Stock code: 688018 Stock abbreviation: Espressif Technology Announcement No.: 2025-010
Espressif Information Technology (Shanghai) Co., Ltd
Announcement on the public solicitation of proxy voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
The call for voting rights starts and ends from March 26, 2025 to March 27, 2025
Voting opinions of the solicitors on all voting items: Agreed
The solicitor does not hold shares in the company
In accordance with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and in accordance with the entrustment of other independent directors of Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Company"), the Company is independent
MS. CHENMYN, DIRECTOR OF THE COMPANY, ACTED AS THE SOLICITOR FOR THE COMPANY'S PROPOSED MEETING ON MARCH 31, 2025
The proposals related to equity incentives deliberated at the second extraordinary general meeting of shareholders in 2025 solicited voting rights from all shareholders of the company.
1. The basic information of the solicitor, the voting opinions on the voting items and the reasons
(1) The basic information of the solicitor
1. THE SOLICITOR OF VOTING RIGHTS IN THIS SOLICITATION IS MS. CHEN MYN, THE CURRENT INDEPENDENT DIRECTOR OF THE COMPANY.
The basic situation is as follows:
MS CHENMYN, BORN IN JUNE 1975, SINGAPORE, HOLDS A DEGREE IN ACCOUNTING FROM NANYANG Technological University
Bachelor. His main experience is as follows: He served as Hang Seng Bank Limited from June 2015 to March 2016
Account Manager, Singapore Branch; From March 2016 to December 2016, he served as Guotai Junan
Investment Manager, International Singapore Holdings Pte, Limited; December 2016 to February 2021
Head of Corporate Finance, Cathay United Bank Singapore Branch; Since March 2021, he has served as W
Chief Financial Officer of Office Investment Pte Ltd.
The solicitor does not hold shares of the company, has not been penalized for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
the Solicitor and its principal immediate family members have not entered into any agreement or arrangement on matters relating to the Company's equity; As an independent director of the Company, he has no interest in the Company's directors, senior management, major shareholders and their affiliates, as well as with the solicitation.
2. The solicitor's voting opinions and reasons for voting matters
As an independent director of the Company, the solicitor attended the third session of the Board of Directors of the Company on March 14, 2025
At the third meeting of the board of directors, the "Proposal on
The solicitor believes that the company's restricted stock incentive plan is conducive to promoting the sustainable development of the company, forming a long-term incentive mechanism for the company's management team, technical backbone and business backbone, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the company's restricted stock incentive plan meet the conditions stipulated in laws, regulations and normative documents to become incentive objects.
Second, the basic situation of the general meeting of shareholders
(1) The time of the meeting
1. On-site meeting time: 14:00 on March 31, 2025
2. Online voting time: March 31, 2025
The company's general meeting of shareholders adopts the network voting system of the Shanghai Stock Exchange, and the voting time of the voting platform through the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(2) The place of the meeting
Room 101, Building 2, No. 690 Bibo Road, Pudong New Area, Shanghai
(3) Proposals that require the solicitation of proxy voting rights
Serial Number Name of the motion
Non-cumulative voting motions
1 Proposal on Reviewing the > and Summary of the < Company's 2025 Restricted Stock Incentive Plan (Draft)
2 Proposal on Reviewing the > of the Measures for the Implementation of the Assessment and Management Measures for the < Company's 2025 Restricted Stock Incentive Plan
"Regarding the Proposal to the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company's 2025 Restricted Stock Incentive Plan."
3 Motions on Matters
For details of the convening of this general meeting of shareholders, please refer to the company's announcement on the Shanghai Stock Exchange on March 15, 2025
Notice on Convening the Second Extraordinary General Meeting of Shareholders in 2025 (Announcement No.: 2025-009) published on the website of E-Exchange (www.sse.com.cn) and the Securities Times.
3. Solicitation of proposals
(1) Solicitation targets
As of the end of trading on the afternoon of March 25, 2025, in China Securities Depository and Clearing Co., Ltd
All shareholders of the company registered in the Shanghai branch and went through the registration procedures for attending the meeting.
(2) Time of solicitation
March 26, 2025 to March 27, 2025 (10:00-12:00 a.m., 14:00 p.m.-
17:00）。
(3) Solicitation method: Publish an announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the Securities Times in a public manner to solicit proxy voting rights.
(4) Solicitation procedures
1. If a shareholder decides to entrust a solicitor to vote, he or she shall fill in the "Power of Attorney for Public Solicitation of Proxy Voting Rights of Independent Directors" (hereinafter referred to as the "Power of Attorney") in accordance with the format and content determined in the annex to this report.
2. Submit the power of attorney and other relevant documents signed by the company entrusted by the solicitor to the securities affairs department of the company; The proxy letter and other relevant documents signed by the company's securities affairs department for this solicitation of proxy voting rights:
(1) If the proxy shareholder is a legal person shareholder, he or she shall submit a copy of the legal person's business license, a copy of the identity certificate of the legal representative, the original power of attorney, and the shareholder's account card; All documents provided by the legal person shareholder in accordance with the provisions of this article shall be signed by the legal representative page by page and stamped with the official seal of the shareholder unit;
(2) If the proxy shareholder is an individual shareholder, he or she shall submit a copy of his ID card, the original power of attorney, and a copy of his stock account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by a notary public and the notarial certificate shall be submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the proxy shareholders prepare the relevant documents in accordance with the requirements of point 2 above, they shall deliver the power of attorney and related documents by hand, registered mail or express mail to the address specified in this report within the solicitation time; If the registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the company's securities affairs department.
