Stock code: 688018 Stock abbreviation: Espressif Technology Announcement No.: 2025-033
Espressif Information Technology (Shanghai) Co., Ltd
Regarding the first grant to the incentive recipients of the 2025 restricted stock incentive plan
Announcement of 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 first grant date: March 31, 2025
Number of restricted shares granted for the first time: 858,220 shares, accounting for 112,200,431 of the company's total share capital
0.7649% of shares
Equity incentive method: Class II restricted stocks
The conditions for the granting of restricted shares in 2025 stipulated in the 2025 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan" or the "Incentive Plan") of Espressif Systems (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") have been fulfilled, according to Espressif Systems (Shanghai) Co., Ltd
The second extraordinary general meeting of shareholders in 2025 authorized the third term of directors of the company to be held on March 31, 2025
At the fifth meeting of the meeting and the fourth meeting of the third board of supervisors, the "Restrictive to 2025" was deliberated and approved
The proposal for the first grant of restricted shares to the incentive recipients of the stock incentive plan is determined to be March 31, 2025
On the first grant date, 858,220 restricted shares were granted to 192 incentive recipients at a grant price of RMB 169 per share
Stock. 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 14, 2025, the company held the third meeting of the third board of directors, which was deliberated and approved
The "Proposal on
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 second meeting of the third board of supervisors, which deliberated and approved the "Proposal on Reviewing and < the Company's 2025 Restricted Stock Incentive Plan (Draft) > and its Summary", "Proposal on Reviewing and < the > of the Company's 2025 Restricted Stock Incentive Plan Implementation Assessment Management Measures" and "On Verifying the List of Incentive Recipients of the Company's < 2025 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 15, 2025 to March 24, 2025, 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 27, 2025, 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 2025 Restricted Stock Incentive Plan" (Announcement No.: 2025-028).
3. On March 31, 2025, the company held the second extraordinary general meeting of shareholders in 2025 to review and approve
The "Proposal on Reviewing the > and Summary of the Company's 2025 Restricted Stock Incentive Plan (Draft)" and the "Proposal on Reviewing the Management Measures for the Implementation of the Company's 2025 Restricted Stock Incentive Plan (Draft)" and the "Proposal on
case. On April 1, 2025, 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 2025 restricted stock incentive plan (Announcement No.: 2025-030).
4. On March 31, 2025, the company held the fifth meeting of the third board of directors and the third board of supervisors
At the fourth meeting, the "Proposal on Granting Restricted Shares to the Incentive Recipients of the 2025 Restricted Stock Incentive Plan for the First Time" was deliberated and passed. 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.
(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
The content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the company's second extraordinary general meeting of shareholders in 2025.
(3) A statement by the board of directors on meeting the conditions for grant, and clear opinions issued by the independent directors and 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 provisions of the grant conditions in the Incentive Plan (Draft), the incentive recipients are required to be granted restricted shares
At the same time, the following conditions are met:
(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 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.
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 for the first time in this incentive plan have the qualifications stipulated in the Company Law of the People's Republic of China and other laws, regulations and normative documents, meet the conditions of the incentive objects stipulated in 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", and meet the scope of incentive objects stipulated in the company's "Incentive Plan (Draft)" and its summary, and their qualifications as the main subject of the company's 2025 restricted stock incentive plan are legal and valid.
(2) The Company determines that the first grant date of this incentive plan 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.
Therefore, the Supervisory Board agreed that the first grant date of the Company's incentive plan is March 31, 2025, and the same date
It is intended to grant 858,220 restricted shares to 192 incentive recipients at a grant price of RMB 169 per share.
3. The relevant explanation of whether the independent directors meet the conditions for this grant
(1) According to the authorization of the company's second extraordinary general meeting of shareholders in 2025, the board of directors determines the company's incentive
The first grant date of the plan is March 31, 2025, which is in line with the "Management of Equity Incentive Plans of Listed Companies".
Measures" and other laws and regulations, as well as the relevant provisions on the grant date in the company's "Incentive Plan (Draft)".
(2) The company has not been found to have any circumstances prohibiting the implementation of equity incentive plans as 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 qualification to implement equity incentive plans.
(3) The incentive objects determined by the company to be granted restricted shares for the first time are in accordance with the relevant laws and regulations and the provisions of the articles of association on the qualifications of this incentive plan, all of which meet the conditions for the incentive objects stipulated in the "Measures for the Administration of Equity Incentives of Listed Companies", and meet the scope of incentive objects stipulated in the "Incentive Plan (Draft)", and their qualifications as the main qualifications of the incentive objects granted for the first time in the company's 2025 restricted stock incentive plan are legal and valid.
