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 July 2024
Commission file number: 001-34936
Noah Holdings Limited
No.1226, South Shenbin Road, Minhang District,
Shanghai, 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
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: July 5, 2024
Exhibit 99.1
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)
PAYMENT OF FINAL DIVIDEND AND SPECIAL DIVIDEND
Reference is made to the announcement (“Announcement”) of Noah Holdings Private Wealth and Asset Management Limited (the “Company”) dated June 12, 2024 in relation to the payment of final dividend and special dividend, respectively. Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.
The Board is pleased to announce that the Company will distribute (i) the Final Dividend of HK$1.65 per Share (for registered holders of the ordinary shares in Hong Kong) (tax inclusive) in Hong Kong dollars or US$0.21 per Share (for ADS holders and for holders of ordinary shares whose shares are registered on the Company’s principal share register in the Cayman Islands) (tax inclusive) in U.S. dollars in respect of the year ended December 31, 2023, calculated based on the Final Dividend of RMB1.54 per Share (tax inclusive); and (ii) the Special Dividend of HK$1.65 per Share (for registered holders of the ordinary shares in Hong Kong) (tax inclusive) in Hong Kong dollars or US$0.21 per Share (for ADS holders and for holders of ordinary shares whose shares are registered on the Company’s principal share register in the Cayman Islands) (tax inclusive) in U.S. dollars, calculated based on the Special Dividend of RMB1.54 per Share (tax inclusive), both with reference to the effective noon buying rate for June 28, 2024 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board and the number of issued Shares (excluding treasury Shares) of 330,686,753 entitled to dividend distribution as of the Dividend Record Date (i.e., July 3, 2024).
For the distribution of the Final Dividend and Special Dividend to ADS holders, the final amounts of approximately US$1.06 and US$1.06 per ADS (subject to applicable tax and depositary fees) are payable in U.S. dollars to the Company’s ADS holders through the depositary bank subject to the foreign exchange rate adjustment on the date of settlement in accordance with the terms of the deposit agreement.
1
The Final Dividend and Special Dividend are expected to be distributed on or around July 25, 2024 to eligible Shareholders, and on or around August 1, 2024 to eligible ADS holders. 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 and the Special Dividend.
| By order of the Board | |
| Noah Holdings Private Wealth and Asset Management Limited | |
| Jingbo Wang | |
| Chairwoman of the Board |
Hong Kong, July 4, 2024
As of the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman and Mr. Zhe Yin as Directors; Ms. Chia-Yue Chang, Mr. Kai Wang, Mr. Boquan He and Mr. David Zhang as non-executive Directors; and Ms. Xiangrong Li, Ms. Cynthia Jinhong Meng and Ms. May Yihong Wu as independent Directors.
2
| EF001 Page 1 of 2 v 1.1.1 Disclaimer 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 arisen from or in reliance upon the whole or any part of the contents of this announcement. Cash Dividend Announcement for Equity Issuer Issuer name Noah Holdings Private Wealth and Asset Management Limited Stock code 06686 Multi-counter stock code and currency Not applicable Other related stock code(s) and name(s) Not applicable Title of announcement FINAL DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2023 (UPDATED) Announcement date 04 July 2024 Status Update to previous announcement Reason for the update / change Update on the (1) default currency and amount in which the dividend will be paid; and (2) exchange rate Information relating to the dividend Dividend type Final Dividend nature Ordinary For the financial year end 31 December 2023 Reporting period end for the dividend declared 31 December 2023 Dividend declared RMB 1.54 per share Date of shareholders' approval 12 June 2024 Information relating to Hong Kong share register Default currency and amount in which the dividend will be paid HKD 1.65 per share Exchange rate RMB 1 : HKD 1.074 Ex-dividend date 02 July 2024 Latest time to lodge transfer documents for registration with share registrar for determining entitlement to the dividend 03 July 2024 16:30 Book close period Not applicable Record date 03 July 2024 Payment date 25 July 2024 Share registrar and its address Computershare Hong Kong Investor Services Limited Shops 1712-1716 17/F, Hopewell Center 183 Queen’s Road East Wan Chai Hong Kong |
