Espressif Technology: 2024 Annual Report of Independent Directors of Espressif Systems (LEONGFOOLENG)
DATE:  Mar 22 2025

2024 Annual Report of Independent Directors

As an independent director of Espressif Systems (Shanghai) Co., Ltd. (hereinafter referred to as "Espressif Systems" or the "Company"), in 2024, I strictly complied with the requirements of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Measures for the Administration of Independent Directors of Listed Companies, and the Articles of Association of Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association") Actively participate in the company's general meeting of shareholders, the board of directors and the meetings of various special committees, perform their duties diligently, carefully deliberate various proposals, give full play to their professional expertise, put forward reasonable suggestions for the company's business development, and effectively safeguard the legitimate interests of the company and small and medium-sized shareholders.

I would like to report on my work as follows:

1. Basic information of independent directors

(1) Personal work history, professional background, and part-time employment

LEONGFOOLENG, male, born in February 1976, is a Singaporean national and a national of Singapore

Bachelor's degree in Electrical Engineering from the University. He served at Marvell from January 2001 to February 2017

Senior Design Manager, Technology, Group Ltd.; From March 2017 to February 2018, he served as ZPS Pte

Ltd. Chief Engineer; From February 2018 to August 2024, he served as STMicroelectronicsPteLtd Wireless

Director of ASIC Business Unit with Fast Charging; He has been a member of Soitec Microelectronics since August 2024

SingaporePte.Ltd Director/General Manager of Edge Artificial Intelligence Business Unit; He has served as an independent director of the Company since November 2024.

(2) Explanation of independence

As an independent director of the Company, neither I, nor my immediate family members, nor my main social relations hold any position in the Company or its subsidiaries, nor do I hold any position in any affiliated enterprise of the Company; Failure to provide financial, legal, consulting, sponsorship or other services to the Company or its affiliates. I have the independence required by the Measures for the Administration of Independent Directors of Listed Companies, the Articles of Association and the Working System for Independent Directors of the Company and the qualifications to serve as an independent director of the Company, so I can ensure objective and independent professional judgment and there is no situation that affects my independence.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the meeting

During the reporting period, the company held a total of 12 board meetings and 4 shareholders' meetings, including within the scope of my term of office

1 board of directors and 0 general meetings of shareholders. The specific attendance is as follows:

Participating shareholders

Participation in the Board of Directors

General Assembly

director

Should participate in person to communicate with the entrustment whether two consecutive attendance shareholders

Name Absent

Attendance of the Board of Directors Attendance of the Board of Directors of the meeting of the non-in-person attendance of the meeting

frequency

Number of times plus times times times plus number of meetings LEONG FOO NO

LENG Liang Fuling 1 1 0 0 0 1

During the reporting period, during my election as the third independent director of Espressif Systems, I gave full play to my professional role in a diligent and responsible manner based on the principle of prudence and objectivity. Before and after I was hired, I actively studied the laws and regulations related to independent directors, completed the training on the SSE's independent directors' performance learning platform, and the key points and suggestions for independent directors of listed companies to perform their duties against fraud. Before the meeting of the board of directors and various special committees, I conducted a comprehensive investigation and understanding of the matters related to the deliberations of the meeting, and inquired with the company when necessary, and the company was able to actively cooperate and respond in a timely manner. In the course of the meeting, I fully discussed the matters under consideration with other directors, put forward reasonable suggestions to the company based on my accumulated professional knowledge and professional experience, and issued relevant written opinions according to the responsibilities of independent directors and various special committees, actively promoting the objectivity and scientificity of the board of directors' decision-making, and effectively safeguarding the interests of the company and all shareholders. During the reporting period, I voted yes on all Board resolutions for the 2024 session; All the proposals deliberated by the board of directors of the company in 2024 were voted and passed.

