company has strategically prepared materials to reduce risks.

Chairman � John Lee

President � Mark Chen

Chief Accounting Officer � Claire Chou

[Attachment 2]

Audit Committees' Review Report

The 2020 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 2020 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

2021 General Shareholders' Meeting, D-Link Corporation

Convener of the Auditing Committee: Chen, Chin-Ming Mar. 17, 2021

[Attachment 3]

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of D-Link Corporation as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard NO. 10 by the Financial Supervisory Commission, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, D-Link Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

D-Link Corporation Chairman: John Lee Date: March 17, 2021

Independent Auditors’ Report

To the Board of Directors of D-LINK CORPORATION:

Opinion

We have audited the consolidated financial statements of D-LINK CORPORATION and its subsidiaries, which comprise the consolidated statement of financial position as of December 31, 2020 and 2019, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of another auditor (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of D-LINK CORPORATION and its subsidiaries as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of D-LINK CORPORATION and its subsidiaries in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. based on our audits and the report of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matters

We did not audit the financial statements of D-Link International Pte. Ltd. and D-Link Brazil LTDA, subsidiaries of D-Link Corporation as of and for the year ended December 31, 2020, and the financial statements of D-Link International Pte. Ltd. as of and for the year ended December 31, 2019. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for above subsidiaries, is based solely on the reports of other auditors. The financial statements of above subsidiaries reflect the total assets constituting 6% and 5% of the consolidated total assets at December 31, 2020 and 2019, respectively, and the total revenues constituting 8% of the consolidated total revenues for the years ended December 31, 2020 and 2019, respectively.

D-LINK CORPORATION has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with other matters paragraph.

Key Audit Matters

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

1. Valuation of inventories

Please refer to Note 4(i) for accounting policy of inventory, Note 5(b) for accounting estimations and assumption uncertainty of inventory valuation, and Note 6(e) for the write-down of inventories to net realizable value.

Most inventories of the Consolidated Company are internet solution products, which are measured at the lower of cost or net realizable value. As a result of competitive and rapidly changing environment where the Consolidated Company is located in, its internet solution products may become out-of-date and can no longer meet the market needs, resulting in a fluctuation in the price of these products. The estimation of the net realizable value involves a subjective judgment of the Consolidated Company’s management, which results in a risk that inventory cost may exceed its net realizable value.

How the matter was addressed in our audit:

For valuation of inventories, we observed the physical count of inventories at year end to inspect the condition of inventories; reviewed the inventory aging reports to assess the reasonableness of the Consolidated Company’s inventory provision rate. To ascertain whether management’s estimate of inventory provision was adequate, we evaluated the net realizable value basis adopted by the Consolidated Company's management. Furthermore, we assessed the appropriateness of the Consolidated Company management’ s estimation of inventory provision. We also assessed the appropriateness of the Consolidated Company’ s relevant disclosure of inventories.

Valuation of allowance for doubtful account

Please refer to Note 4(h) for accounting policy of allowance for doubtful account, Note 5(a) for accounting estimations and assumption uncertainty of impairment assessment of accounts receivable, and Note 6(c) for the analysis of accounts receivable and aging analysis.

Key audit matter explanation:

The Consolidated Company evaluates the recoverability of its accounts receivable based on credit rating and aging analysis and uses the forward-looking expected loss model. Therefore, the valuation of allowance for doubtful account involves a subjective judgment of management, and thus, needs significant attention in our audit.

How the matter was addressed in our audit:

We tested the effectiveness of the Consolidated Company’ s controls on the receivable collection and reviewed their records, then sent letters of confirmation request to the counterparties of the Consolidated Company. In order to assess the reasonableness of the Consolidated Company’s valuation of allowance for doubtful accounts, we evaluated the assumptions adopted by management in valuation and the previous year’ s collection situation to assess whether there was any significant abnormality in the expected credit losses on the accounts receivable. We also assessed the appropriateness of the Consolidated Company’ s relevant disclosure of accounts receivable.

Revenue recognition

Please refer to Note 4(q) for accounting policy of revenue recognition and Note 6(v) for sales details of the consolidated financial statements.

Key Audit Matter Explanation:

The Consolidated Company sells internet related products and services, and aims to offer high-quality internet solution proposals to global consumers and enterprises. Revenue is the key performance indicator to evaluate the Consolidated Company's performance. Consequently, we have determined revenue recognition to be a key audit matter.

How the matter was addressed in our audit:

We tested the effectiveness of the Consolidated Company’ s controls on revenue recognition; evaluated whether the terms of sale were consistent with the accounting standards and checked relevant sales documents; analyzed and compared the changes in sales to major customers to assess the reasonableness of revenue recognition.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance are responsible for overseeing D-LINK CORPORATION and its subsidiaries’ financial reporting process.

