Stock code: 688018 Stock abbreviation: Espressif Technology Announcement No.: 2024-065
Espressif Information Technology (Shanghai) Co., Ltd
About the incentive recipients of the 2024 restricted stock incentive plan
Announcement of Grant of Reserved Restricted Shares
The company and all members of the board of directors guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Restricted Stock Reserve Grant Date: October 23, 2024
Number of restricted stock reserved for grant: 23,298 shares, accounting for 112,200,431 of the company's total share capital
0.0208% of shares
Equity incentive method: Class II restricted stocks
The conditions for the Company's 2024 restricted stock reserved grant rights and interests stipulated in the 2024 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan (Draft)" or the "Incentive Plan" set out in Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") have been fulfilled
Hai) Co., Ltd. was authorized by the first extraordinary general meeting of shareholders in 2024, and the company was authorized on October 23, 2024
The 32nd meeting of the second board of directors and the 24th meeting of the second board of supervisors held on the day reviewed and approved the "Proposal on Granting Reserved Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan".
October 23, 2024 was determined as the reserved grant date, and 8 incentive pairs were awarded at a grant price of RMB 35.00 per share
Like the grant of 23,298 restricted shares. The relevant matters are explained as follows:
1. Grant of restricted shares
(1) The decision-making procedures and information disclosure that have been performed for the restricted stock grant
1. On March 12, 2024, the company held the 24th meeting of the second board of directors for deliberation
The "Proposal on
of the bill" and other bills. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.
On the same day, the company held the 17th meeting of the second board of supervisors, which deliberated and approved the "Proposal on Reviewing and < the Company's 2024 Restricted Stock Incentive Plan (Draft) > and its Summary", "Proposal on Reviewing and < the > of the Company's 2024 Restricted Stock Incentive Plan Implementation Assessment Management Measures" and "Verification of the Company's < List of Incentive Recipients of the 2024 Restricted Stock Incentive Plan" >The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.
2. From March 13, 2024 to March 22, 2024, the company intends to incentivize the objects of this incentive plan
The name and position of the company are publicly announced within the company. During the publicity period, the board of supervisors of the company did not receive this incentive
Any objections to the recipients of the plan incentives. On March 23, 2024, the company was listed on the website of the Shanghai Stock Exchange
(www.sse.com.cn) Disclosed the "Review Opinions and Publicity Statement of the Board of Supervisors on the List of Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan" (Announcement No.: 2024-029).
3. On March 28, 2024, the company held the first extraordinary general meeting of shareholders in 2024 to review and approve
The "Proposal on
case. On March 29, 2024, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Self-inspection report on the trading of the company's shares by insiders with inside information in the company's 2024 restricted stock incentive plan (Announcement No.: 2024-031).
4. On March 28, 2024, the company held the 26th meeting of the second board of directors and the second session of the board of directors
At the 19th meeting of the Board of Directors, the "Proposal on Granting Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan for the First Time" was deliberated and approved. The independent directors of the company expressed their independent opinions on the matter, believing that the grant conditions have been fulfilled, the qualifications of the incentive recipients are legal and valid, and the determined grant date is in accordance with the relevant regulations. The Board of Supervisors verified the list of incentive recipients on the grant date and issued verification opinions.
5. The 28th meeting of the second board of directors and the second board of supervisors held on May 14, 2024
The 21st meeting deliberated and passed the "Proposal on Adjusting the Grant Price and Grant/Vesting Quantity of Restricted Stock Incentive Plans in 2019, 2020, 2020, 2021, 2022, 2023, 2023, 2023, 2023, 2024". The independent directors of the company expressed their independent opinions on relevant matters. 2024
On May 15, the company disclosed www.sse.com.cn the "About Adjustment 2019
Year, 2020 1st Phase, 2021, 2022, 2023 2nd Phase, 2023 3rd Term
Announcement on the Grant Price and Grant/Vesting Quantity of the 2024 Restricted Stock Incentive Plan (Announcement No.:
2024-039）。
6. The 32nd meeting of the second board of directors and the second board of supervisors held on October 23, 2024
The 24th meeting deliberated and passed the "Proposal on Granting Reserved Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan". This proposal has been deliberated at the 14th meeting of the Remuneration and Assessment Committee of the second session of the Board of Directors, and the independent directors of the Company have expressed their independent opinions on this matter.
