TWX Group Holding Limited — Remuneration Information 2021

Dec 16, 2021

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The Compensation Discussion and Analysis section explains the compensation program for the fiscal years ended August 31, 2020 for the Company’s Named Executive Officers (as that term is defined under applicable securities legislation).

COMPENSATION DISCUSSION AND ANALYSIS

The compensation of the executive officers is determined by the Board of Directors, based in part on recommendations from the Chief Executive Officer.

The Board evaluates individual executive performance with the goal of setting compensation at levels that they believe are comparable with executives in other companies of similar size and stage of development operating in the same industry. In connection with setting appropriate levels of compensation, the Board base their decisions on their general business and industry knowledge and experience and publicly available information of comparable companies while also considering our relative performance and strategic goals.

The executive officer compensation consists of two basic elements: i) base salary; and ii) incentive stock options. The details are set out in the Summary Compensation Table.

The base salary established for each executive officer is intended to reflect each individual's responsibilities, experience, prior performance and other discretionary factors deemed relevant by the Board. In deciding on the salary portion of the compensation of the executive officers, major consideration is given to the fact that the Company is an early stage exploration company and does not generate any material revenue and must rely exclusively on funds raised from equity financing. Therefore, greater emphasis may be put on incentive stock option compensation.

The incentive stock option portion of the compensation is designed to provide the executive officers of the Company with a long term incentive in developing the Company's business. Options granted under the Company's stock option plan are approved by the Board, and if applicable, its subcommittees, after consideration of the Company's overall performance and whether the Company has met targets set out by the executive officers in their strategic plan.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES (for the fiscal year ended August 31, 2020 and 2019)

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of Perquisite s ($)	Value of all other compe- nsation ($)	Total compe- nsation ($)
Stan Grunzeweig, Interim CEO and Director (resigned October 9, 2020)	2020	8,000	Nil	16,000	Nil	Nil	24,000
	2019	4,000	Nil	12,000	Nil	Nil	16,000
Simon Ma CFO (now)	2020	7,700	Nil	Nil	Nil	Nil	7,700
Wen (Wendy) Xu, President , Director ( resigned Nov 12, 2020) and Chairman of the Board ( resigned Oct 30, 2019)	2020	50,000	Nil	11,500	Nil	Nil	61,500
	2019	125,114	Nil	12,000	Nil	Nil	137,114
Wei Dong (Tony) Wang, Director and CEO (resigned April 16, 2020)	2020	29,500	Nil	7,000	Nil	Nil	36,500
	2019	82,055	Nil	12,000	Nil	Nil	94,055
Winfield Ding, CFO (resigned January 24, 2020)	2020	10,000	Nil	Nil	Nil	Nil	10,000
	2019	60,000	Nil	Nil	Nil	Nil	60,000
Man Bong (Benedict) Leung, Director (resigned October 29, 2019)	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Yong Zhi (Jim) Huang, Director, (resigned October 29, 2020)	2020	Nil	Nil	11,250	Nil	Nil	11,250
	2019	Nil	Nil	Nil	Nil	Nil	Nil

COMPENSATION SECURITIES

(for the fiscal year ended August 31, 2020)

Name and Position	Type of compen- sation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conver- sion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underly- ing security at year end ($)	Expiry Date
All Directors and Officers	Options	Nil	N/A	N/A	N/A	N/A	N/A

PENSION PLAN BENEFITS

The Company does not have a pension plan or provide any benefits following or in connection with retirement.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Neither the Company or any of its subsidiaries has any plan or arrangement with respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of employment of the executive officers' employment with the Company and its subsidiaries or from a change of control of the Company or any subsidiary of the Company or a change in the executive officers' responsibilities following a change in control.

EQUITY COMPENSATION PLAN INFORMATION (for the fiscal year ended August 31, 2020)

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plan Category	(a)	(b)	(c)

Equity compensation plans approved by securityholders	Nil	N/A	3,195,046
Equity compensation plansnot approved by securityholders	Nil	Nil	Nil
Total	Nil		3,195,046

There are no employment contracts between either the Company or its subsidiaries and the above-named executive officers other than disclosed herein or in the financial statements.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as disclosed hereunder, no directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “ Informed Person ” means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial years ended August 31, 2020, none of:

• (a) the Informed Persons of the Company;

• (b) the proposed nominees for election as a Director of the Company; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Company. To the knowledge of management of the Company, no informed person or nominee for

election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the years ended August 31, 2020, or has any interest in any material transaction in the current year other than as set out herein.