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

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of D- LINK CORPORATION and its subsidiaries’ internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on D-LINK CORPORATION and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause D-LINK CORPORATION and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Company to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Chou, Pao-Lian and Hsieh, Cho-Ha.

KPMG

Taipei, Taiwan (Republic of China) March 17, 2021

Notes to Readers

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

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

					December 31, 2019	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
					December 31, 2020	Amount %			18,324 -	123,995 1	230 -	2,376,692 15	367,482 2	1,380,725 9	63,179 -	259,953 2	147,068 1	53,059 -	555,409 3	5,346,116 33		282,833 2	349,906 2	231,020 1	863,759 5	6,209,875 38		6,519,961 41	1,523,313 10		2,053,379 13	205,562 1	566,471 4	2,825,412 18	(1,609,191) (10)	9,259,495 59	480,860 3	9,740,355 62	$ 15,950,230 100
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)	D-LINK CORPORATION AND SUBSIDIARIES	Consolidated Balance Sheets	December 31, 2020 and 2019	(Expressed in Thousands of New Taiwan Dollars)	December 31, 2020 December 31, 2019	Amount % Amount % Liabilities and Equity	Current liabilities:	$ 6,216,327 39 3,141,284 20 2120 Financial liabilities at fair value through profit or loss-current (notes 6(b)	238,951 2 70,549 - and (p))	2,647 - 8,802 - 2130 Current contract liabilities (note 6(v))	3,061,366 19 3,575,633 23 2150 Notes payable	- - 217 - 2170 Accounts payable	- - 30,595 - 2180 Accounts payable to related parties (note 7)	55,821 - 61,806 - 2200 Other payables (note 7)	38,744 - 40,144 - 2230 Current tax liabilities	2,442,783 16 2,836,939 18 2250 Current provisions (note 6(n))	495,283 3 395,518 3 2280 Current lease liabilities (note 6(m))	12,551,922 79 10,161,487 64 2300 Other current liabilities (note 6(p))	2365 Current refund liability (note 6(o))		454,435 3 440,095 3 Non-Current liabilities:	- - 2,029,686 13 2570 Deferred tax liabilities (note 6(s))	1,029,671 6 1,081,754 7 2580 Non-current lease liabilities (note 6(m))	470,158 3 554,077 4 2600 Other non-current liabilities (notes 6(r) and 7)	39,272 - 39,669 -	511,329 3 586,308 4 Total liabilities	745,635 5 634,247 4 Equity attributable to owners of parent: (note 6(t))	147,808 1 183,687 1 3110 Ordinary shares	3,398,308 21 5,549,523 36 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	$ 15,950,230 100 15,711,010 100 Total liabilities and equity
						Assets	Current assets:	Cash and cash equivalents (note 6(a))	Financial assets at fair value through profit or loss-current (note 6(b))	Notes receivable, net (note 6(c))	Accounts receivable, net (note 6(c))	Accounts receivable due from related parties, net (note 7)	Finance lease payment receivable (note 6(d))	Other receivables (notes 6(c) and 7)	Current tax assets	Inventories (note 6(e))	Other current assets (notes 7 and 8)		Non-current assets:	Financial assets at fair value through other comprehensive income-	��current (note 6(b))	Investments accounted for using equity method (note 6(f))	Property, plant and equipment (note 6(h))	Right-of-use assets (note 6(i))	Investment property, net (note 6(j))	Intangible assets (note 6(k))	Deferred tax assets (note 6(s))	Other non-current assets (note 8)											Total assets
								1100	1110	1150	1170	1180	1197	1200	1220	130X	1470			1517		1550	1600	1755	1760	1780	1840	1900