(2) The difference between the equity incentive plan implemented this time and the equity incentive plan deliberated and approved by the general meeting of shareholders
In view of the fact that the company has completed the implementation of the 2023 profit distribution plan, according to the relevant provisions of the incentive plan, the grant price of this incentive plan has been adjusted from 50.00 yuan per share to 35.00 yuan per share, and the reserved part of the grant amount has been adjusted from 214,650 shares to 300,510 shares.
In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2024.
(3) A statement by the board of directors on meeting the conditions for grant, and a clear opinion issued by the board of supervisors
1. The relevant explanation of the board of directors on whether the conditions are met for this grant
According to the grant conditions in the Incentive Plan (Draft), the incentive recipient must meet the following conditions at the same time to receive restricted shares:
(1) The Company does not have any of the following circumstances:
(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;
(2) The audit report on the internal control of financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Where laws and regulations stipulate that equity incentives shall not be implemented;
(5) Other circumstances determined by the China Securities Regulatory Commission.
(2) The incentive recipient does not have any of the following circumstances:
(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;
(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;
(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the People's Republic of China Company Law;
(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;
(6) Other circumstances determined by the China Securities Regulatory Commission.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, nor does there be any other situation that cannot be granted or cannot be the incentive object, and the grant conditions of this incentive plan have been fulfilled.
2. The board of supervisors will explain whether the conditions are met in this grant
(1) The company does not have the prohibition on the implementation of equity incentive plans stipulated in laws, regulations and normative documents such as the Administrative Measures for Equity Incentive Plans of Listed Companies, and the company has the main qualifications for the implementation of equity incentive plans; The incentive objects granted this time have the qualifications stipulated in the People's Republic of China Company Law and other laws, regulations and normative documents, meet the conditions for incentive objects stipulated in the Administrative Measures for Equity Incentives of Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the scope of incentive objects stipulated in the Company's Incentive Plan (Draft) and its summary, and their qualifications as the incentive objects of the Company's 2024 restricted stock incentive plan are legal and valid.
(2) The reserved grant conditions stipulated in the Company's Incentive Plan (Draft) have been fulfilled, and the reserved grant date determined by the Board of Supervisors complies with the relevant provisions on the grant date in the Administrative Measures for Equity Incentive Plans of Listed Companies and the Incentive Plan (Draft) and its summary.
Accordingly, the Supervisory Board agreed that the Company's Incentive Plan has a reserved grant date of October 23, 2024, and
Agreed to grant 23,298 restricted shares to 8 incentive recipients at a grant price of RMB 35.00 per share.
(4) The specific circumstances of the reserved grant
1. Reserved grant date: October 23, 2024.
2. Number of reserved shares: 23,298 shares, accounting for 0.0208% of the company's total share capital of 112,200,431 shares, and the remaining 277,212 shares of the reserved part that have not been granted will not be granted.
3. Number of reserved grants: 8 people
4. Reserved grant price: 35.00 yuan/share (The company's 2023 equity distribution plan has been implemented
The grant price has been adjusted from RMB50.00/share to RMB35.00/share)
5. Source of stock: repurchase or/or directional issuance of A-shares of the company from the secondary market to the incentive object.
6. The validity period, vesting period and vesting arrangement of the incentive plan
(1) The incentive plan shall be valid for a maximum of 48 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive recipient are vested or invalidated.
