Chapter 1 General Principles
Article 1
To further improve the compensation management of directors and senior management at Wase Holdings Co., Ltd. (hereinafter referred to as "the Company"), and to establish a scientific and effective incentive and restraint mechanism that effectively motivates the work enthusiasm of the Company's directors and senior management, thereby enhancing the operational management efficiency of the Company, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," and the "Articles of Association of Wase Holdings Co., Ltd." (hereinafter referred to as "the Articles of Association"), among other relevant regulations, combined with the actual situation of the Company.
Article 2
This system applies to the directors and senior management of the Company, specifically including the following personnel:
- Members of the Board of Directors: Refers to the members of the Company's Board of Directors, including non-independent directors (including employee representative directors elected by the employee representative assembly or other democratic means, collectively referred to as "non-independent directors") and independent directors;
- Senior Management: Refers to personnel appointed by the Company's Board of Directors who meet the scope specified in the Articles of Association, specifically including the Company’s president, vice presidents, financial officer, board secretary, and other senior management as stipulated in the Articles of Association.
Article 3
The compensation management system for the Company's directors and senior management follows the following principles:
- Principle of fairness, justice, and openness: The design of the compensation system should reflect internal fairness and external competitiveness;
- Principle of combining responsibility, authority, and benefits: The compensation level of directors and senior management should match their management responsibilities, operational risks, and decision-making pressures, and be reasonably determined with reference to market compensation levels;
- Principle of balancing incentives and constraints: The total performance-based compensation is linked to the completion of the Company's annual operational indicators, and is disbursed based on departmental and individual performance evaluation results, reflecting the principle of aligning responsibility, risk, and benefits, while establishing a compensation clawback mechanism;
- Principle of aligning with the Company's long-term development: Establish a diversified compensation structure that includes medium- and long-term incentives, encouraging directors and senior management to focus on the long-term value creation of the Company.