Consolidated Statements of Comprehensive Income

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

For the years ended December 31, 2020 and 2019

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

4000 5000 Net operating revenues(note 6(v) and 7) Operating costs (note 6(e), (r) and 7) Gross profit from operations Operating expenses: (note 6(c), (h), (i), (j), (m), (q), (r) and (w)) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Reversal of expected credit losses (note 6(c)) Net operating income (loss) Non-operating income and expenses: 7100 Interest income (note 6(x)) 7010 Other income (note 6(x) and 7) 7020 Other gains and losses (notes 6(f), (p), (x), (z) and 7) 7050 Finance costs (note 6(m), (p) and (x)) 7060 Share of profit of associates accounted for using equity method (note 6(f)) Total non-operating income and expenses Profit (loss) before tax 7950 Less: Income tax expenses (note 6(s)) Net profit (loss) 8300 Other comprehensive income (loss): 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 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 8349 Less: 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(t) and (y)) 8361 Exchange differences on translation of foreign financial statements 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 8399 Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss (note 6(s)) 8300 Other comprehensive loss, net Total comprehensive income (loss) of tax Net profit (loss) attributable to: Owners of parent Non-controlling interests Comprehensive income (loss) attributable to: Owners of parent Non-controlling interests Basic earnings per share (New Taiwan dollars) (note 6(u)) Diluted earnings per share (New Taiwan dollars) (note 6(u))	2020	2019
	Amount % $ 15,179,443 100 10,404,148 69 4,775,295 31 2,623,485 17 952,285 6 1,127,417 7 (8,118) - 4,695,069 30 80,226 1 16,524 - 2,542 - 1,342,742 9 (28,284) - 82,976 - 1,416,500 9 1,496,726 10 186,166 1 1,310,560 9 4,534 - 16,739 - 59,684 1 - - 80,957 1 (439,672) (3) 55,373 - 68,189 - (316,110) (3) (235,153) (2) $ 1,075,407 7 $ 1,239,925 8 70,635 1 $ 1,310,560 9 $ 1,040,482 7 34,925 - $ 1,075,407 7 $ 1.90	Amount % 16,996,048 100 12,256,516 72 4,739,532 28 3,168,206 19 934,954 5 1,064,731 6 (43,603) - 5,124,288 30 (384,756) (2) 41,921 - 6,721 - 23,678 - (40,440) - 63,323 - 95,203 - (289,553) (2) 152,188 1 (441,741) (3) 5,070 - (11,305) - 2,019 - - - (4,216) - (86,804) - (10,826) - 4,016 - (93,614) - (97,830) - (539,571) (3) (508,327) (3) 66,586 - (441,741) (3) (585,979) (3) 46,408 - (539,571) (3) (0.78)
	$ 1.90	(0.78)

See accompanying notes to consolidated financial statements.

													Total equity	9,616,932		(3,796)	9,613,136	(441,741)	(97,830)	(539,571)		-	-			(5,898)	(65,200)	(65,200)	(11,228)		-	8,926,039	1,310,560	(235,153)	1,075,407			(254,401)	(6,690)		-	9,740,355
											Non-	controlling	interests	417,445		-	417,445	66,586	(20,178)	46,408		-	-			-	-	-	(11,228)		-	452,625	70,635	(35,710)	34,925			-	(6,690)		-	480,860
										Total equity	attributable	to owners of	parent	9,199,487		(3,796)	9,195,691	(508,327)	(77,652)	(585,979)		-	-			(5,898)	(65,200)	(65,200)	-		-	8,473,414	1,239,925	(199,443)	1,040,482			(254,401)	-		-	9,259,495
													Others	(15,138)		-	(15,138)	-	11,654	11,654		-	-			-	-	-	-		-	(3,484)	-	3,484	3,484			-	-		-	-
(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, 2020 and 2019	(Expressed in Thousands of New Taiwan Dollars)	Equity attributable to owners of parent	Total other equity interest	Retained earnings	Unrealized gains	Unappropriated (losses) on financial	retained Exchange assets measured at	earnings differences on fair value through	Capital Legal Special (Accumulated translation of foreign other comprehensive	surplus reserve reserve deficits) financial statements income	1,669,905 2,107,941 - 216,200 (1,151,611) (147,771)		- - - (3,796) - -	1,669,905 2,107,941 - 212,404 (1,151,611) (147,771)	- - - (508,327) - -	- - - 1,205 (85,090) (5,421)	- - - (507,122) (85,090) (5,421)		- 10,638 - (10,638) - -	- - 205,562 (205,562) - -			(5,898) - - - - -	- (65,200) - - - -	(65,200) - - - - -	- - - - - -		- - - 11,910 - (11,910)	1,598,807 2,053,379 205,562 (499,008) (1,236,701) (165,102)	- - - 1,239,925 - -	- - - 4,534 (283,884) 76,423	- - - 1,244,459 (283,884) 76,423			(75,494) - - (178,907) - -	- - - - - -		- - - (73) - 73	1,523,313 2,053,379 205,562 566,471 (1,520,585) (88,606)
												Ordinary	shares	6,519,961		-	6,519,961	-	-	-		-	-			-	-	-	-		-	6,519,961	-	-	-			-	-		-	6,519,961
														$																												$
														Balance at January 1, 2019	Effects of retrospective application (accounted for using	equity method)	Equity at beginning of period after adjustments	Net profit (loss)	Other comprehensive income (loss)	Total comprehensive income (loss)	Appropriation and distribution of retained earnings:	Legal reserve	Special reserve	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	Net profit	Other comprehensive income (loss)	Total comprehensive income (loss)	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	Balance at December 31, 2020

