Espressif Information Technology (Shanghai) Co., Ltd

Annual General Meeting of Shareholders 2024

Meeting materials

April 11, 2025

Notice to General Meetings

In order to protect the legitimate rights and interests of all shareholders of Espressif Systems (Shanghai) Co., Ltd., maintain the normal order of the shareholders' meeting, ensure the efficiency of the shareholders' meeting, and ensure that the shareholders' meeting is held as scheduled and smoothly, these instructions are formulated in accordance with the Company Law of the People's Republic of China, the Articles of Association of Espressif Information Technology (Shanghai) Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of Espressif Systems (Shanghai) Co., Ltd., and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

1. The general meeting of shareholders shall set up a conference affairs group, and the secretary of the board of directors of the company shall be responsible for the procedural arrangements and conference affairs of the meeting.

2. In order to ensure the seriousness and normal order of the general meeting of shareholders, the shareholders (or shareholder representatives) attending the meeting are effectively maintained

Legitimate rights and interests, except for shareholders (or shareholder representatives), directors, supervisors and senior management of the company attending the meeting

In addition to personnel, witness lawyers and persons invited by the board of directors, the company has the right to refuse other personnel to enter the meeting in accordance with the law

Field.

3. Shareholders (or shareholder representatives) attending the meeting must sign in at the meeting site 20 minutes before the meeting

procedures, and please present the securities account card, ID card or legal entity certificate, power of attorney according to the regulations

and the receipt of participation, etc., and receive the meeting materials after verification, before attending the meeting.

4. Shareholders (or shareholder representatives) enjoy the rights and interests of speaking, consulting and voting in accordance with the law. Such as shareholders

(or shareholder representatives) who want to speak at this general meeting of shareholders can register with the conference affairs group of the general meeting when signing in.

At the meeting, the moderator will arrange for shareholders (or shareholder representatives) to speak. Issuance of shareholders (or shareholder representatives).

The topic should be related to the topic of the meeting; Beyond the scope of the topic, if you want to know about other situations of the company, you can

After the meeting, consult with the secretary of the board of directors of the company.

5. In order to improve the efficiency of the shareholders' meeting, on-site voting will be conducted after answering the shareholders' questions.

The on-site meeting shall be voted by registered ballot, and shareholders shall vote by the number of shares with voting rights held by shareholders

Each share has one vote for each share. Shareholders shall vote in the ballot when voting

Each proposal should be marked with the word "√", "against" or "abstention".

Votes that are not filled, incorrect, illegible or not cast shall be considered as abstentions.

Shareholders are requested to fill in the voting form according to the voting requirements, and the staff of the general meeting will collect the votes uniformly.

6. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; Large shareholders

When the proposal is voted on, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and supervising the votes

Ticket; The results of the on-site voting will be announced by the presiding officer of the meeting.

7. The company hired lawyers from AllBright Law Offices to attend the shareholders' meeting and issue legal opinions. 8. Shareholders (or shareholder representatives) participating in the general meeting of shareholders shall conscientiously fulfill their statutory obligations and the meeting shall be held

Please put the ringtone of your mobile phone in a silent state, respect and safeguard the legitimate rights and interests of other shareholders, and protect the general meeting

of normal order. For interfering with the order of the general meeting of shareholders, picking quarrels and provoking troubles, and infringing on the legitimate rights and interests of other shareholders

The company has the right to take necessary measures to stop it and report to the relevant departments for investigation and punishment.

9. The expenses incurred by shareholders (or shareholder representatives) attending the general meeting of shareholders shall be borne by the shareholders.

Agenda of the General Meeting of Shareholders

Time: 14:00 p.m. on 11 April 2025 (Friday).

Location: Room 101, Building 2, No. 690 Bibo Road, Pudong New Area, Shanghai

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

Chairman: Teo Swee Ann, Chairman of the Board of Directors

1. Declare the session open

2. Announce the number of shareholders and agents attending the meeting and the number of shares on behalf of the meeting

3. Deliberation of motions

1. Proposal on Reviewing < > 2024 Annual Report on the Work of the Board of Directors

2. Proposal on Reviewing the > of the Work Report of the Board of Supervisors for the < 2024

3. Proposal on Reviewing the < 2024 Independent Directors' Work Report >

4. Proposal on Reviewing the > and Summary of the < 2024 Annual Report"

5. Proposal on Reviewing < > of the 2024 Profit Distribution and Capital Reserve Conversion Plan

4. Shareholders speak and answer questions in a centralized manner

5. Nominate and elect scrutineers and tellers

6. Read out the voting notes and vote on the spot

7. Announce the results of on-site voting and online voting

8. Witness the lawyer's reading of the legal opinion

9. The moderator announces the end of the on-site meeting

2024 Annual General Meeting Meeting Proposal 1:

Espressif Information Technology (Shanghai) Co., Ltd

Proposal on the review of the "2024 Annual Report on the Work of the Board of Directors".