(4) The implementation of this incentive plan by the company is conducive to further improving the corporate governance structure, establishing and improving the company's incentive and restraint mechanism, enhancing the company's management team, technical backbone and business backbone to achieve the company's sustainable and healthy development of the sense of responsibility and mission, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
In summary, it is agreed that the first grant date of the company's incentive plan is March 31, 2025, and the consent is 169
At the grant price of RMB/share, 858,220 restricted shares were granted to 192 incentive recipients.
(4) The specific circumstances of the first award
1. Award date: March 31, 2025
2. Number of shares granted: 858,220 shares, accounting for 0.7649% of the company's total share capital of 112,200,431 shares
3. Number of awardees: 192
4. Grant price: 169 yuan per share
5. Source of shares: The company buys back or/or issues A ordinary shares of the company to the incentive objects from the secondary market.
6. The validity period, vesting period and vesting arrangement of the incentive plan
(1) The incentive plan shall be valid for a maximum of 72 months from the date of the first grant of restricted shares to the date on which all the restricted shares granted to the incentive recipients 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 should be disclosed by the Company in accordance with the provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
According to the different salary structure of the position, the incentive objects granted for the first time are divided into two categories, the first type of incentive object 6
There are 186 people in the second type of incentive objects, and the company has set up different attribution arrangements for the two types of incentive objects, as follows:
The vesting ratio of each batch of restricted shares granted for the first time under this incentive plan is shown in the following table:
The first type of incentive object
The number of vested interests is accounted for
Vesting Arrangement Vesting Time Total of First Granted Benefits
The proportions of the amount
Restrictive nature of the first grant 12 months from the date of the first grant to the first 50% of the first grant
The last trading day within 24 months from the date of the first vesting period of the shares
Restrictive nature of the first grant From the first trading day after 24 months from the date of the first grant to 50% of the first grant
The last trading day within 36 months from the date of the second vesting period of the shares
The second type of incentive object
The number of vested interests is accounted for
Vesting Arrangement Vesting Time Total of First Granted Benefits
The proportions of the amount
Restrictive nature of the first grant 12 months from the date of the first grant to the first trading day up to 25% of the first grant
The last trading day within 24 months from the date of the first vesting period of the shares
Restrictive nature of the first grant from the first trading day after 24 months from the date of the first grant to 25% of the first grant
The last trading day within 36 months from the date of the second vesting period of the shares
Restrictive nature of the first grant From the first trading day after 36 months from the date of the first grant to 25% of the first grant
The last trading day within 48 months from the date of the third vesting period of the shares
Restrictive nature of the first grant From the first trading day after 48 months from the date of the first grant to 25% of the first grant
The last trading day within 60 months from the date of the fourth vesting period of the shares
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 Limit Grant Limit Grant Limit T
No. Name Nationality Position Number of Shares Total Number of Shares Company Shares on the Date of Announcement
Proportion of total capital
1. Directors and senior managers
1 Wang Jue China Director and Vice President 7,976 0.7435% 0.0071%
Secretary of the Board of Directors
2 Jingbo Shao China Chief Financial Officer 10,468 0.9758% 0.0093%
Second, the core technical personnel
1 Jiang Jiangjian China Core technical personnel 9,284 0.8654% 0.0083%
2 Fu Yunsheng China Core technical personnel 8,380 0.7812% 0.0075%
3 Wang Qiang China Core technical personnel 8,648 0.8061% 0.0077%
4 Ivan Russia Core technical personnel 14,268 1.3300% 0.0127%
Grokhotkov S
5 Amey Dattatray India Core Technologist 9,512 0.8867% 0.0085%
Inamdar
6 Kedar Suresh India Core Technician 9,512 0.8867% 0.0085%
Sovani
7 Wu Jiangang China Core technical personnel 8,824 0.8225% 0.0079%
8 Wang Dong China Core technical personnel 7,248 0.6756% 0.0065%
Subtotal 94,120 8.7735% 0.0839%
3. Other incentive recipients
Other persons deemed by the Board of Directors to be in need of incentives (182) 764,100 71.2265% 0.6810%
Total number of restricted shares granted for the first time 858,220 80.0000% 0.7649%
4. Reserved portion 214,555 20.0000% 0.1912%
Total 1,072,775 100.0000% 0.9561%
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 incentive plan during the full validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects granted for the first time under this plan do not include independent directors, supervisors, shareholders who hold more than 5% of the shares of listed companies individually or collectively,
The actual controller of the listed company and his or her spouse, parents and children.