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Reversal of expected credit losses Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Gain on disposal of investments Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Increase in financial assets at fair value through profit or loss Decrease in notes receivable Decrease in accounts receivable Decrease in other receivables Decrease in inventories Increase in other current assets Decrease in other non-current assets Total changes in operating assets Increase (decrease) in current contract liabilities (Decrease) increase in notes payable Increase (decrease) in accounts payable Decrease in accounts payable to related parties Decrease in other payable Decrease in current provisions (Decrease) increase in current 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 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 in guarantee deposits received Payment of lease liabilities Cash dividends paid Change in non-controlling interests Payment of bonds payable 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	2020	2019
	$ 1,496,726 246,409 56,818 (8,118) 14,478 28,284 (16,524) (879) (82,976) (1,297,668) (201,473)	(289,553) 271,684 56,085 (43,603) 82,774 40,440 (41,921) (4,909) (63,323) (36,016) (67,363)
	(1,261,649)	193,848
	(145,364) 6,155 538,998 5,985 794,445 (159,480) 34,388	(64,871) 20,739 710,810 29,611 372,202 (19,938) 11,770
	1,075,127	1,060,323
	6,552 (347) 391,111 (559,285) (98,387) (23,155) (29,780) 3,355 (2,819)	(21,546) 182 (227,357) (381,563) (235,112) (36,402) 46,417 4,024 (51,063)
	(312,755)	(902,420)
	762,372	157,903
	(499,277)	351,751
	997,449 16,524 40,027 (20,172) (91,804)	62,198 41,921 121,671 (48,552) (130,977)
	942,024	46,261
	- 2,823,808 (77,909) 594 1,491 (3,648) 59,715	28,833 28,968 (72,356) 2,398 50,368 (26,929) 777
	2,804,051	12,059
	- 1,163 (225,225) - (6,690) (608)	(950,000) 16,543 (180,011) (130,400) (11,228) -
	(231,360)	(1,255,096)
	(439,672) 3,075,043 3,141,284	(86,804) (1,283,580) 4,424,864
	$ 6,216,327	3,141,284

See accompanying notes to consolidated financial statements.

[Attachment 4]

Independent Auditors’ Report

To the Board of Directors of D-LINK CORPORATION:

Opinion

We have audited the financial statements of D-LINK CORPORATION, which comprise the statement of financial position as of December 31, 2020 and 2019, and the statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of another auditor (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the year ended December 31, 2020 and 2019 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of the financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of D-LINK CORPORATION in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. based on our audits and the report of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matters

We did not audit the financial statements of D-Link International Pte. Ltd. and D-Link Brazil LTDA, subsidiaries of D-Link Corporation as of and for the year ended December 31,2020, and the financial statements of D-Link International Pte. Ltd as of and for the year ended December 31,2019. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for above subsidiaries, is based solely on the report of other auditors. Investments accounted for using equity method of above subsidiaries reflect the total assets of $1,383,283 thousand and $1,556,378 thousand, constituting 12% and 13%, of the total assets at December 31, 2020 and 2019, respectively. Besides, the share of profit (loss) of associates accounted for using equity method of $(108,998) thousand and $(78,236) thousand, constituting (8)% and 15%, of the net profit (loss) before tax for the years ended December 31, 2020 and 2019, respectively.

Key Audit Matters

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

Evaluation of investments accounted for using equity method

Please refer to Note 4(h) “Summary of significant accounting policies – Investment in associates”, Note 4(i) “Summary of significant accounting policies – Investment in subsidiaries”, and Note 6(e) “Explanation of significant accounts - Investments accounted for using equity method” of the parent-company-only financial statements.

Key Audit Matter Explanation:

Investments accounted for using equity method is a material asset to D-LINK CORPORATION, and is significant in its financial statements, with a book value amounting to $7,869,038 thousand as of December 31, 2020. Therefore, it has been identified as one of the key matters in our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Communicating with other auditors who audited the financial statements of the associates and subsidiaries of D-Link Corporation, including issuing group audit instruction to subsidiaries and associates, and obtaining the financial statements audited by other auditors. Another auditors performing audit procedures on inventories, accounts receivable and revenue, such as inventory evaluation, accounts receivable evaluation, as well as reviewing the correctness of value and timing of revenue recognition, reviewing and evaluating the reasonableness of main operation changes of the investments; comparing the financial statements of the Company’s investments accounted for using equity method with the group reporting information provided by other auditors, and issuing confirmation letters; as well as considering the adequacy of company’s disclosures about its accounts.

Revenue recognition

Please refer to Note 4(q) for accounting policy of revenue recognition and Note 6(s) for sales details of the financial statements.

Key Audit Matter Explanation:

The Company sells internet related products and services, and aims to offer high-quality internet solution proposals to global consumers and enterprises. Revenue is the key performance indicator to evaluate the Company's performance, and thus, needs significant attention in our audit.

How the matter was addressed in our audit:

We tested the effectiveness of the Company’s controls surrounding revenue recognition; reviewed relevant sales documents to evaluate whether terms of sale are consistent with the accounting standards; analyzed and compared the changes in sales to major customers to assess the reasonableness of revenue recognition.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance are responsible for overseeing D-LINK CORPORATION’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit.

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

The engagement partners on the audit resulting in this independent auditors’ report are Chou, Pao-Lian and Hsieh, Cho-Ha.