Dear Shareholders and Shareholder Representatives,

In 2024, the Board of Directors of the Company strictly fulfilled the responsibilities entrusted by shareholders in accordance with 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 Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association of Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules of Procedure of the Board of Directors, and other relevant laws, regulations, normative documents, and the company's regulations. Strictly implement the resolutions of the general meeting of shareholders, continue to improve corporate governance, continuously standardize the company's operations, promote the sustained, healthy and stable development of the company, and safeguard the legitimate rights and interests of the company and shareholders. The main work of the board of directors of the company in 2024 is reported as follows:

1. Discussion and analysis of the business situation in 2024

Espressif Systems is a professional chip design company and total solution provider in the field of IoT, and has developed into an ecological company of IoT technology with AIoT SoCs and software in the direction of "processing + connection". Our products provide hundreds of millions of users around the world with secure and stable wireless connection, voice interaction, face recognition, data management and processing services. Through our own software toolchain and chip hardware, we can form a closed loop of R&D, and at the same time open the software development kit to the developer community. In the process, our ecosystem and developer community have gathered many users who work with us and actively communicate with us.

With our self-developed chips, operating systems, tool chains, development frameworks, etc., we have built a wealth of application scenarios and solutions, and are committed to opening up a smart life for the world and promoting the intelligent connection of all things with technology sharing. We will focus on the AIoT space to drive sustainable operational and financial performance.

2. Main operating indicators during the reporting period

The overall picture

During the reporting period, the company achieved operating income of 2006.9197 million yuan, an increase of 573.8548 million yuan over the same period of last year

yuan, a year-on-year increase of 40.04%. The revenue growth in the current period was mainly due to the continuous improvement of the penetration rate of digitalization and intelligence in downstream industries, as well as the gradual increase in the number of new potential customers from 2023 to 2024. On the application side, smart home is still our main source of revenue, but the non-smart home segment has shown a higher growth rate and driven our overall growth. The net profit attributable to shareholders of the listed company was 339.3239 million yuan, an increase of 203.1193 million yuan over the same period of last year, a year-on-year increase of 149.13%. After deducting the impact of structured deposit income and government subsidies, the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses during the reporting period was 308.2431 million yuan, an increase of 182.77% year-on-year.

With the increasing digital penetration, the company has acquired a rapid increase in new customers during the 2023-2024 period, which has supported the company's business growth. In recent years, the company has continued to expand its product matrix to meet a wider range of customer application needs, and with the accumulation of time, more products have entered the growth period and jointly contributed to the growth of performance. The company's developer ecosystem has also played an active role in word-of-mouth communication and promotion of the company's products and software solutions, helping the company successfully expand new customers and businesses, and ultimately achieving overall revenue growth.

In addition to chip hardware, the company is also constantly developing and improving software application solutions and launching Internet of Things software

Value-added services, such as the all-in-one AIoT cloud platform ESP RainMaker and Matter solutions, are available in:

At the end of 2024, the IoT application solution will also be launched for the first time in combination with the LLM large model. The company can provide targeted value-added services according to customer needs to meet the needs of the changing IoT industry.

R&D expenses

During the reporting period, the company's R&D expenses were 490.2977 million yuan, an increase of 86.5842 million yuan over the same period of last year.

This represents a year-on-year increase of 21.45%. The company is a technology-based company and attaches great importance to R&D investment. The number of R&D personnel at the end of the period was 553, an increase of 14.26% over the same period of last year. The increase in R&D expenses was mainly due to the increase in the remuneration of R&D personnel.

As the company has grown, the scope of R&D projects has expanded from the Wi-Fi MCU segment to a broader segment

In the field of AIoT SoC, R&D and expansion are carried out from SoC and wireless communication technologies, including AI intelligence

Voice, AI image recognition, RISC-V processors, Wi-Fi 6, Bluetooth LE, Thread, Zigbee, Matter, and more.

In addition to the above chip design, the company also continues to invest in software technology, focusing on the core of AIoT, covering tool chains, compilers, operating systems, application frameworks, AI algorithms, cloud products, APPs, etc., to achieve a closed loop of integrated software and hardware solutions in the field of AIoT.

Employee equity incentives

The total share-based payment expenses generated by the company's currently effective restricted stock incentive plan will affect the net profit in 2024 by 37.6613 million yuan.

3. Corporate governance

In accordance with the requirements of laws, regulations and normative documents such as the Company Law, the Securities Law and the Code of Governance for Listed Companies, the Company has established a relatively complete corporate governance organization and operation mechanism composed of the general meeting of shareholders, the board of directors, the board of supervisors and the company's management, and has formed a corporate governance system with clear rights and responsibilities, standardized operation, mutual coordination and mutual checks and balances among the power organs, decision-making bodies, supervisory bodies and management. The general meeting of shareholders of the Company is the highest authority of the Company, and the Board of Directors is the daily decision-making body of the Company, with four special committees: the Strategy Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Audit Committee. The Board of Directors is responsible to the General Meeting of Shareholders to deliberate on major issues in the Company's business activities, and make decisions or submit them to the General Meeting of Shareholders for deliberation. The Board of Supervisors is the supervisory body of the Company and is responsible for supervising the conduct of the Company's directors and management, as well as the Company's finances. The general manager of the company is appointed by the board of directors and is fully responsible for the daily operation and management activities of the company under the leadership of the board of directors.