(2) The restricted shares granted under this incentive plan will be vested in accordance with the agreed proportion after the incentive object meets the corresponding vesting conditions, and the restricted shares obtained by the directors and senior management shall not vest within the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi-annual report, the regular report will be postponed due to special reasons
If the announcement date is announced, it shall be counted from 30 days before the original appointment announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express report;
(3) From the date of occurrence of major events that may have a greater impact on the trading price of the company's shares and its derivatives or the date of entering the decision-making procedure, to the date of disclosure in accordance with the law;
(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
The above-mentioned "material events" are transactions or other material events that the Company should disclose in accordance with the provisions of the Listing Rules.
The incentive objects of this plan are all first-class incentive objects, and the vesting ratio of each batch of restricted shares reserved for grant in this incentive plan is shown in the following table:
The first type of incentive object
The number of vested interests
Vesting Arrangement Vesting time accounts for the reserved grant right
Proportion of total benefit
Reserved Restricted Shares are scheduled for the first trading day after 12 months from the date of grant of the reservation
The first vesting period is 50% on the last trading day within 24 months from the date of grant
Restricted shares reserved for grant are available on the first trading day after 24 months from the date of grant of the reservation
2nd vesting period 50% on the last trading day within 36 months from the date of grant
The restricted shares granted to the incentive recipients under this incentive plan shall not be transferred, used for guarantee or repayment of debts before vesting. The restricted shares that have been granted but have not yet been vested by the incentive object are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or repayment of debts before vesting, and if the restricted shares are not attributable at that time, the shares obtained for the aforementioned reasons shall also not be vested.
7. List of incentive objects and awards
Preface Granted Restrictions Grant Restrictions Grant Limits
No. Name Nationality Position Number of Shares Total Number of Shares Total Share Capital of the Company on the date of the announcement
(shares) of the proportion of the amount
1. Directors, senior management personnel and core technical personnel
/ / / / / / /
2. Other incentive recipients
Other persons deemed by the Board of Directors to be in need of incentives (8) 23,298 100.00% 0.0208%
Total 23,298 100.00% 0.0208%
Concentrate:
1. The shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the Company. The total number of underlying shares involved in the company's incentive plan during the entire validity period shall not exceed 20% of the company's total share capital when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects reserved for granting under this plan do not include independent directors, supervisors, shareholders who individually or collectively hold more than 5% of the shares of the listed company, the actual controller of the listed company and their spouses, parents and children.
2. The board of supervisors verifies the list of incentive recipients
1. None of the incentive objects granted this time shall not become incentive objects as stipulated in Article 8 of the Administrative Measures for Equity Incentives of Listed Companies:
(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;
(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, it has been administratively imposed by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations
penalties or market bans;
(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law of the People's Republic of China;
(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;
(6) Other circumstances determined by the China Securities Regulatory Commission.
2. The incentive objects granted this time do not include the company's independent directors, supervisors, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children.
3. The list of incentive objects granted by the company this time was approved by the company's first extraordinary general meeting of shareholders in 2024
The scope of incentive objects specified in the 2024 Restricted Stock Incentive Plan is consistent.
The list of incentive recipients reserved for this incentive plan is in accordance with the Company Law of the People's Republic of China
The qualifications stipulated in laws, regulations and normative documents such as the Securities Law of the People's Republic of China and the articles of association of the company meet the conditions for incentive targets stipulated in laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
To sum up, the Board of Supervisors agreed to the list of incentive objects reserved for the company's grant this time, and agreed to the company's reserved grant
The grant date is October 23, 2024, and it has agreed to offer the grant price of $35.00 per share to 8 eligible investors
23,298 restricted shares were granted to the recipients.
3. If the incentive object is a director or senior manager, 6 days before the reserved grant date of the restricted stock
A description of the sale of the company's shares in the month
There are no directors and senior managers for the incentive objects reserved for this reservation.