KPMG

Taipei, Taiwan (Republic of China) March 17, 2021

Notes to Readers

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

The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.

					December 31, 2019	Amount %		1,438,269 12		73,148 1	7,832 -	256 -	186,993 2	75,169 1	376,389 3	150,862 1	4,021 -	47,682 -	357,577 3	2,718,198 23		152,434 1	15,355 -	697,649 6	865,438 7	3,583,636 30		6,519,961 54	1,598,807 13		2,053,379 17	205,562 2	(499,008) (4)	1,759,933 15	(1,405,287) (12)	8,473,414 70	12,057,050 100
					December 31, 2020	Amount %		$ 845,263 7		224 -	9,079 -	11 -	128,467 1	6,151 -	405,257 3	202,212 2	3,017 -	32,582 -	98,901 1	1,731,164 14		267,896 2	9,230 -	681,327 6	958,453 8	2,689,617 22		6,519,961 54	1,523,313 13		2,053,379 17	205,562 2	566,471 5	2,825,412 24	(1,609,191) (13)	9,259,495 78	$ 11,949,112 100
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)	D-LINK CORPORATION	Balance Sheets	December 31, 2020 and 2019	(Expressed inThousands of New Taiwan Dollars)	December 31, 2020 December 31, 2019	Assets Amount % Amount % Liabilities and Equity	Current assets: Current liabilities:	Cash and cash equivalents (note 6(a)) $ 1,777,351 15 493,602 4 2100 Short-term loans (notes 6(j) and 7)	Financial assets at fair value through profit or loss�current (notes 6(b)) 20,861 - 1,494 - 2120 Financial liabilities at fair value through profit or loss�current (notes 6(b)	Notes receivable, net (note 6(c)) 2,646 - 8,802 - and (n))	Accounts receivable, net (note 6(c)) 160,857 2 240,854 2 2130 Contract liabilities ─ current (note 6(s))	Accounts receivable due from related parties, net (note 7) 97,611 1 51,828 - 2150 Notes payable	Other receivables (notes 6(c) and 7) 26,642 - 43,600 - 2170 Accounts payable	Current tax assets 962 - 196 - 2180 Accounts payable to related parties (note 7)	Inventories (note 6(d)) 127,022 1 116,786 1 2200 Other payables (note 7)	Other current assets 29,542 - 30,168 - 2250 Provisions ─ current (note 6(l))	2,243,494 19 987,330 7 2280 Current lease liabilities (note 6(k))	Non-current assets: 2365 Refund liability-current (note 6(m))	Financial assets at fair value through other comprehensive income ─ non- 2300 Other current liabilities (note 6(n))	current (note 6(b)) 364,655 3 166,183 2	Investments accounted for using equity method (note 6(e) and 7) 7,869,038 66 9,535,414 79 Non-Current liabilities:	Property, plant and equipment (notes 6(g) and 7) 752,385 6 745,800 6 2570 Deferred tax liabilities (note 6(p))	Right-of-use assets (note 6(f)) 11,928 - 19,231 - 2580 Non-current lease liabilities (note 6(k))	Investment property, net (note 6(h)) 39,272 - 39,669 - 2600 Other non-current liabilities (notes 6(o) and 7)	Intangible assets (note 6(i)) 74,300 1 122,932 1	Deferred tax assets (note 6(p)) 587,690 5 435,438 5 Total liabilities	Other non-current assets (note 8) 6,350 - 5,053 - Equity: (note 6(q))	9,705,618 81 11,069,720 93 3100 Capital stock	3200 Capital surplus	Retained earnings:	3310 Legal reserve	3320 Special reserve	3350 Unappropriated retained earnings (Accumulated deficit)		3400 Other equity interest (note 6(q))	Total equity	Total assets $ 11,949,112 100 12,057,050 100 Total liabilities and equity
								1100	1110	1150	1170	1180	1200	1220	130X	1410			1517		1550	1600	1755	1760	1780	1840	1900

(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, 2020 and 2019

(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 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 (reversal gain) (note 6(c)) Net operating loss Non-operating income and expenses: 7100 Interest (note 6(u)) 7010 Other income (notes 6(u) and 7) 7020 Other gains and losses (note 6(b), (n), (u) 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 expenses (benefit) (note 6(p)) Net profit (loss) 8300 Other comprehensive income (loss): 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains 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 of foreign financial statements 8380 Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method, components of other comprehensive income (loss) 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(loss) Basic earnings per share (New Taiwan dollars) (note 6(r)) Diluted earnings per share (New Taiwan dollars) (note 6(r))		2020 Amount % $ 1,508,054 100 639,186 42 868,868 58 373,786 25 316,865 21 806,888 54 (647) - 1,496,892 100 (628,024) (42) 1,209 - 9,394 1 1,223,881 81 (8,898) (1) 717,221 48 1,942,807 129 1,314,783 87 74,858 5 1,239,925 82 4,534 - 18,150 1 58,273 4 - - 80,957 5 (403,962) (27) 55,373 4 (68,189) (5) (280,400) (18) (199,443) (13) $ 1,040,482 69 $ 1.90	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) 279 - 16,438 - (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) (1) (4,016) - (73,436) (5) (77,652) (5) (585,979) (35) (0.78)

		$ 1.90	(0.78)

See accompanying notes to parent company only financial statements.

