Espressif Systems: Announcement of Espressif's Independent Director Nominees and Candidates
DATE:  Nov 08 2024

Espressif Information Technology (Shanghai) Co., Ltd

Announcement of Independent Director Nominees and Candidate Declarations

Espressif Information Technology (Shanghai) Co., Ltd. Independent Director Nominee Statement

THE NOMINEE IS THE BOARD OF DIRECTORS OF ESPRESSIF INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., AND NOW NOMINATE CHEN MYN

MS. MIN, LEE KIAN SOON AND LEONG FOO LENG ARE ESPRESSIF

Candidates for independent directors of the third board of directors of Information Technology (Shanghai) Co., Ltd., and have fully understood the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, whether there are major dishonesty and other bad records. The nominee has agreed to serve as an independent director candidate for the third board of directors of Espressif Systems (Shanghai) Co., Ltd. (see the statement of the independent director candidate).

The Nominee believes that the Nominee is qualified as an independent director and does not have any relationship with Espressif Information Technology (Shanghai) Co., Ltd. that affects his independence, and specifically declares as follows:

1. The nominee has basic knowledge of the operation of listed companies, is familiar with relevant laws, administrative regulations, rules and other normative documents, and has more than 5 years of legal, economic, financial, management or other work experience necessary to perform the duties of an independent director.

The nominee, Ms. CHEN MYN, has completed the course of the Shanghai Stock Exchange's independent children's performance learning platform for independent directors in Shanghai; Mr. Lee Kian Soon and Mr. Leong FOOLENG have not yet completed the training for independent directors and have promised to complete the training for independent directors held by the Shanghai Stock Exchange as soon as possible after this nomination.

2. The nominee's qualifications meet the requirements of the following laws, administrative regulations and departmental rules:

(1) The provisions of the Company Law of the People's Republic of China on the qualifications of directors;

(2) the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission, the self-regulatory rules of the Shanghai Stock Exchange, and the relevant provisions of the Articles of Association on the qualifications and conditions of independent directors;

(3) Other laws and regulations, departmental rules, normative documents and the provisions of the Shanghai Stock Exchange.

3. The nominee is independent and does not fall under the following circumstances:

(1) Persons serving in listed companies or their subsidiaries and their spouses, parents, children, and principal social relations (primary social relations refer to siblings, spouses of siblings, parents of spouses, brothers and sisters of spouses, spouses of children, parents of spouses of children, etc.);

(2) Directly or indirectly holding more than 1% of the issued shares of a listed company or a natural person shareholder and his or her spouse, parents and children among the top 10 shareholders of a listed company;

(3) Persons who directly or indirectly hold more than 5% of the issued shares of the listed company or the top 5 shareholders of the listed company, as well as their spouses, parents and children;

(4) Persons serving in subsidiaries of the controlling shareholder or actual controller of a listed company, as well as their spouses, parents, and children;

(5) Persons who have major business dealings with listed companies, their controlling shareholders, actual controllers, or their respective subsidiaries, or persons who hold positions in units with major business dealings, or their controlling shareholders or actual controllers;

(6) Personnel who provide financial, legal, consulting, sponsorship and other services to listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all project team members, reviewers at all levels, personnel who sign reports, partners, directors, senior managers and principal responsible persons of intermediaries providing services;

(7) Persons who have had any of the circumstances listed in the preceding six items within the last one year;

(8) Other circumstances determined by the Shanghai Stock Exchange to be not independent.

4. Candidates for independent directors do not have the following adverse records:

(1) Received administrative punishment from the China Securities Regulatory Commission or criminal punishment by judicial authorities within the last 36 months;

(2) Being investigated by the China Securities Regulatory Commission or by the judicial authorities for suspected securities and futures violations and crimes, and there is no clear conclusion yet;

(3) In the past 36 months, they have been publicly reprimanded by the stock exchange or criticized by the stock exchange more than 3 times;

(4) There is a negative record of major untrustworthiness or so on;

(5) Other circumstances as determined by the Firm.

5. The nominee is not a person who has been dismissed by the board of directors by the board of directors who proposed to convene a general meeting of shareholders during his previous tenure as an independent director because he failed to attend the board meeting in person twice in a row and did not entrust other directors to attend the board meeting.

6. The number of domestic listed companies, including Espressif Systems (Shanghai) Co., Ltd., in which the nominee is also an independent director does not exceed 3, and the nominee has served in Espressif Information Technology (Shanghai) Co., Ltd. for less than six consecutive years.

7. CHEN MYN MS. CHEN MYN has rich professional knowledge and experience in accounting, and is qualified as a certified public accountant.

The nominee has passed the nomination committee of the second board of directors of Espressif Systems (Shanghai) Co., Ltd

The nominator and the nominee have no interest or other close relationship that may affect the independent performance of their duties.

The nominee has verified and confirmed that the qualifications of the candidates for independent directors meet the requirements in accordance with the Shanghai Stock Exchange's Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation.

The Nominator warrants that the above statements are true, complete and accurate and that there is no misrepresentation or misleading material, and that the Nominator fully understands the consequences that may result from making false statements.

It is hereby declared.