(2) On-site inspections

During the reporting period, I made full use of the opportunity to participate in the on-site meeting of the board of directors and the general meeting of shareholders to conduct on-site visits to the company, visit the company and listen to the introduction and report of the management. In addition, I took the initiative to gain an in-depth understanding of the relevant information needed to make resolutions by reading materials and participating in discussions, and maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephones, emails and other means, so as to grasp the company's operation and standardized operation, comprehensively and deeply understand the company's management status, financial situation, progress of raised funds investment projects and other major matters, pay attention to the impact of external environment and market changes on the company, and promote the improvement of the company's management level.

The company's management attaches great importance to communication with me, and reports on the company's production and operation and major matters in a timely manner

The problems raised by me can be implemented and corrected in a timely manner, which helps me quickly understand the company's business in a relatively short period of time after I am elected as an independent director, and provides the necessary conditions and strong support for me to better perform my duties.

(3) Communicate with internal audit institutions and accounting firms

Since the election of the third independent director, I have closely followed the company's internal audit work, reviewed the internal audit plan, procedures and the results of their implementation to ensure their independence and effectiveness. At the same time, I maintain close contact with Baker Tilly International Accounting Firm (Special General Partnership) (hereinafter referred to as "Baker Tilly International"), an external auditor engaged by the company.

On February 28, 2025, I became a member of the Audit Committee and was registered with the person in charge of the audit of the company

The accountant and the project manager will conduct pre-trial communication on the audit strategy, audit scope, independence issues of the accounting firm and relevant auditors, important time nodes, key points of the annual report audit, and personnel of the audit work in 2024

Personnel arrangements and other related matters were communicated. On March 17, 2025, as a member of the Audit Committee,

Communicate with the certified public accountants and project managers who are responsible for the company's audit work after the preliminary review, and communicate the basic audit situation of the 2024 year, the basic data after the audit, the key audit matters preliminarily determined, the overall audit conclusions and other related matters.

(4) Safeguarding the legitimate rights and interests of small and medium-sized shareholders

During the reporting period, I participated in the shareholders' meeting held by the company, communicated face-to-face with small and medium-sized shareholders, listened to the voices and opinions of all parties, and actively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. In 2025, when reviewing the company's equity incentive plan, I ensured that the formulation of grant and exercise conditions was conducive to the sustainable development of the listed company and did not harm the legitimate rights and interests of small and medium-sized shareholders.

As the solicitor of the shareholders' meeting to deliberate on the proposals related to equity incentives and solicit voting rights from all shareholders, I conscientiously perform my duties and solicit voting rights from all shareholders when each extraordinary general meeting of shareholders deliberates proposals related to equity incentives, so as to ensure that small and medium-sized shareholders can exercise their rights.

3. Key issues for independent directors in the performance of their duties during the year

During the audit of the 2024 annual report, I focused on the use of raised funds, the implementation of the 2024 restricted stock incentive plan, the supervision and evaluation of the company's internal control and other matters in accordance with the requirements of laws, regulations and the company's rules and regulations on the duties of independent directors, and issued objective and fair independent opinions from the perspective of conducive to the company's sustainable operation and long-term development and safeguarding the interests of shareholders, which played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:

(1) Related party transactions

During the reporting period, the company did not have any major related party transactions.

(2) Plans for the listed company and related parties to change or waive their commitments

During the reporting period, the company and related parties did not change or exempt the commitments, and the commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and intra-industry competition.

(3) The decisions made and measures taken by the board of directors of the acquired listed company in connection with the acquisition

During the reporting period, the company was not acquired.

(4) Disclose the financial information in the financial accounting report and the periodic report, and the internal control evaluation report

As a member of the Audit Committee of the 3rd Board of Directors, I actively participated in the audit of the 2024 annual report, carefully reviewed the financial information in the periodic report, and actively communicated with the auditors. I ensure that there are no false records, misleading statements or material omissions in the contents of the periodic reports disclosed by the Company, and that the directors, supervisors and senior executives of the Company guarantee that the contents of the periodic reports are true, accurate and complete.