													Total equity		9,199,487	(3,796)	(3,796)	9,195,691		(508,327)	(77,652)	(77,652)	(585,979)	(585,979)		-	-		(5,898)	(65,200)	(65,200)		-		8,473,414	1,239,925	(199,443)	(199,443)	1,040,482			(254,401)		-		9,259,495
													Others		(15,138)	-		(15,138)		-	11,654		11,654			-	-		-	-	-		-		(3,484)	-	3,484		3,484			-		-		-
(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, 2020 and 2019	(Expressed inThousands of New Taiwan Dollars)	Total other equity interest	Retained earnings Unrealized gains	(losses) on	financial assets	Unappropriated Exchange measured at fair	retained differences on value through	earnings translation of other	Ordinary Capital Legal Special (Accumulated foreign financial comprehensive	shares surplus reserve reserve deficits) statements income		Balance at January 1, 2019 $ 6,519,961 1,669,905 2,107,941 - 216,200 (1,151,611) (147,771)	Effects of retrospective application (accounted for using equity method) - - - - (3,796) - -		Equity at beginning of period after adjustments 6,519,961 1,669,905 2,107,941 - 212,404 (1,151,611) (147,771)		Net loss - - - - (508,327) - -	Other comprehensive income (loss) - - - - 1,205 (85,090) (5,421)		Total comprehensive income (loss) - - - - (507,122) (85,090) (5,421)		Appropriation and distribution of retained earnings:	Legal reserve - - 10,638 - (10,638) - -	Special reserve - - - 205,562 (205,562) - -	Other changes in capital surplus:	Changes in equity of associates accounted for using equity method - (5,898) - - - - -	Cash dividends from legal reserve - - (65,200) - - - -	Cash dividends from capital surplus - (65,200) - - - - -	Subsidiaries disposal of investments in equity instruments designated at fair value	through other comprehensive loss - - - - 11,910 - (11,910)		Balance at December 31, 2019 6,519,961 1,598,807 2,053,379 205,562 (499,008) (1,236,701) (165,102)	Net profit - - - - 1,239,925 - -	Other comprehensive income (loss) - - - - 4,534 (283,884) 76,423		Total comprehensive income (loss) - - - - 1,244,459 (283,884) 76,423		Other changes in capital surplus:	Changes in equity of associates accounted for using equity method - (75,494) - - (178,907) - -	Subsidiaries disposal of investments in equity instruments designated at fair value	through other comprehensive loss - - - - (73) - 73		Balance at December 31, 2020 $ 6,519,961 1,523,313 2,053,379 205,562 566,471 (1,520,585) (88,606)

(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, 2020 and 2019

(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 (Reversal gain) expected credit loss Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Share of (profit) loss of subsidiaries and associates accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of investments Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease in notes receivable Decrease (increase) in accounts receivable (Increase) decrease in accounts receivable due from related parties Decrease in other receivable Decrease (increase) in inventories Decrease in other current assets (Increase) decrease in other non-current assets Total changes in operating assets Increase (decrease) in contract liabilities (Decrease) increase in notes payable (Decrease) increase in accounts payable Decrease in accounts payable to related parties Increase (decrease) in other payable Decrease in provisions Decrease in refund liabilities (Decrease) 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 (used in) from operating activities Cash flows from (used in) investing activities: Acquisition 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 Acquisition of intangible assets Other investing activities Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: (Decrease) increase in short-term loans Repayments of bonds Payment of lease liabilities Cash dividends paid Net cash flows (used in) from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2020	2019
	$ 1,314,783 60,434 51,481 (647) 8,056 8,898 (1,209) (717,221) (306) (1,250,434) 51,984	(513,555) 63,912 51,133 1,052 77,932 11,892 (279) 77,895 (191) (29,558) 11,182
	(1,788,964)	264,970
	6,156 80,644 (45,783) 16,958 275 626 (1,471)	20,739 (84,944) 604 982,360 (33,559) 24,091 261
	57,405	909,552
	1,247 (245) (58,526) (69,018) 28,807 (11,164) (15,100) (34) (995)	(30,600) 240 91,116 (9,905) (914,450) (11,890) (21,141) 3,754 (3,187)
	(125,028)	(896,063)
	(67,623)	13,489
	(1,856,587)	278,459
	(541,804) 1,209 40,867 (6,729) (1,864)	(235,096) 279 618,164 (3,972) (746)
	(508,321)	378,629
	(180,322) 2,634,803 (62,854) 439 (2,849) 174	- - (57,310) 191 (22,178) 45,531
	2,389,391	(33,766)
	(593,006) (608) (3,707) -	207,969 - (606) (130,400)
	(597,321)	76,963
	1,283,749 493,602	421,826 71,776
	$ 1,777,351	493,602

See accompanying notes to parent company only financial statements.