In accordance with the provisions of relevant laws, regulations and normative documents, the company has established and gradually improved the corporate governance system with the Articles of Association as the core, including the Rules of Procedure of the Shareholders' Meeting, the Rules of Procedure of the Board of Directors, the Rules of Procedure of the Board of Supervisors, the Working System of Independent Directors, the Working Rules of the General Manager, the Working Rules of the Secretary of the Board of Directors, the Management System of Raised Funds, the Internal Audit Management System and other systems, and clarified the general meeting of shareholders, the board of directors, the board of supervisors, The scope of powers and responsibilities and working procedures of the general manager and the secretary of the board of directors provide an institutional guarantee for the standardized operation of the company.

(1) The operation of the board of directors

In accordance with the provisions of laws and regulations, normative documents and the Articles of Association, the Company has formulated the Rules of Procedure of the Board of Directors to standardize the decision-making procedures of the Board of Directors, promote the directors and the Board of Directors to effectively perform their duties, and improve the standardized operation and scientific decision-making level of the Board of Directors. In 2024, the Board of Directors of the Company held a total of 12 meetings, and the convening, proposals, convening, voting, resolutions and minutes of all previous meetings complied with laws and regulations, normative documents, and the relevant provisions of the Articles of Association and the Rules of Procedure of the Board of Directors. The details are as follows:

Session of the meeting Date of convening Resolution of the meeting

The 2024-01-29 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 23rd meeting 1, "on the repurchase of the company's shares by centralized bidding transaction plan"

discuss

The 2024-03-12 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 24th meeting 1, "on the review of the < company's 2024 restricted stock incentive plan (draft)" >

Motions and their summaries》

2. "On the Review and Assessment of the Implementation of the Company's 2024 Restricted Stock Incentive Plan for < Company".

Proposal on the > of the Management Measures》

3. "On Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company's 2024 Restrictive Matters

Proposal on matters related to the stock incentive plan》

4. "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders of the Company in 2024".

Case》

The second session of the board of directors on 2024-03-22 deliberated and passed the following proposals:

The 25th meeting 1, "Proposal on Reviewing the < 2023 Annual Report on the Work of the Board of Directors>

2. Proposal on the > of the Review of the 2023 Performance Report of the Audit Committee of the Board of Directors for <

Case》

3. "Proposal on Reviewing the > of the 2023 General Manager's Work Report for <"

4. Proposal on Reviewing the < of the 2023 Annual Report of Independent Directors >

5. Proposal on Reviewing the > and Summary of the < 2023 Annual Report

6. "Proposal on Reviewing the > of the Profit Distribution and Capital Reserve Conversion to Share Capital in 2023 for the <"

7. Proposal on Reviewing the > of the < 2023 Internal Control Evaluation Report

8. Proposal on Reviewing the > of the Special Report on the Deposit and Use of Raised Funds in < 2023

9. "Proposal on Reviewing the 2024 Annual Remuneration Plan of < Company's Senior Managers>

Case》

10. "Proposal on Reviewing the Company's Provision for Inventory Price Decline"

11. "On the Review of the Company's 2024 Use of Own Idle Funds to Purchase Wealth Management."

Proposal of the product》

12. "On the First Grant of the Company's First Phase of Restricted Stock Incentive Plan in 2020

To part of the fourth vesting period, the vesting conditions have not been fulfilled and are voided, and have been granted but have not yet been granted

Proposal on vesting restricted shares》

13. "About the First Grant of the Company's 2021 Restricted Stock Incentive Plan".

In the third vesting period, the vesting conditions have not been fulfilled and are invalidated, and those that have been granted but have not yet been vested

Restricted Stock Proposal》

14. "About the First Grant of the Company's 2022 Restricted Stock Incentive Plan

In the second vesting period, the vesting conditions have not been fulfilled and are invalidated, and those that have been granted but have not yet been vested

Restricted Stock Proposal》

15. "About the First Grant of the Company's 2023 Restricted Stock Incentive Plan."

