UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER 

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2023

 

Commission file number: 001-34936

 

 

Noah Holdings Limited

 

 

1226 South Shenbin Road 

Shanghai 201107 

People’s Republic of China 

+86 (21) 8035-8292 

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x               Form 40-F ¨

 

 

 

EXHIBIT INDEX

 

Exhibit 99.1		Press Release
Exhibit 99.2		Announcement—Poll Results of the Annual General Meeting Held on June 12, 2023 and Payment of Final Dividend

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Noah Holdings Limited
	By:	/s/ Qing Pan
		Name:  Qing Pan
		Title: Chief Financial Officer
Date: June 12, 2023

 

 

Exhibit 99.1

 

Noah Holdings Limited Announces Results of Annual General Meeting and Payment of Final Dividend

 

SHANGHAI, June 12, 2023 /PRNewswire/ — Noah Holdings Limited (the “Company” or “Noah”) (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors, today announced that its annual general meeting (the “AGM”) was held in Hong Kong on June 12, 2023 and all the proposed resolutions submitted for shareholders’ approval as set forth in the notice of the AGM dated April 24, 2023 were duly passed at the AGM.

 

The Company also announced that it will distribute a final dividend of RMB5.5 (equivalent to US$0.8, or HK$6.2, based on the effective noon buying rate for December 30, 2022 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board) per ordinary share (tax inclusive) (with an aggregate amount of approximately RMB176.5 million (equivalent to US$25.6 million, or HK$199.9 million) (tax inclusive), subject to adjustment to the number of ordinary shares of the Company entitled to dividend distribution as of the record date for dividend distribution, and the equivalent U.S. dollars amount and Hong Kong dollars amount are also subject to exchange rate adjustment) in respect of the year ended December 31, 2022 to shareholders whose names appear on the register of members of the Company as of the close of business on June 27, 2023 (the “Final Dividend”). The Final Dividend payable shall be converted to and paid in U.S. dollars (for ADS holders) and in Hong Kong dollars (for registered holders of the ordinary shares).

 

ABOUT NOAH HOLDINGS LIMITED

 

Noah Holdings Limited (NYSE: NOAH) is a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors. In the first quarter of 2023, Noah distributed RMB16.8 billion (US$2.4 billion) of investment products. Through Gopher Asset Management, Noah had assets under management of RMB157.6 billion (US$22.9 billion) as of March 31, 2023.

 

Noah’s wealth management business primarily distributes private equity, public securities and insurance products denominated in RMB and other currencies. Noah delivers customized financial solutions to clients through a network of 1,327 relationship managers across 68 cities in mainland China, and serves the international investment needs of its clients through offices in Hong Kong (China), Taiwan (China), New York, Silicon Valley and Singapore. The Company’s wealth management business had 440,664 registered clients as of March 31, 2023. Through Gopher Asset Management, Noah manages private equity, public securities, real estate, multi-strategy and other investments denominated in Renminbi and other currencies. Noah also provides other businesses.

 

For more information, please visit Noah at ir.noahgroup.com.

 

SAFE HARBOR STATEMENT

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause Noah’s actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: its goals and strategies; its future business development, financial condition and results of operations; the expected growth of the wealth management and asset management market in China and internationally; its expectations regarding demand for and market acceptance of the products it distributes; investment risks associated with investment products distributed to Noah’s investors, including the risk of default by counterparties or loss of value due to market or business conditions or misconduct by counterparties; its expectations regarding keeping and strengthening its relationships with key clients; relevant government policies and regulations relating to its industries; its ability to attract and retain qualified employees; its ability to stay abreast of market trends and technological advances; its plans to invest in research and development to enhance its product choices and service offerings; competition in its industries in China and internationally; general economic and business conditions in China; and its ability to effectively protect its intellectual property rights and not to infringe on the intellectual property rights of others. Further information regarding these and other risks is included in Noah’s filings with the U.S. Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this press release and in the attachments is as of the date of this press release, and Noah does not undertake any obligation to update any such information, including forward-looking statements, as a result of new information, future events or otherwise, except as required under the applicable law.