3. The reserved part of the incentive object shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, and shall be proposed by the board of directors and independent directors
After the board of supervisors issues a clear opinion, the lawyer issues a professional opinion and issues a legal opinion, the company timely and accurately discloses the relevant information of the incentive object on the designated website as required.
2. The board of supervisors verifies the list of incentive recipients
1. The incentive objects granted for the first time in this incentive plan do not have the circumstances stipulated in Article 8 of the Administrative Measures for Equity Incentives of Listed Companies that are not allowed to become incentive objects:
(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 for the first time in this incentive plan 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 persons who are eligible for incentives granted by the company this time will be approved by the company's second extraordinary general meeting of shareholders in 2025
The incentive recipients specified in the 2025 restricted stock incentive plan are consistent.
For the first time, the incentive plan is granted to the list of incentive objects, and the qualifications stipulated in the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws, regulations and normative documents as well as the Articles of Association, and the conditions for the incentive objects stipulated in the Administrative Measures for Equity Incentives of Listed Companies, the Listing Rules and other laws, regulations and normative documents, and the conditions for the incentive objects stipulated in the draft incentive plan.
The first grant date of the incentive plan is March 31, 2025, and it is agreed to meet the requirements at a grant price of RMB 169 per share
The 192 eligible incentive recipients were granted 858,220 restricted shares.
3. If the incentive object is a director or senior manager, it shall be 6 months before the date of the first grant of restricted shares
A description of the sale of shares in the company
According to the company's self-examination and the "Inquiry Certificate of Shareholding and Share Change of Information Disclosure Obligor" issued by China Securities Depository and Clearing Corporation Shanghai Branch, the directors and senior managers participating in this incentive plan have not bought or sold the company's shares in the 6 months before the first grant date.
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 "Application Cases of Share Payment Standards - Grant of Restricted Shares", the measurement of the share-based payment expenses of the second type of 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 March 31, 2025, the model was used to grant 858,220 Class II restricted shares
Tickets are calculated for predictions. The specific parameters are selected as follows:
1. Underlying stock price: 229.67 yuan / share (assuming that the closing price of the company's authorization date is closed on March 31, 2025.)
nominal price);
2. The validity period is: 12 months, 24 months, 36 months, and 48 months (Class II restricted shares
the period from the date of grant of the ticket to the vesting date of each period);
3. Historical volatility: 19.3575%, 16.4817%, 16.6500%, 15.9120% (using the Shanghai Composite Index.)
Volatility for the last 12 months, 24 months, 36 months, 48 months as of March 31, 2025);
4. Risk-free interest rate: 1.5379%, 1.5663%, 1.6060%, 1.6314% (respectively, using the treasury bond system
fixed benchmark interest rates for 1-year, 2-year, 3-year, and 4-year deposits of financial institutions);
5. Dividend yield: 0.4354% (using the company's dividend yield for the last 1 year as of March 31, 2025).
(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 on the grant date in accordance with the provisions of the accounting standards, and finally recognizes the share-based payment expenses of the incentive plan, which will be arranged according to vesting during the implementation of the incentive plan
Pro-rata amortization. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.
In accordance with the requirements of Chinese accounting standards, the impact of the first grant of restricted shares under this incentive plan on the accounting costs of each period is shown in the following table:
Total expenses expected to be amortized in 2025, 2026, 2027, 2028, 2029
(10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,00
5,759.75 2,215.91 1,918.96 1,035.91 495.26 93.70
The above calculation does not include the reserved portion of 214,555 restricted shares, which will incur additional share-based payment charges when the reserved portion is granted.
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
According to the lawyers of AllBright Law Offices, the necessary approvals and authorizations have been obtained for the first grant of Espressif Technology's incentive plan, and neither the company nor the incentive recipients have been allowed to grant rights and interests, and the conditions for granting have been fulfilled. The determination of the grant date, incentive object, grant quantity and grant price of the first grant is in accordance with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Company's 2025 Restricted Stock Incentive Plan, which is legal and valid. The Company has fulfilled its information disclosure obligations regarding matters related to the first grant 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 Granted for the First Time under the 2025 Restricted Stock Incentive Plan (as of the date of the first grant);
(2) AllBright Law Offices' legal opinion on the first grant of Espressif Information Technology (Shanghai) Co., Ltd.'s 2025 restricted stock incentive plan;
(3) Espressif Systems Information Technology (Shanghai) Co., Ltd.'s 2025 restricted stock incentive plan
List of Recipients (as of the date of the first award).
The announcement is hereby made.
Board of Directors of Espressif Systems (Shanghai) Co., Ltd
April 1, 2025
Ticker Name
Percentage Change
Inclusion Date