Proposal that the first vesting period meets the vesting conditions》

16. "About the Company's 2023 Phase II Restricted Stock Incentive Plan No. 1

Proposals on the vesting period meeting the vesting conditions》

17. Proposal on the > of the Company's < 2023 Environmental, Social and Corporate Governance (ESG) Report

18. Proposal on Changing the Registered Capital of the Company and Amending the Articles of Association of the Company

19. "<会计师事务所履职情况评估报告>Proposal About"

20. Proposal on < Report and > of the Audit Committee of the Board of Directors on the Performance of Supervisory Duties by Accounting Firms

21. "Proposal on < the > of the Action Plan for "Improving Quality and Efficiency and Valuing Returns" in 2024

22. Proposal on Proposing to Convene the Company's 2023 Annual General Meeting of Shareholders

The 2024-03-28 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 26th meeting 1, "On the first grant to the incentive recipients of the 2024 restricted stock incentive plan

Proposal on Restricted Stocks》

The 2024-04-18 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 27th meeting 1. "Proposal on Reviewing the > of the < First Quarter Report of 2024"

discuss

The 2024-05-14 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 28th meeting 1, "Regarding the adjustment of the first phase of 2019, 2020, 2021, 2022,

2023, 2023 Phase 2, 2023 Phase 3, 2024 Restricted Shares

Proposal on the grant price and grant/vesting quantity of the vote incentive plan》

The second session of the board of directors on 2024-07-29 deliberated and passed the following proposals:

The 29th meeting 1, "Proposal on the Review of the > and Summary of the < 2024 Semi-Annual Report"

2. "On the Completion and Cancellation of Part of the Initial Public Offering of Shares

Proposal on the special fund account》

3. Proposal on Reviewing the > of the Special Report on the Deposit and Use of Raised Funds in the Semi-annual Year of 2024 for <

4. "On the < Company's 2024 Special Action Plan for Improving Quality, Efficiency, and Returning".

Proposal > the semi-annual evaluation report》

The 2024-08-20 meeting of the second session of the board of directors deliberated and passed the following proposals:

The thirtieth meeting 1, "on the change of the company's registered capital and amendment of the company's articles of association of the proposal"

2. "Proposal on Formulating Part of the Company's Management System"

3. "Proposal on Convening the Second Extraordinary General Meeting of Shareholders of the Company in 2024".

Case》

The second session of the board of directors on 2024-10-15 deliberated and passed the following proposals:

The 31st meeting 1, "On the first grant of the company's third phase of restricted stock incentive plan in 2023

Motions that meet the vesting conditions for the first vesting period》

The 2024-10-23 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 32nd meeting 1, "Proposal on the Review of the < Third Quarter Report of 2024>

2. "On the Granting of Reservations to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan."

Restricted Stock Proposal》

The 2024-11-07 meeting of the second session of the board of directors deliberated and passed the following proposals:

The 33rd meeting 1, "On the general election of the board of directors of the company and the nomination of the third board of directors is not independent

Proposal of the Directors

2. On the General Election of the Board of Directors of the Company and the Nomination of Independent Directors of the Third Board of Directors

Motions of Things》

3. Proposal on Formulating the Remuneration Standards for Directors and Supervisors of the Company

4. Proposal on Amending the Articles of Association and Part of the Management System

5. Proposal to convene the company's third extraordinary general meeting of shareholders in 2024

Case》

The 3rd session of the Board of Directors on 2024-11-25 deliberated and passed the following proposals:

The first meeting 1, "on the election of the chairman of the third board of directors of the company"

2. Proposal on the Election of Members of the Special Committees of the Third Board of Directors

2.1 Proposal on the Election of Members of the Strategy Committee of the Third Board of Directors

2.2 Proposal on the Election of Members of the Nomination Committee of the Third Board of Directors

2.3 Proposal on the Election of Members of the Audit Committee of the Third Board of Directors

2.4 "Proposal on the Election of Members of the Remuneration and Assessment Committee of the Third Board of Directors".

Case》

3. "Proposal on the Appointment of Senior Managers of the Company"

3.1 "About the appointment of Mr. TEO SWEE ANN as the general manager of the company

Motions》

3.2 "Proposal on the Appointment of Ms. Wang Jue as the Deputy General Manager of the Company"

3.3 Proposal on the Appointment of Ms. Shao Jingbo as the Chief Financial Officer of the Company

3.4 "Proposal on the Appointment of Ms. Wang Jue as the Secretary of the Board of Directors of the Company"

4. Proposal on the Appointment of the Company's Securities Affairs Representative

(2) The board of directors organizes and convenes the general meeting of shareholders and implements the resolutions of the general meeting of shareholders

In 2024, the Board of Directors of the Company organized and held a total of 4 general meetings of shareholders, including the annual general meeting of shareholders

1 time, 3 extraordinary general meetings of shareholders, the convening, proposals, convening, voting, resolutions and minutes of the previous general meeting of shareholders are in accordance with laws and regulations, normative documents and the relevant provisions of the articles of association and the rules of procedure of the shareholders' meeting, fully protect the rights of shareholders in accordance with the law, fully respect the rights and interests of small and medium-sized shareholders, and do not infringe on the rights and interests of small and medium-sized shareholders. The establishment and implementation of the general meeting of shareholders and the system have played a positive role in improving the corporate governance structure and standardizing the company's operation.