 

Contacts:

 

Noah Holdings Limited 

Melo Xi 

Tel: +86-21-8035-8292 

ir@noahgroup.com

 

 

Exhibit 99.2

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

Noah Holdings

 

Noah Holdings Private Wealth and Asset Management Limited

諾亞控股私人財富資產管理有限公司

(Incorporated in the Cayman Islands with limited liability under the name Noah Holdings Limited and

carrying on business in Hong Kong as Noah Holdings Private Wealth and Asset Management Limited)

(NYSE Ticker Symbol: NOAH; HKEX Stock Code: 6686)

 

POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON JUNE 12, 2023

AND

PAYMENT OF FINAL DIVIDEND

 

 

Reference is made to the Company’s circular (the “Circular”) in connection with the Annual General Meeting and notice of the Annual General Meeting (the “Notice”) dated April 25, 2023. Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

 

(I)	POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 12, 2023

 

The board of directors (the “Board”) of Noah Holdings Private Wealth and Asset Management Limited (the “Company”) is pleased to announce the poll results of the annual general meeting of the Company (the “Annual General Meeting” or “AGM”) held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Monday, June 12, 2023 at 9:00 a.m. Hong Kong time (or 9:00 p.m. on June 11, 2023, New York time).

 

  

The voting results in respect of the resolutions proposed at the Annual General Meeting were as follows:

 

Ordinary Resolutions				Number of Votes (%)
				For	Against	Abstain1
1.	To receive and consider the audited consolidated financial statements of the Company and the reports of the Directors and auditor of the Company for the year ended December 31, 2022.			23,888,731 (99.998836%)	278 (0.001164%)	10,434 (–)
2.	(A)	To re-elect the following directors of the Company (the “Directors”):
		(i)	Ms. Chia-Yue Chang to serve as a Director, subject to her earlier resignation or removal	23,763,313 (99.431911%)	135,768 (0.568089%)	362 (–)
		(ii)	Dr. Zhiwu Chen, who has served more than nine years since January 24, 2014, to serve as an independent Director, subject to his earlier resignation or removal; and	23,851,481 (99.800829%)	47,600 (0.199171%)	362 (–)
		(iii)	Ms. May Yihong Wu, who has served more than nine years since November 9, 2010, to serve as an independent Director, subject to her earlier resignation or removal	20,768,956 (86.902921%)	3,130,075 (13.097079%)	412 (–)
	(B)	To authorize the Board to fix the remuneration of the Directors.		23,700,975 (99.172475%)	197,768 (0.827525%)	700 (–)
3.	To consider, approve and declare a Final Dividend of RMB5.5 (equivalent to US$0.8, or HK$6.2, based on the effective noon buying rate for December 30, 2022 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board) per share (tax inclusive) (with an aggregate amount of approximately RMB176.5 million (equivalent to US$25.6 million, or HK$199.9 million) (tax inclusive), subject to adjustment to the number  of shares of the Company entitled to dividend distribution as of the record date for dividend distribution, and the equivalent U.S. dollars amount and Hong Kong dollars amount are also subject to exchange rate adjustment) in respect of the year ended December 31, 2022			23,898,112 (99.997820%)	521 (0.002180%)	810 (–)
4.	To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix its remuneration for the year ending December 31, 2023.			23,898,194 (99.997284%)	649 (0.002716%)	600 (–)

 

1

According to the Companies Act (As Revised) of the Cayman Islands, the Shares in abstention do not need to be calculated as votes cast at the AGM.

 

 

Ordinary Resolutions			Number of Votes (%)
			For	Against	Abstain1
5.	(A)	To grant a repurchase mandate (the “Repurchase Mandate”) to the Board to repurchase Shares and/or ADSs not exceeding 10% of the total number of issued Shares of the Company as of the date of passing of this ordinary resolution.	23,898,341 (99.998778%)	292 (0.001222%)	810 (–)
	(B)	To grant of an issuance mandate (the “Issuance Mandate”) to the Board to issue, allot or deal with unissued Shares and/or ADSs not exceeding 20% of the total number of issued Shares of the Company as of the date of passing of this ordinary resolution.	14,479,683 (70.500118%)	6,058,840 (29.499882%)	3,360,920 (–)
	(C)	Conditional upon passing of resolution numbered 5(A) and 5(B) above, to extend the Issuance Mandate by adding the number of repurchased Shares and/ or Shares underlying the ADSs under the Repurchase Mandate to the total number of Shares and/or Shares underlying the ADSs which may be allotted and issued by the Directors pursuant to the Issuance Mandate, provided that such amount shall not exceed 10% of the number of the issued Shares as of the date of passing of this resolution.	14,479,102 (70.500482%)	6,058,491 (29.499518%)	3,361,850 (–)

 

As more than 50% of the votes were cast in favor of each of the above resolutions, all the resolutions were passed as ordinary resolutions at the Annual General Meeting.