| EF001 Page 2 of 2 v 1.1.1 Information relating to withholding tax Details of withholding tax applied to the dividend declared Not applicable Information relating to listed warrants / convertible securities issued by the issuer Details of listed warrants / convertible securities issued by the issuer Not applicable Other information The ex-dividend date set out above in this Form EF001 shall only applicable for the dividend to be distributed to the holders of ordinary shares of the Company traded on the Hong Kong Stock Exchange; whereas for the dividend to be distributed to the holders of ADSs of the Company traded on the NYSE, the ex-dividend date shall be the same date as the record date (i.e., 3 July 2024) due to a different settlement cycle for ADSs traded on the NYSE in accordance with the rules adopted by the U.S. Securities and Exchange Commission. ADS holders are encouraged to refer to relevant information in relation to the dividend distribution of the Company that may be published on the website of NYSE from time to time. Directors of the issuer As of the date of this announcement, the board of directors comprises Ms. Jingbo Wang, the chairwoman of the board of directors and Mr. Zhe Yin as directors; Ms. Chia-Yue Chang, Mr. Kai Wang, Mr. Boquan He and Mr. David Zhang as non-executive directors; and Ms. Xiangrong Li, Ms. Cynthia Jinhong Meng and Ms. May Yihong Wu as independent directors. |
| EF001 Page 1 of 2 v 1.1.1 Disclaimer 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 arisen from or in reliance upon the whole or any part of the contents of this announcement. Cash Dividend Announcement for Equity Issuer Issuer name Noah Holdings Private Wealth and Asset Management Limited Stock code 06686 Multi-counter stock code and currency Not applicable Other related stock code(s) and name(s) Not applicable Title of announcement SPECIAL DIVIDEND (UPDATED) Announcement date 04 July 2024 Status Update to previous announcement Reason for the update / change Update on the (1) default currency and amount in which the dividend will be paid; and (2) exchange rate Information relating to the dividend Dividend type Other SPECIAL DIVIDEND Dividend nature Special For the financial year end Not applicable Reporting period end for the dividend declared Not applicable Dividend declared RMB 1.54 per share Date of shareholders' approval 12 June 2024 Information relating to Hong Kong share register Default currency and amount in which the dividend will be paid HKD 1.65 per share Exchange rate RMB 1 : HKD 1.074 Ex-dividend date 02 July 2024 Latest time to lodge transfer documents for registration with share registrar for determining entitlement to the dividend 03 July 2024 16:30 Book close period Not applicable Record date 03 July 2024 Payment date 25 July 2024 Share registrar and its address Computershare Hong Kong Investor Services Limited Shops 1712-1716 17/F, Hopewell Center 183 Queen’s Road East Wan Chai |
| EF001 Page 2 of 2 v 1.1.1 Hong Kong Information relating to withholding tax Details of withholding tax applied to the dividend declared Not applicable Information relating to listed warrants / convertible securities issued by the issuer Details of listed warrants / convertible securities issued by the issuer Not applicable Other information The ex-dividend date set out above in this Form EF001 shall only applicable for the dividend to be distributed to the holders of ordinary shares of the Company traded on the Hong Kong Stock Exchange; whereas for the dividend to be distributed to the holders of ADSs of the Company traded on the NYSE, the ex-dividend date shall be the same date as the record date (i.e., 3 July 2024) due to a different settlement cycle for ADSs traded on the NYSE in accordance with the rules adopted by the U.S. Securities and Exchange Commission. ADS holders are encouraged to refer to relevant information in relation to the dividend distribution of the Company that may be published on the website of NYSE from time to time. Directors of the issuer As of the date of this announcement, the board of directors comprises Ms. Jingbo Wang, the chairwoman of the board of directors and Mr. Zhe Yin as directors; Ms. Chia-Yue Chang, Mr. Kai Wang, Mr. Boquan He and Mr. David Zhang as non-executive directors; and Ms. Xiangrong Li, Ms. Cynthia Jinhong Meng and Ms. May Yihong Wu as independent directors. |