Session Date of Convening Resolution Publication of Resolution refers to Resolution of Meeting Publication of Resolution

The date of disclosure of the query for the sub-website

index

2024-03-28 www.sse.com.cn 2024-03-29 A total of 3 motions were considered at this meeting

The first motion was deliberated and passed in its entirety, and there was no negative resolution

The status of the provisional stock case. For details, please refer to the company's disclosure

The Oriental Conference is located on the website of the Shanghai Stock Exchange

(www.sse.com.cn) of "No. 1 in 2024

Announcement of the Resolution of the Extraordinary General Meeting of Shareholders (Announcement

No.: 2024-030)

2023 2024-04-12 www.sse.com.cn 2024-04-13 A total of 6 proposals were considered at this meeting

All the annual stock proposals were deliberated and passed, and there was no negative resolution

The status of the East Conference Bill. For details, please refer to the company's disclosure

on the website of the Shanghai Stock Exchange

(www.sse.com.cn) of the 2023 Year

Announcement of the Resolution of the General Meeting of Shareholders (Announcement No.:

2024-037）

2024-09-05 www.sse.com.cn 2024-09-06 A total of 1 proposals were considered at this meeting

The second motion was all deliberated and passed, and there was no veto resolution

The status of the provisional stock case. For details, please refer to the company's disclosure

The Oriental Conference is located on the website of the Shanghai Stock Exchange

(www.sse.com.cn) of "2024 Second

Announcement of the Resolution of the Extraordinary General Meeting of Shareholders (Announcement

No.: 2024-058)

2024-11-25 www.sse.com.cn 2024-11-26 A total of 5 motions were considered at this meeting

The third time the motions were all deliberated and passed, and there was no negative resolution

The status of the provisional stock case. For details, please refer to the company's disclosure

The Oriental Conference is located on the website of the Shanghai Stock Exchange

(www.sse.com.cn) of "2024 Third

Announcement of the Resolution of the Extraordinary General Meeting of Shareholders (Announcement

No.: 2024-078)

(3) The operation of special committees under the Board of Directors

The Board of Directors of the Company has four special committees: the Strategy Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Audit Committee. During the reporting period, the committees conscientiously carried out various tasks, gave full play to their professional functions, operated in accordance with the relevant work rules and rules of procedure, faithfully and diligently fulfilled their obligations, conducted research on important matters of the company's operation, and provided professional reference opinions and suggestions for the decision-making of the board of directors.

(4) Performance of duties by independent directors

In 2024, in accordance with the relevant requirements of the Measures for the Administration of Independent Directors of Listed Companies, the Rules of Procedure of the Board of Directors, the Working System for Independent Directors, and the relevant provisions of the Articles of Association, the independent directors of the Company fulfilled their obligations, exercised their rights, actively attended relevant meetings, carefully deliberated on various proposals of the Board of Directors, fully expressed their opinions on major matters involving the Company based on their professional knowledge, and expressed relevant opinions on matters that require independent directors to express prior approval opinions or independent opinions as required. It gives full play to the supervisory role of independent directors, provides a basis for the scientific decision-making of the board of directors, and effectively safeguards the overall interests of the company and the interests of all shareholders, especially small and medium-sized shareholders.

(5) Information disclosure and transparency

In accordance with the relevant laws, regulations and the relevant provisions of the Articles of Association, the company shall disclose the company's material information in a true, accurate, complete and timely manner, avoid the occurrence of selective information disclosure, and safeguard the interests of small and medium-sized investors.

(6) Management of insiders of inside information

In accordance with the "Registration and Management System for Insiders of Inside Information", the Company strives to control the insiders of inside information to a minimum extent, register insiders of inside information in all aspects of reporting, transmission, preparation, review and disclosure of inside information before disclosure, and will submit the list of relevant insiders for the record in accordance with regulatory requirements.

(7) Investor protection and investor relations management

The Board of Directors of the Company attaches great importance to the management of investor relations, and the Company's senior management communicates with investors through various means such as online and offline roadshows, investor reception hotlines and on-site receptions, SSE e-interactive platforms, and WeChat official account "Espressif Directors", so as to enhance investors' understanding and confidence in the Company and form a good interactive relationship with investors.

4. Work plan of the Board of Directors for 2025

In 2025, the Board of Directors will continue to strictly comply with the Company Law, the Securities Law, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association and the Rules of Procedure of the Board of Directors, and other laws, regulations and systems, continue to perform its responsibilities diligently, and further play the role of independent directors and special committees. Deepen corporate governance, continuously improve various internal control systems, and enhance the company's ability to standardize operations; Pay more attention to information disclosure, consciously fulfill information disclosure obligations, and improve the transparency of the company's standardized operation; Do a good job in investor relations management and improve effective communication between investors and the company; Make full use of the role of the capital market, formulate and improve the company's development strategy, and promote the company's sustainable and stable development.

This proposal has been deliberated and passed at the fourth meeting of the third board of directors of the company held on March 21, 2025

Pass.