As a member of the Audit Committee of the third session of the Board of Directors, I actively communicated with the relevant persons in charge of the listed company to verify the authenticity and validity of the disclosed information, and expressed my clear agreement on the relevant proposals. In addition, in strict accordance with the relevant provisions of laws and regulations such as the Basic Standards for Enterprise Internal Control, the company actively promotes the construction of the enterprise internal control system, establishes a relatively complete internal control system, ensures the standardized operation of the company's shareholders' meeting, board of directors, board of supervisors and other institutions and the effectiveness of the internal control system, and can reasonably ensure the authenticity, legitimacy and integrity of the company's financial and accounting information; Be able to disclose information truthfully, accurately, completely, and in a timely manner; It protects the interests of investors and the company.

(5) Hiring or dismissing accounting firms that undertake the audit business of listed companies

The second meeting of the third board of directors of the company and the first extraordinary general meeting of shareholders of the company in 2025 were deliberated and approved

The "Proposal on the Renewal of the Company's 2024 Audit Institution" was issued. On February 25, 2025, the company will be on

The official website of the Shanghai Stock Exchange disclosed the announcement on the renewal of the appointment of the accounting firm.

After verification, I believe that Baker Tilly International, which provided audit services for the company in 2023, was able to perform its duties during the appointment period and issue an audit report for the company objectively and impartially in accordance with independent auditing standards. I believe that the firm has the qualifications to engage in securities business and the experience and ability to provide audit services to listed companies, and agree with the quotation of the audit firm. I agree that the Company will continue to engage Baker Tilly International as the Company's external auditor in 2024.

(6) Appointing or dismissing the person in charge of finance of a listed company

During the reporting period, the company did not appoint or dismiss the person in charge of finance.

(7) Changes in accounting policies, accounting estimates, or correction of material accounting errors due to reasons other than changes in accounting standards

During the reporting period, the company did not make changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards.

(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel

On November 24, 2024, the company held the first meeting of the third board of directors and deliberated and approved the proposal

Proposal to elect the chairman of the third board of directors of the company, members of the special committee of the board of directors and the proposal on the appointment of the general manager, deputy general manager, chief financial officer, secretary of the board of directors and securities affairs representative of the company. On November 25, 2024, the company disclosed on the official website of the Shanghai Stock Exchange an announcement on the election of the chairman of the board of directors, members of the special committee of the board of directors, chairman of the board of supervisors, and the appointment of senior management and securities affairs representatives.

I carefully reviewed the resume and experience of the nominee, and found that the nominee met the requirements, had excellent qualifications, and the selection criteria and procedures met the regulations, and expressed my clear agreement on this matter.

(9) The remuneration of directors and senior management, the formulation or change of equity incentive plans and employee stock ownership plans, the achievement of the conditions for the authorization of the incentive recipients and the exercise of rights and interests, and the arrangement of stock ownership plans by directors and senior managers in the subsidiaries to be spun off.

During the reporting period, I did not review and express my opinion on relevant matters.

Fourth, the overall evaluation and recommendations

In 2024, as the new independent director of the company, in accordance with the provisions and requirements of relevant laws and regulations and the company's system, in line with the principles of objectivity, impartiality and independence, I will perform my duties in good faith and diligence, pay full attention to the company's development status, keep abreast of the company's production and operation information, carefully review the meeting proposals, financial reports and other documents submitted by the company, and continue to promote the improvement of the corporate governance system.

In 2025, I will continue to faithfully and effectively perform the duties and obligations of independent directors in accordance with relevant laws and regulations and the Articles of Association, and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

Finally, I would like to express my heartfelt thanks to the company's management and relevant staff for their assistance and active cooperation in my work in 2024.

INDEPENDENT DIRECTOR: LEONG FOO LENG

March 21, 2025

SIGNATURE PAGE OF THE DEBRIEFING REPORT (LEONG FOO LENG 梁富豶)]

Signature of Independent Directors:

LEONG FOO LENG

March 21, 2025

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