Nominee: Board of Directors of Espressif Systems (Shanghai) Co., Ltd

November 7, 2024

Espressif Information Technology (Shanghai) Co., Ltd. Independent Director Candidate Statement

I AM CHEN MYN, LEE KIAN SOON, LEONG FOO

Mr. LENG Liang Fuling has fully understood and agreed to be nominated by the Board of Directors of Espressif Systems (Shanghai) Co., Ltd. as a candidate for the third term of the Board of Directors of Espressif Systems (Shanghai) Co., Ltd. (hereinafter referred to as the "Company"). I publicly declare that I have the qualifications to serve as an independent director and guarantee that there is no relationship that affects my independence as an independent director of the Company, specifically as follows:

1. I have the basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules and other normative documents, and have more than 5 years of legal, economic, financial, management or other work experience necessary to perform the duties of an independent director.

CHEN MYN HAS COMPLETED THE ESTABLISHMENT OF AN INDEPENDENT DIRECTOR ON THE SHANGHAI STOCK EXCHANGE

Curriculum of the Children's Duty Learning Platform; LEE KIAN SOON AND LEONG FOO LENG

Mr. Liang Fuling has not yet completed the training for independent directors and has promised to complete the relevant training for independent directors held by the Shanghai Stock Exchange as soon as possible after this nomination.

2. My qualifications meet the requirements of the following laws, regulations and departmental rules:

(1) The provisions of the Company Law of the People's Republic of China on the qualifications of directors;

(2) the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission, the self-regulatory rules of the Shanghai Stock Exchange, and the relevant provisions of the Articles of Association on the qualifications and conditions of independent directors;

(3) Other laws and regulations, departmental rules, normative documents and the provisions of the Shanghai Stock Exchange.

3. I am independent and do not fall under the following circumstances:

(1) Persons serving in the company or its subsidiaries and their spouses, parents, children, and principal social relations (primary social relations refer to siblings, siblings' spouses, parents-in-law, brothers' and sisters' siblings, children's spouses, children's spouses' parents, etc.);

(2) Directly or indirectly holding more than 1% of the company's issued shares or being one of the top 10 shareholders of the company

natural person shareholders and their spouses, parents and children;

(3) Persons who directly or indirectly hold more than 5% of the company's issued shares or the top 5 shareholders of the company, as well as their spouses, parents and children;

(4) Persons serving in subsidiaries of the controlling shareholder or actual controller of a listed company, as well as their spouses, parents, and children;

(5) It has a relationship with the listed company and its controlling shareholder, actual controller or their respective subsidiaries

Personnel with large business dealings or personnel serving in units with major business dealings and their controlling shareholders and actual controllers;

(6) Personnel who provide financial, legal, consulting, sponsorship and other services to listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all project team members, reviewers at all levels, personnel who sign reports, partners, directors, senior managers and principal responsible persons of intermediaries providing services;

(7) Persons who have had any of the circumstances listed in the preceding six items within the last one year;

(8) Other circumstances determined by the Shanghai Stock Exchange to be not independent.

4. I do not have any of the following bad records:

(1) Received administrative punishment from the China Securities Regulatory Commission or criminal punishment by judicial authorities within the last 36 months;

(2) Being investigated by the China Securities Regulatory Commission or by the judicial authorities for suspected securities and futures violations and crimes, and there is no clear conclusion yet;

(3) In the past 36 months, they have been publicly reprimanded by the stock exchange or criticized by the stock exchange more than 3 times;

(4) There is a negative record of major untrustworthiness or so on;

(5) Other circumstances as determined by the Firm.

5. I am not a person who was proposed by the board of directors to convene a general meeting of shareholders to be dismissed from my position as an independent director during my previous tenure as an independent director because I failed to attend in person twice in person or entrusted other directors to attend board meetings.

6. The number of domestic listed companies, including Espressif Systems (Shanghai) Co., Ltd., in which I am an independent director does not exceed 3, and I have served in Espressif Systems (Shanghai) Co., Ltd. for no more than 6 consecutive years.

7. CHEN MYN MS. CHEN MYN has rich professional knowledge and experience in accounting, and is qualified as a certified public accountant.

I have passed the qualification review of the nomination committee of the second board of directors of Espressif Information Technology (Shanghai) Co., Ltd., and the nominee has no interest or other close relationship with me that may affect the independent performance of my duties.

I have verified my qualifications as an independent director candidate in accordance with the Shanghai Stock Exchange's Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of the Shanghai Stock Exchange and confirmed that I meet the requirements.

I am fully aware of the duties of an independent director and warrant that the above statements are true, complete and accurate and that there is no misrepresentation or misleading material, and I fully understand the consequences that may result from making false declarations. The Shanghai Stock Exchange may confirm my qualifications and independence based on this statement.

I promise that during my tenure as an independent director of the Company, I will abide by the requirements of laws and regulations, rules, regulations, notices issued by the China Securities Regulatory Commission and the business rules of the Shanghai Stock Exchange, accept the supervision of the Shanghai Stock Exchange, and ensure that I have sufficient time and energy to perform my duties and make independent judgments, and will not be affected by the Company and its major shareholders, actual controllers and other units or individuals.

I promise that if I do not meet the qualifications of an independent director after taking office, I will resign as an independent director in accordance with relevant regulations.

It is hereby declared.

Declarant:

CHEN MYN LEE KIAN SOON LEONG FOO LENG

Chen Min, Li Jianshun, Liang Fuling

November 7, 2024

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