This proposal is hereby submitted to the general meeting of shareholders for consideration.

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

April 11, 2025

2024 Annual General Meeting Meeting Proposal II:

Espressif Information Technology (Shanghai) Co., Ltd

Proposal on the review of the "2024 Annual Report on the Work of the Board of Supervisors".

Dear Shareholders and Shareholder Representatives,

In 2024, the Board of Supervisors of Espressif Systems (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") will comply with 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 Articles of Association of Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association"), and the Rules of Procedure of the Supervisory Board of Espressif Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Rules of Procedure of the Board of Supervisors") and other relevant provisions, and conscientiously perform their duties. The Board of Supervisors of the Company held 11 meetings this year, and the members of the Board of Supervisors attended the Board of Directors and the General Meeting of Shareholders held by the Company during the year, supervised and reviewed the formation and voting procedures of the Company's major decisions and resolutions, and inspected the Company's operation in accordance with the law, especially the Company's business activities, financial status, shareholders' meeting procedures, and the performance of duties by directors and senior managers, etc., and effectively supervised the Company's shareholders' interests, the Company's interests and the legitimate rights and interests of employees. It promotes the standardized operation of the company. The main work of the Board of Supervisors of the Company in 2024 is reported as follows:

1. The convening of the meeting of the board of supervisors

During the reporting period, the Board of Supervisors of the Company held a total of 11 meetings, the details of which are as follows:

Session of the meeting Date of the meeting Resolutions of the meeting

1. "On and

Proposal of the 2nd Session of the Supervision of its Summary》

Board of Directors No. 10 2024-03-12 2. "Proposal on Reviewing the Measures >for the Implementation of the Assessment and Management of the Company's 2024 Restricted Stock Incentive Plan in < 2024

3. "On Verifying the List of Incentive Recipients of the Company's < 2024 Restricted Stock Incentive Plan>

The Motions》

The 2nd Supervisor 1. "Proposal on Reviewing the > of the Work Report of the Board of Supervisors for the < 2023"

Board of Directors No. 10 2024-03-22 2. "Proposal on Reviewing the > and Summary of the < 2023 Annual Report"

8th meeting 3, "on the review of the < 2023 annual profit distribution and capital reserve to increase share capital plan>

The Motions》

4. Proposal on Reviewing the > of the < 2023 Internal Control Evaluation Report"

5. "Special Report on the Deposit and Use of Raised Funds in Review < 2023>

The Motions》

6. "About the First Grant of the Company's First Phase of the Restricted Stock Incentive Plan in 2020".

In the fourth vesting period, the vesting conditions have not been fulfilled and invalidated, and those that have been granted but have not yet been vested

Restricted Stock Proposal》

7. "On the First Grant of the Company's 2021 Restricted Stock Incentive Plan

The vesting conditions of the vesting period are not fulfilled and are invalidated, and the restrictive that has been granted but has not yet vested

Proposal on stocks》

8. Part II of the First Grant of the Company's 2022 Restricted Stock Incentive Plan

The vesting conditions of the vesting period are not fulfilled and are invalidated, and the restrictive that has been granted but has not yet vested

Proposal on stocks》

9. "About the First Grant of the Company's 2023 Restricted Stock Incentive Plan".

Proposals for the vesting period to meet the vesting conditions》

10. "About the First Vesting of the Company's Second Phase 2023 Restricted Stock Incentive Plan".

Proposals that meet the vesting conditions》

1. "On the First Grant of Restricted Stock Incentive Plan Incentive Recipients in 2024

Board of Directors No. 10 2024-03-28 Proposal on Institutional Stocks》

Nine meetings

The second supervisor

Board of Directors 2024-04-18 1. "Proposal on Reviewing the > of the First Quarter Report of < 2024"

Ten meetings

The second session of the Supervision 1, "Regarding the Adjustment of the First Phase of 2019, 2020, 2021, 2022,

Board of Directors 2024-05-14 2023, 2023 2nd Phase, 2023 3rd Phase, 2024 Restricted Shares

11th Meeting Incentive Plan Grant Price and Grant Amount Proposal

discuss

1. Proposal on Reviewing the > and Summary of the < 2024 Semi-Annual Report

Article 2 of the Board of Directors, "On the Completion of Part of the Initial Public Offering of Shares and the Cancellation of the Raised Funds."

12th Session 2024-07-29 Proposal on Special Account》

3. Special Report on the Deposit and Use of Funds Raised in the Semi-annual Year of 2024 for the Review and <

Motions to >》

The second supervisor

Board of Directors No. 2 2024-10-15 1. "About the First Grant of the Company's Third Phase of the Restricted Stock Incentive Plan in 2023."