[Attachment 5]

D-Link Corporation

Details on the 12th Board of Directors holding concurrent positions in other companies

Title	Name	Release restriction items
Director	John Lee	Legal Representative: D-Link International Pte Ltd., D-Link Investment Pte. Ltd.
Director	Young Syun Investment Co., Ltd.	Director: CAMEO COMMUNICATIONS, INC.
Director	Joseph Wang	Chairman: KINGS ASSET MANAGEMENT CO., LTD., AIWAN STEEL GROUP UNITED CO., LTD., TAIWAN NETWORK GROUP UNITED CO., LTD., GLORIA MATERIAL TECHNOLOGY CORP., S-TECH CORP., HOMKOM PRECISION INDUSTRY CORP., GUANZHOU GOLDWAY SPECIAL METAL CORP., LTD., TIANJIN GOLDWAY SPECIAL METAL CORP., LTD., XI'AN GOLDWAY SPECIAL METAL CORP., LTD., ZHEJIANG JIAXING GOLDWAY SPECIAL METAL CORP., LTD., SHIANG YANG METAL MATERIAL TECHNOLOGY CO., LTD., HO YANG INVESTMENT CORP., ALLOY TOOL STEEL INC., G-YAO ENTERPRISES LTD., ALL WIN ENTERPRISES LTD., FAITH ENTERPRISES LTD. Vice Chairman: CHUN ZU MACHINERY INDUSTRY CO., LTD. Director: CHUN YU WORKS & CO., LTD., SOFT-WORLD INTERNATIONAL CORPORATION, TAIWAN STYRENE MONOMER CORPORATION, CAMEO COMMUNICATIONS, INC., CHUN BANG PRECISION CO., LTD., CHUNYU BIO-TECH CORP., CHUN YU INVESTMENT CO., LTD., SHANGHAI CHUN ZU MACHINERY INDUSTRY CO., LTD. Independent Director: HUANG LONG DEVELPOMENT CO., LTD. Supervisor: CHUNYU(DONGGUAN) METAL PRODUCTS CO., LTD., SHANGHAI UCHEE HARDWARE PRODUCTS CO.,LTD
Director	Victor Kuo	Chairman: AMIT WIRELESS INC. Legal Representative: Amigo Technology Inc., Yong Rui Investment Co.,Ltd.
Director	David Tai	Chairman: Paralink ASEAN Management Ltd., Hui-Pen Management Consulting Co., Ltd., Paralink Asset Management Asia Ltd. Taiwan Branch Director: HEP TECH CO., LTD., WAYS TECHNICAL CORP., LTD., ACON OPTICS. General Manager: Hua-Su Venture Capital Ltd.

Director	Howard Kao	Chairman: D-Link (India) Ltd. Legal Representative: D-Link Canada Inc., D-Link Holding Co. Ltd, D-Link Shiang-Hai (Cayman) Inc., D-Link International Pte. Ltd., D-Link Russia Investment Co. Ltd., D-Link Mexicana S.A de C.V, D-Link Japan K.K., D-Link Investment Pte. Ltd., D-Link Latin-America CompanyLtd.,Wishfi Pte. Ltd.,D-Link International Pte. Ltd.
Independent Director	Richard Chen	Independent Director: GENERALPLUS TECHNOLOGY INC., Radiant Innovation Inc., ADVANCED WIRELESS & ANTENNA INC.
Independent Director	Richard Lee	Director: TAIWAN STYRENE MONOMER CORPORATION Independent Director: TAIWAN TEA CORPORATION, TATUNG COMPANY Partner Lawyer of Yuan-Chen & Partners Attorneys-at-law
Independent Director	Chu, Chun-Hsiung	Independent Director: Honey Hope Honesty Enterprise Co., Ltd., Gloria Material Technology Corp., S-Tech Corp.

Appendices

[Appendix 1]

Rules and Procedures of Shareholding’s Meeting

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

Unless otherwise provided by law or regulation, the rules of procedures for this Company’s shareholders meetings, shall be as provided in these Rules.
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.
Attendance and voting at a shareholders meeting shall be calculated based the number of shares.
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.
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.
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.
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.
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 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.
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.

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.

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.

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.
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.
After an attending shareholder has spoken chair may respond in person or direct relevant personnel to respond.
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.
Vote monitoring and counting personnel for the voting on a motion shall be 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.
During a meeting, the chairman may announce for a break based on time considerations.
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.
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.
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”.
These Rules, and any amendments hereto, shall be implemented the from the date of approval by shareholders meetings.