 

Please refer to the Notice for the full text of the resolutions proposed at the Annual General Meeting.

 

The total number of issued Shares as of the date of the Annual General Meeting was 31,945,575 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against all resolutions. There were no Shares entitling the holders to attend and abstain from voting in favor of any of the proposed resolutions at the Annual General Meeting as set out in rule 13.40 of the Hong Kong Listing Rules. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the Annual General Meeting. No person was required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed at the Annual General Meeting and no party has stated his/her/ its intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the Annual General Meeting.

 

The directors of the Company, Ms. Jingbo Wang, Mr. Zhe Yin and Ms. Chia-Yue Chang, the non-executive directors of the Company, Mr. Neil Nanpeng Shen and Mr. Boquan He and the independent directors of the Company, Dr. Zhiwu Chen, Ms. May Yihong Wu, Mr. Tze- Kaing Yang and Mr. Jinbo Yao attended the Annual General Meeting, either in person or by means of telecommunication.

 

Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, acted as the scrutineer for counting of votes at the Annual General Meeting.

 

 

(II)	PAYMENT OF FINAL DIVIDEND

 

The Board is pleased to announce that the Company will distribute the Final Dividend of RMB5.5 (equivalent to US$0.8, or HK$6.2, based on the effective noon buying rate for December 30, 2022 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board) per share (tax inclusive) (with an aggregate amount of approximately RMB176.5 million (equivalent to US$25.6 million, or HK$199.9 million) (tax inclusive), subject to adjustment to the number of shares of the Company entitled to dividend distribution as of the record date for dividend distribution, and the equivalent U.S. dollars amount and Hong Kong dollars amount are also subject to exchange rate adjustment) in respect of the year ended December 31, 2022 to Shareholder whose names appear on the register of members of the Company as of the close of business on June 27, 2023 (the “Dividend Record Date”).

 

The Final Dividend payable shall be converted to and paid in U.S. dollars (for ADS holders) and in Hong Kong dollars (for registered holders of the ordinary shares). The equivalent U.S. dollars amount of the Final Dividend and the equivalent Hong Kong dollars amount of the Final Dividend will be ultimately calculated based on (i) the relevant exchange rate based on the most readily available effective buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of the Dividend Record Date; and (ii) the number of shares of the Company entitled to dividend distribution as of the Dividend Record Date. The Company will make further announcement in respect of the final rate of Final Payment in U.S. dollars (for ADS holders) and in Hong Kong dollars (for registered holders of the ordinary shares) on or immediately after the Dividend Record Date and in accordance with the Articles of Association, the Hong Kong Listing Rules, and applicable laws and regulations.

 

In order to qualify for the Final Dividend, for registered holders of the ordinary shares, all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on June 27, 2023, Hong Kong time. The Final Dividend will be payable to the holders of record of ADSs as of the close of business (5:00 p.m. New York time) on June 27, 2023.

 

The Final Dividend is expected to be distributed on or around July 14, 2023 to Shareholders whose names appear on the register of members of the Company as of the close of business on June 27, 2023. The Final Dividend is expected to be distributed on or around July 21, 2023 to ADS holders who hold ADSs as of the close of business (5:00 p.m. New York time) on June 27, 2023. Shareholders and ADS holders should seek professional advice from their own tax advisors regarding the possible tax implications of the payment of the Final Dividend.

 

	By order of the Board
	Noah Holdings Private Wealth and Asset Management Limited
	Jingbo Wang
	Chairwoman of the Board

 

Hong Kong, June 12, 2023

 

As of the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman of the Board, Mr. Zhe Yin and Ms. Chia-Yue Chang as directors; Mr. Neil Nanpeng Shen and Mr. Boquan He as non-executive directors; and Dr. Zhiwu Chen, Ms. May Yihong Wu, Mr. Tze-Kaing Yang and Mr. Jinbo Yao as independent directors.