4. Accounting treatment of restricted stocks and performance impact measurement
(1) The fair value of restricted shares and the method of determination
Referring to the Accounting Department of the Ministry of Finance of the People's Republic of China Ministry of Finance "Application Cases of Share-based Payment Standards - Grant of Restricted Shares", the measurement of share-based payment expenses of Class II restricted stocks is carried out with reference to stock options. In accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 11 - Share-based Payments and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, the Company chose the Black-Scholes model to calculate the fairness of Class II restricted stocks
value, and on October 23, 2024, the 23,298 Class II restricted shares granted in this grant using the model
Tickets are calculated for predictions. The specific parameters are selected as follows:
1. Underlying stock price: 132.25 yuan / share (assuming that the closing price of the company's authorization date is October 23, 2024.)
closing price);
2. The validity period is: 12 months and 24 months respectively (the period from the date of grant of the second class of restricted shares to the vesting date of each period);
3. Historical volatility: 20.4541%, 17.2650% (using the Shanghai Composite Index as of October 23, 2024.)
daily volatility for the last 12 months, 24 months);
4. Risk-free interest rate: 1.4349% and 1.5538% (1-year and 2-year treasury bonds are used to close at maturity respectively.)
profit rate);
5. Dividend yield: 0.7561% (using the company's dividend yield for the most recent 1 year as of October 23, 2024).
(2) The impact of the implementation of restricted shares on the operating results of each period is expected
The Company determines the fair value of the restricted shares reserved for the grant date in accordance with the provisions of the Accounting Standards, and finally confirms them
Recognize the share-based payment expenses set aside for the grant portion of the incentive plan, which will be amortized during the implementation of the incentive plan in proportion to the vesting arrangement. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.
In accordance with the requirements of the Chinese Accounting Standards, the impact of the restricted shares of the incentive plan on the accounting costs of each period is shown in the following table:
Total expenses expected to be amortized in 2024, 2025, 2026
(10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000
224.9287 31.7940 147.5913 45.5433
Based on the current information, the company preliminarily estimates that the amortization of restricted stock expenses will have an impact on the net profit of each year during the validity period. However, after the implementation of the restricted stock incentive plan, it will further enhance the cohesion of employees, team stability, and effectively stimulate the enthusiasm of the management team, thereby improving operational efficiency and bringing higher operating performance and intrinsic value to the company.
The final result of the impact of the above cost amortization forecast on the company's operating results will be subject to the annual audit report issued by the accounting firm.
5. Concluding observations of the legal opinion
The lawyers of AllBright Law Offices believe that Espressif Systems has obtained the necessary approvals and authorizations for the reserved grant of this incentive plan, and that the reserved grant is in accordance with the Administrative Measures and the relevant provisions of the incentive plan. Neither the company nor the incentive recipient has been allowed to grant rights and interests, and the grant conditions have been fulfilled. The determination of the grant date, incentive object, grant quantity and grant price of the reserved grant complies with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Company's 2024 Restricted Stock Incentive Plan (Draft), which is legal and valid. The company has fulfilled the information disclosure obligations related to the reserved grant of the incentive plan at this stage, and shall continue to fulfill the corresponding information disclosure obligations in accordance with the requirements of relevant laws and regulations.
6. Attachment to the online announcement
(1) Espressif Systems Information Technology (Shanghai) Co., Ltd.'s Supervisory Committee's Verification Opinions on the List of Incentive Recipients Reserved for Grant of the 2024 Restricted Stock Incentive Plan (as of the date of reserved grant);
(2) AllBright Law Offices' Legal Opinion on the Reserved Grant of Espressif Information Technology (Shanghai) Co., Ltd.'s 2024 Restricted Stock Incentive Plan;
(3) List of incentive recipients of Espressif Information Technology (Shanghai) Co., Ltd.'s 2024 restricted stock incentive plan (as of the reserved grant date).
The announcement is hereby made.
Board of Directors of Espressif Systems (Shanghai) Co., Ltd
October 24, 2024
Ticker Name
Percentage Change
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