13th meeting of the first vesting period to meet the vesting conditions"

discuss

The second session of the Supervision 1, "Proposal on the Review of the < of the > of the Third Quarter Report of 2024"

Board of Directors No. 2 2024-10-23 2. "Regarding the Granting of Reserved Limits to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan

14th Proposal on Institutional Stocks》

discuss

The second supervisor

Board of Directors No. 2 2024-11-07 1. "On the General Election of the Board of Supervisors of the Company and the Nomination of Non-employee Representatives of the Third Board of Supervisors

Proposal of the 15th meeting of supervisors》

discuss

The second supervisor

Board of Directors No. 2 2024-11-15 1. "Proposal on Changing the Candidates for Non-employee Representative Supervisors of the Third Board of Supervisors of the Company."

Sixteenth session》

discuss

The 3rd Prison

Board of Directors No. 1 2024-11-25 1. "Proposal on Electing the Chairman of the Third Board of Supervisors of the Company"

Meetings

2. The verification opinions issued by the board of supervisors on the relevant matters of the company

During the reporting period, in order to standardize the company's operation and ensure the scientific and reasonable business decision-making of the company, the board of supervisors of the company focused on strengthening supervision from the following aspects and faithfully performing its supervisory functions.

(1) The opinion of the board of supervisors on the verification of the company's operation in accordance with the law

During the reporting period, the board of supervisors of the company strictly performed its duties in strict accordance with the provisions of the Company Law, the Securities Law, the Articles of Association and other relevant laws and regulations, actively participated in the general meeting of shareholders, attended various board meetings, and supervised and inspected the company's operation in accordance with the law and regulations in 2024. The Board of Supervisors believes that during the reporting period, the general meeting of shareholders and the board of directors of the company exercised their functions and powers in strict accordance with the relevant national laws and regulations and the Articles of Association. The procedures for the convening, convening, voting, and resolution of the meeting are lawful and valid. All directors and senior management personnel perform their duties in the company, perform their duties with due diligence, strictly implement national laws and regulations, the articles of association of the company, the resolutions of the general meeting of shareholders and the board of directors, and do not find any violations of laws, regulations and the articles of association or damage to the interests of the company.

(2) The board of supervisors' opinion on the verification of the company's financial work

During the reporting period, the Board of Supervisors inspected the company's financial system and financial situation, and considered that the company's financial management was standardized. The Board of Supervisors carefully reviewed the Company's periodic report and held that the preparation and review procedures of the Company's periodic report were in accordance with the relevant regulations, the content and format of the report were in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the information contained therein truly reflected the Company's financial status and operating results during the reporting period, and there were no false records, misleading statements or material omissions, and no personnel involved in the preparation and review of the periodic report were found to have violated the confidentiality provisions.

(3) The board of supervisors' opinions on the verification of the deposit and use of the company's raised funds

During the reporting period, the company's management of the deposit and use of raised funds strictly followed the provisions of the "Management System for Raised Funds", and the company disclosed the deposit and actual use of raised funds in a timely, accurate and complete manner, and there was no disguised change in the use of raised funds, the feasibility of fund-raising projects, economic benefits, etc., and there was no damage to the interests of shareholders, and there was no illegal use of raised funds.

(4) The verification opinion of the Board of Supervisors on the Company's 2024 restricted stock incentive plan

During the reporting period, the Board of Supervisors reviewed all the drafts, assessment management measures and grants of all restricted stock incentive plans of the Company in 2024. The board of supervisors of the company believes that the relevant matters are in accordance with the provisions of relevant laws, regulations and normative documents, and there is no harm to the interests of the company and all shareholders.

(5) Opinions of the Board of Supervisors on the Company's foreign investment

During the reporting period, the company strictly followed the provisions of laws, regulations, normative documents and the company's "Measures for the Administration of Foreign Investment", which was in line with the premise of the company's development strategic planning, and the review procedures were legal and compliant, and there was no harm to the interests of the company and all shareholders.

(6) The opinion of the board of supervisors on the company's external guarantees

During the reporting period, the company did not add any new external guarantees.

(7) Implementation of the company's internal control system

During the reporting period, the Board of Supervisors supervised the construction and operation of the Company's internal control system in 2024 by the Board of Directors, and believed that the Company had established a relatively complete internal control system and could be effectively implemented.

In 2025, the Board of Supervisors of the Company will continue to strictly abide by the Company Law, the Articles of Association, the Rules of Procedure of the Board of Supervisors and other relevant regulations, faithfully perform its duties, and promote the standardized operation of the Company. At the same time, the Board of Supervisors will continue to strengthen its ability to perform its duties, effectively improve the level of supervision, and actively safeguard the legitimate rights and interests of the Company and shareholders.

This proposal has been deliberated at the third meeting of the third board of supervisors of the company held on March 21, 2025

Pass.

This proposal is hereby submitted to the general meeting of shareholders for consideration.

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

April 11, 2025

2024 Annual General Meeting Meeting Proposal III:

Espressif Information Technology (Shanghai) Co., Ltd

Proposal on the review of the "2024 Annual Report of Independent Directors".