The designated address and recipient of the proxy for the proxy to be served by the proxy shareholders and related documents are as follows:
Address: Room 304, Building 2, No. 690 Bibo Road, Pudong New Area, Shanghai
Zip code: 201203
Phone: (021) 61065218
Contact: Wang Jue
Please properly seal all the documents submitted, indicate the contact number and contact person of the proxy shareholder, and mark the words "Power of Attorney for Public Solicitation of Voting Rights by Independent Directors" in a conspicuous position.
(5) After the documents submitted by the proxy voting shareholders are served, the power of attorney that meets all the following conditions will be confirmed to be valid after being reviewed by the law firm's witness lawyer: 1. The power of attorney and related documents have been delivered to the designated place in accordance with the requirements of the solicitation procedures for this report; 2. Submit the power of attorney and related documents within the solicitation time; 3. The shareholder has filled in and signed the power of attorney in the format specified in the annex to this report, and the authorization content is clear, and the relevant documents submitted are complete and valid; 4. The basic information of the shareholders who submit the power of attorney and related documents is consistent with the content recorded in the shareholder register; 5. Failure to entrust the voting rights of the solicitation to anyone other than the solicitor. If the shareholder repeatedly authorizes the shareholder to the solicitor to vote on the solicitation matters and the content of the authorization is not the same, the power of attorney signed by the shareholder last time is valid, and if the time of signing cannot be determined, the power of attorney received last time is valid, and if the order of receipt cannot be determined, the solicitor shall request the authorized principal to confirm by inquiry, and if the content of the authorization cannot be confirmed through this method, the power of attorney shall be invalid; 6. After the shareholders authorize the voting rights of the solicitation items to the solicitor, the shareholders may attend the meeting in person or by proxy, but they have no voting rights on the solicitation matters.
(6) If the following circumstances occur after the confirmation of a valid power of attorney, the solicitor will be dealt with in accordance with the following measures: 1. After the shareholder entrusts the voting rights of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the on-site meeting registration time, the solicitor will determine its authorization committee to the solicitor
The pallet automatically fails; 2. If the shareholder entrusts the voting rights of the solicitation to another person other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the on-site meeting registration time, the solicitor will determine that its authorization to the solicitor is automatically invalid; If the authorization to the solicitor is not expressly revoked in writing before the deadline for registration at the on-site meeting, the entrustment to the solicitor shall be the only valid authorization; 3. Shareholders should specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of the "agree", "oppose" or "abstain" and hit "√", and if they choose more than one or no choice, the solicitor will determine that their power of attorney is invalid.
(7) Due to the particularity of the solicitation of voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholders in accordance with this announcement will be formally reviewed, and the substantive review will not be conducted on whether the signatures and seals on the power of attorney and related documents are indeed signed or sealed by the shareholders themselves or whether such documents are indeed issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report are confirmed to be valid.
Attachment: Power of attorney for independent directors to publicly solicit proxy voting rights
The announcement is hereby made.
SOLICITED BY: CHEN MYN 陈敏
March 15, 2025
Annex:
Espressif Information Technology (Shanghai) Co., Ltd
The independent directors publicly solicited power of attorney for voting rights
I/the Company, as the principal, confirm that I have carefully read the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors", "Announcement of Espressif Information Technology (Shanghai) Co., Ltd. on the Addition of Temporary Proposals to the Second Extraordinary General Meeting of Shareholders in 2025" and other relevant documents prepared and announced by the solicitor for this solicitation of voting rights, and have fully understood the relevant information such as this solicitation of voting rights.
I/THE COMPANY, AS THE PRINCIPAL, HEREBY AUTHORIZE CHENMYN CHENMYN, AN INDEPENDENT DIRECTOR OF ESPRESSIF SYSTEMS (SHANGHAI) CO., LTD., TO ATTEND THE 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ESPRESSIF SYSTEMS (SHANGHAI) CO., LTD. AS MY/THE COMPANY'S AGENT, AND TO EXERCISE THE RIGHT TO VOTE ON THE FOLLOWING MATTERS TO BE CONSIDERED AT THE MEETING AS INSTRUCTED IN THIS POWER OF ATTORNEY. I/the Company's voting opinion on the matters of this solicitation of voting rights:
Serial Number Name of Non-cumulative Voting Proposal Agree Oppose Abstention
1 Proposal on Reviewing the > and Summary of the Company's 2025 Restricted Stock Incentive Plan (Draft) of < Company
2 Proposal on Reviewing the > of the Implementation of the Assessment and Management Measures for the < Company's 2025 Restricted Stock Incentive Plan
3 "On Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company 2025
Proposal on matters related to the restricted stock incentive plan》
(The client shall express authorization opinions on each proposal, and the specific authorization shall be subject to the "√" in the corresponding grid, and failure to fill in shall be deemed as a waiver)
Name of the principal (signature or seal):
Entrusted shareholder ID number or business license number:
Number of shares held by entrusted shareholders:
Entrusted Shareholder Securities Account Number:
Date of Signing:
The authorization is valid for the period from the date of signature to the end of the second extraordinary general meeting in 2025.
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