[Appendix 2]

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 3: 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 4: For the business operation of the Company, the Company may provide guarantees upon approval from the Board of Directors.
Article 5: 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 6: The Company shall make public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shareholding

Article 7: 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 into 75,000,000 shares, reserved for issuing employee stock options, and may be paid-up in installments.
Article 7-1: 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 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 9: The matters regarding stock affairs shall proceed in accordance with stipulation of “Regulations Governing the Administration of Shareholder Services of Public Companies” and other relevant laws and regulations issued by the securities authorities.
Article 10: The entries in the Company’s shareholders’ rosters shall not be altered within 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: 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 14: Except in the circumstances otherwise provided for in other law and regulations, 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 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 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. The Chairman shall represent the company externally, preside the shareholders' meeting, the meeting of the board of directors internally, and 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 resolved by the board of Directors. Except for the meetings that shall be convened in accordance with Article 203 or 203-1 of the Company Act, all other Board Meetings shall be convened and presided by the Chairman. If the Chairperson is on leave or unable to fulfill his functional duties for 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 convened by 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.

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 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 total Board members are present in a meeting, and with more than half of attending Directors voting in favor.
Article 23: Resolutions adopted at a Board Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the Board 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, and be stipulated by Article 183 of the Company Act.
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 remuneration and transportation allowance to all the 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
(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 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 Amendment for the 33[rd] instance: June 15, 2020 Issues that are not fully addressed in this Articles of Incorporation shall be handled in accordance with the Company Act.

[Appendix 3]

D-Link Corporation Rules 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.
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

[Appendix 4]

D-Link Corporation Shareholding all Directors of the Company

			Reference day: 2021.04.20 Current Shareholding (Shares) Shareholding percentage 11,679,744 1.79% 6,520,000 1.00% 12,491,000 1.91% 3,444,283 0.52% 0 0% 0 0%	Reference day: 2021.04.20 Current Shareholding (Shares) Shareholding percentage 11,679,744 1.79% 6,520,000 1.00% 12,491,000 1.91% 3,444,283 0.52% 0 0% 0 0%
Title Chairman Director Director Director Independent Director Independent Director	Name John Lee Young Syun Investment Co., Ltd. Pu Ju Investment Co., Ltd. Howard Kao Richard Chen Richard Lee	Representative � Joseph Wang	Current Shareholding (Shares) 11,679,744 6,520,000 12,491,000 3,444,283 0 0	Shareholding percentage 1.79% 1.00% 1.91% 0.52% 0% 0%
		Victor Kuo David Tai
		Alan Yu � � �

Note:

(1) As of Apr. 20, 2021, 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. 20, 2020, the total number of shares held by Directors: 34,135,027 shares. The total number of shares held by all Directors of the Company is compliant to the regulations.

(3) 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.

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

AI assistant

D-LINK — AGM Information 2021

52012_rns_2021-07-14_2ad97283-b3fe-4670-991e-c240ca8c15f1.pdf

D-Link Corporation

Meeting Agenda

Table of Contents

D-Link Corporation Procedure for the 2021 Annual General Meeting

D-Link Corporation Agenda for the 2021 General Meeting

1. Chairman Calls the Meeting to Order

2. Chairman’s Address

3. Report Items

4. Adoption Items

5. Directors Election

6. Discussion Items

7. Extemporary Motions

8. Adjournment

Report Items

Adoption Items

Explanatory Notes �

Resolution �

Explanatory Notes �

Resolution �

Directors Election

Explanatory Notes �

Election Results �

Discussions

1. Proposal of Capital Reduction (Proposed by the Board of Directors)

Explanatory Notes �

Resolution �

2. To approve the release of non-competition restrictions for Directors (Proposed by the Board of Directors)

Explanatory Notes �

Resolution �

Extemporary Motions

Adjournment

Attachments

2020 Business Report

1. 2020 Operating Results

(2) Budget execution

2. Overview of 2021 Business Plan

(2) Sales forecast and basis

1.Switches

2.Wireless routers

3.Broadband network products

4.Mobile broadband products

3. Future development strategy

(1) Short-term

(2) Mid- and long-term

Audit Committees' Review Report

REPRESENTATION LETTER

Independent Auditors’ Report

Opinion

Basis for Opinion

Other Matters

Key Audit Matters

1. Valuation of inventories

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

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

KPMG

Notes to Readers

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

For the years ended December 31, 2020 and 2019

(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, 2020 and 2019

Independent Auditors’ Report

Opinion

Basis for Opinion

Other Matters

Key Audit Matters

Key Audit Matter Explanation:

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

Auditor’s Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

D-LINK CORPORATION

D-LINK CORPORATION

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

D-Link Corporation

D-LINK AGM Information 2021