Tanvex BioPharma : The Board approved to issue Employees' Restricted Share Award

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Provided by: Tanvex BioPharma, Inc.
SEQ_NO	2	Date of announcement	2022/03/21	Time of announcement	19:07:34
Subject	The Board approved to issue Employees' Restricted Share Award
Date of events	2022/03/21	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/21 2.Expected issue price:Each RSA will be issued without consideration. 3.Expected total amount (shares) of issuance:1,500,000 shares 4.Vesting conditions: Index A:If an eligible employee who has served in the company for 1 year and scores 4 or higher for his/her personal annual performance review in each year, the ratios of granted shares to be vested to the employee are set forth as follows: In the year when the restricted shares are granted：50% In the second year following the restricted shares are granted：50% Index B:Employees who have made significant contributions to the development of the company's operations and business. a.key personnel who have contributed to the North American or European certification for the biosimilar drug products developed by the Company. i. Vesting time: Timepoint I:Within 1 year from the date of issuance of the new shares with restricted employee rights, obtain a certificate issued by the competent authority of any country in North America or Europe. Timepoint II:Within 2 years from the date of issuance of the new shares with restricted employee rights, obtain the second certificate issued by the competent authority of any country in North America or Europe. ii.Vesting proportion:Timepoint I can acquire 50% restricted new shares of employee rights, and timepoint II can accumulate 100% vested new shares limited to employee rights. After the issuance of new shares with restricted employee rights belonging to this indicator, if the target to whom the indicator is allocated is not employed at the time of acquisition, it will be deemed that the vesting conditions have not been met, and all these unvested shares shall be reacquired and cancelled by the Company without compensation pursuant to law. b.Key personnel who have contributed to the business related to entrusted development and manufacturing services. i. Vesting time: Timepoint I:From the date of issuance of the new shares under this restriction on employee rights, the revenue from a single project of entrusted development and manufacturing services has reached more than US$10 million. Timepoint II:From the date of issuance of the new shares under this restriction on employee rights, the cumulative revenue of entrusted development and manufacturing services has reached more than US$20 million. ii.Vesting proportion:Timepoint I can acquire 50% restricted new shares of employee rights, and timepoint II can accumulate 100% vested new shares limited to employee rights. After the issuance of new shares with restricted employee rights belonging to this indicator, if the target to whom the indicator is allocated is not employed at the time of acquisition, it will be deemed that the vesting conditions have not been met, and all these unvested shares shall be reacquired and cancelled by the Company without compensation pursuant to law. c.Key personnel who have made significant contributions to the development of new products. i. Vesting time:Within 2 years from the date of issuance of the RSA, the effective date of the contract for the Company's successful technology transfer macromolecule development product. ii.Vesting proportion:On the date of the fact, 100% of the restricted employee rights new shares can be granted. After the issuance of new shares with restricted employee rights belonging to this indicator, if the target of the indicator is not employed at the time of acquisition, it will be deemed that the vesting conditions have not been met, and all these unvested shares shall be reacquired and cancelled by the Company without compensation pursuant to law. 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:Unless otherwise provided in the Plan, RSA failing to meet the vesting conditions shall be reacquired and cancelled by the Company without compensation. 6.Other issuance criteria:Within one year from the date of the competent authority's notification of entry into force, the Company may, depending on its actual need, the Company may issue the shares all at once or by tranches. The Chairman is authorized to determine the actual issuance date. 7.Qualification criteria for employees:Only the full-time formal employees of the Company and its domestic and foreign subsidiaries (the term " subsidiaries "refers to an invested company in which the Company, directly or indirectly, holds more than 50% of voting shares and has control over pursuant to the Ruling Jing-Guan-Cheng-Fa-Tse No.1070121068 promulgated by the Financial Supervisory Commission) who are already on board on the vesting day of the restricted shares are eligible for theses shares. 8.The necessary reason of the current issuance of RSA:To attract and retain professional personnel needed by the Company, to motivate employees and enhance their centripetal force so as to jointly create the Company's and shareholders'interests. 9.Calculated expense amount:It is estimated that the expected amount of expenses for four years is NT$87,150,000 over four years. 10.Dilution of the Company's earnings per share (EPS):The dilution effect on the Company's earnings per share is approximately NT$0.247. The total numbers to be issued under this plan is approximately 0.43% of the Company's total issued and outstanding shares (352,454,701 shares as of December 31, 2021). However, before the restricted shares of employees are vested, they will not be included in the number of outstanding shares. The diluting effect on the earnings per share mentioned above will be reflected on a period-by-period basis when it is vested. 11.Other matters affecting shareholder's equity:None. 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for: (1)The grantee employee shall not sell, transfer, make gift of, create other rights or encumbrances on the RSAs, or otherwise dispose of the RSAs in any other manner. (2)All the rights to attend, the proposal rights, motion rights, speech rights, voting rights and any other shareholder rights shall be exercised by the trustee or the custodian (as applicable). (3)The restrictions (including but not limited to transfer restrictions and vesting conditions) applicable to any and all unvested RSAs (and any share derived from such RSAs for whatever reason, including share dividend, retained earning capitalization, recapitalization, reserve capitalization and any cash distributed based on such RSAs for whatever reason, including cash dividend and distribution of capital reserve in the form of cash) shall equally apply to any share derived, directly or indirectly, from and cash distributed based on such unvested RSAs for whatever reason, including share dividend, retained earning capitalization, recapitalization, reserve capitalization, cash dividend and distribution of capital reserve in the form of cash, and any interests (collectively, the "Restricted Share and Cash Distribution"). For the avoidance of doubt, for the purpose of this Plan, the unvested RSAs shall include all the corresponding Restricted Share and Cash Distribution, which are subject to the same restrictions and thus unvested. 13.Other important terms and conditions (including stock trust custody, etc.):In the case that the grantee employee is an ROC citizen, such employee shall, immediately after the Company issues the RSAs to such employee, trust such RSAs to the trustee designated by the Company in accordance with the Company's instruction and, unless otherwise provided hereunder, shall be continuously trusted till the full satisfaction of the vesting conditions. Any and all the Restricted Share and Cash Distribution derived from the unvested RSAs shall also be put in the trust. In the case that the grantee employee is non-ROC citizen, such employee shall put the RSA with a custodian bank for custody. 14.Any other matters that need to be specified: (1)The Rules shall take effect and come into force after they are approved by the Board of Directors, submitted to the shareholders' meeting for resolution and adoption, and then reported to the Competent Authority. Where it is necessary to amend the Rules due to change of law, the Competent Authority's opinion or objective factors in the environment, the Board Chairperson shall be authorized to make the amendment, subject to majority approval of the Directors present at a Board meeting attended by more than two thirds of the Directors. Notwithstanding, substantial changes to the Rules involving total number of new shares to be issued and issuing conditions shall be adopted by resolution at the shareholders' meeting. (2)Any other matters not set forth in the Rules shall be governed by the applicable laws and regulations.