Dear Shareholders and Shareholder Representatives,

THE COMPANY'S INDEPENDENT DIRECTORS LAN YUZHE, KOHCHUANKOON, LEESZECHIN, CHENMYN CHEN MIN, LEEKIANSOON LI JIANSHUN AND LEONGFOOLENG LIANG FULENG RESPECTIVELY COMPILED THE PERSONAL "2024 ANNUAL INDEPENDENT DIRECTORS' DEBRIEFING REPORT" ACCORDING TO THE WORK AND OPERATION OF THE COMPANY IN 2024.

The company's "2024 Annual Report on the Work of Independent Directors" has been held on March 21, 2025

The fourth meeting of the third board of directors was deliberated and approved. The 2024 Annual Report of Independent Directors of the six independent directors

The report was published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 22, 2025

Dew.

This proposal is hereby submitted to the general meeting of shareholders for consideration.

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

April 11, 2025

2024 Annual General Meeting of Shareholders Meeting Proposal 4:

Espressif Information Technology (Shanghai) Co., Ltd

Motion on the consideration of the 2024 Annual Report and its summary

Dear Shareholders and Shareholder Representatives,

The Company's 2024 Annual Report and Executive Summary were held on March 21, 2025

The fourth meeting of the board of directors and the third meeting of the third board of supervisors deliberated and approved. The company's 2024 Annual Report

The 2024 Annual Report Summary was published on the website of the Shanghai Stock Exchange on March 22, 2025

(www.sse.com.cn).

This proposal is hereby submitted to the general meeting of shareholders for consideration.

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

April 11, 2025

Proposal 5 of the 2024 Annual General Meeting of Shareholders:

Espressif Information Technology (Shanghai) Co., Ltd

Regarding the review of the "2024 Annual Profit Distribution and Capital Reserve Conversion to Share Capital".

Preliminary plan".

Dear Shareholders and Shareholder Representatives,

Audited by Baker Tilly International Accounting Firm (Special General Partnership), the undistributed profit at the end of the interim period of the company's parent company was RMB360,402,684.08. Upon the resolution of the board of directors, the company intends to distribute profits and increase share capital in 2024 based on the total share capital of the company registered on the record date of the implementation of equity distribution and the shares in the company's special securities account for repurchase. The profit distribution and provident fund conversion plan are as follows:

1. The listed company intends to distribute a cash dividend of 6 yuan (tax included) to all shareholders for every 10 shares. As of 2025

On March 21, the company's total share capital was 112,200,431 shares, deducting the number of shares in the special securities account for repurchase

The total number of remaining shares after 2,251,613 shares is 109,948,818 shares, and the total proposed cash dividend of RMB 65,969,290.80 (tax included) is calculated on this basis. The total cash dividend of the company for the year was 65,969,290.80 yuan; The amount of share repurchases that have been implemented in the form of centralized bidding and offer for the year with cash as the consideration

88,774,988.96 yuan, cash dividends and repurchase amounted to 154,744,279.76 yuan, accounting for 45.60% of the net profit attributable to shareholders of the listed company for the year. Among them, the amount of repurchase and cancellation (hereinafter referred to as repurchase and cancellation) with cash as consideration and the repurchase and cancellation of shares by way of offer and centralized bidding was 0.00 yuan, and the total amount of cash dividends and repurchase and cancellation was 65,969,290.80 yuan, accounting for 19.44% of the net profit attributable to shareholders of the listed company for the year.

2. The listed company intends to convert 4 shares from provident fund for every 10 shares to all shareholders. As of March 21, 2025

On the day, the company's total share capital is 112,200,431 shares, and the total number of remaining shares after deducting 2,251,613 shares in the repurchase special securities account is 109,948,818 shares, and the company's total share capital is 156,179,958 shares after this share transfer (subject to the registration of China Securities Depository and Clearing Co., Ltd.).

The listed company holds 2,251,613 shares of the company through the repurchase special account, and does not participate in the profit distribution and the conversion of capital reserve into share capital.

If the number of shares to be distributed by the company (total share capital minus the balance of shares in the company's special securities account for repurchase) changes due to the conversion of convertible bonds into shares/repurchase of shares/share repurchase and cancellation of equity incentive grants/repurchase and cancellation of major asset restructuring shares due to the date of disclosure of this announcement to the registration date of equity distribution, the company intends to maintain the proportion of distribution (conversion) per share unchanged and adjust the total amount of distribution (conversion) accordingly. If there is a subsequent change in the total share capital, the specific adjustment will be announced separately.

The company's "2024 Profit Distribution and Capital Reserve Conversion to Share Capital Plan" has been launched on March 21, 2025

The fourth meeting of the third board of directors and the third meeting of the third board of supervisors of the company were deliberated and approved on the same day. The Company's "2024 Annual Profit Distribution and Capital Reserve Conversion to Share Capital Plan Announcement" (2025-019) was published and disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 22, 2025.

This proposal is hereby submitted to the general meeting of shareholders for consideration.

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

April 11, 2025