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 2026
Commission File
Number: 001-34936
Noah Holdings Limited
(Registrant’s name)
333 North Bridge Road, #05-11
Odeon 333
Singapore 188721
+65
6911-8211
(Address of principal executive office)
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 3.1 |
Seventh Amended and Restated Memorandum and Articles of Association |
| Exhibit 99.1 |
Press Release |
| Exhibit 99.2 |
Announcement—Poll Results of the Annual General Meeting Held on June 11, 2026 and Payment of Final Dividend and Special 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.
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Noah Holdings Limited |
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By: |
/s/ Qing Pan |
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Name: |
Qing Pan |
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Title: |
Chief Financial Officer |
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| Date: June 12, 2026 |
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Exhibit 99.1
Noah Holdings Limited
Announces Results of Annual General Meeting and Payment of
Final Dividend and Special Dividend
SINGAPORE, June 11, 2026 /PRNewswire/ --
Noah Holdings Limited (“Noah” or the “Company”) (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management
service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for global Chinese
high-net-worth investors, today announced that its annual general meeting (the “AGM”) was held in Hong Kong on June 11,
2026 and that all the proposed resolutions submitted for shareholders’ approval as set forth in the notice of the AGM dated April 30,
2026 were duly passed at the AGM.
The Company also announced that it will distribute
(i) a final dividend of RMB306.0 million (approximately US$45.2 million based on the latest exchange rates available as of the date
of this announcement) in aggregate (with a distribution ratio of RMB0.933 (equivalent to approximately US$0.138, or approximately HK$1.073)
per share (tax inclusive)) in respect of the year ended December 31, 2025; and (ii) a special dividend of RMB306.0 million (approximately
US$45.2 million) in aggregate (with a distribution ratio of RMB0.933 (equivalent to approximately US$0.138, or approximately HK$1.073)
per share (tax inclusive)), to shareholders whose names appear on the register of members of the Company as of the close of business on
July 9, 2026 (the “Dividend Record Date”). The distribution ratio per share is subject to adjustment to the number of
shares of the Company entitled to dividend distribution as of the Dividend Record Date and the equivalent U.S. dollars amount and Hong
Kong dollars amount are also subject to exchange rate adjustment. The Company will make further announcement in respect of the final rate
of final payment in U.S. dollars (for ADS holders and for holders of ordinary shares whose shares registered on the Company’s principal
share register in the Cayman Islands) and in Hong Kong dollars (for registered holders of the ordinary shares whose shares registered
on the Company’s Hong Kong share register in Hong Kong) on or immediately after the Dividend Record Date and in accordance with
the Company’s memorandum and articles of association, the Hong Kong Listing Rules, and applicable laws and regulations.
ABOUT NOAH HOLDINGS LIMITED
Noah Holdings Limited (NYSE: NOAH and HKEX: 6686)
is a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and
asset allocation primarily for global Chinese high-net-worth investors. Noah’s American depositary shares, or ADSs, are listed on
the New York Stock Exchange under the symbol “NOAH,” and its shares are listed on the main board of the Hong Kong Stock Exchange
under the stock code “6686.” One ADS represents five ordinary shares, par value $0.00005 per share.
In the first quarter of 2026, Noah distributed
RMB23.3 billion (US$3.4 billion) of investment products. Through Gopher Asset Management and Olive Asset Management, Noah had assets under
management of RMB140.2 billion (US$20.3 billion) as of March 31, 2026.
Founded in 2005, the firm pioneered a business
model combining wealth management and asset management and has continued to build its international platform over the years. As of March 31,
2026, Noah had 468,983 registered clients. The Group reports its operations under six business segments — Domestic public securities
(Noah Upright), Domestic asset management (Gopher Asset Management), Domestic insurance (Glory), Overseas wealth management (ARK Wealth
Management), Overseas asset management (Olive Asset Management), and Overseas insurance and comprehensive services (Glory Family Heritage)
— plus headquarters. As of March 31, 2026, Noah had established branches and service capabilities across mainland China, Hong
Kong, Singapore, Japan, and key U.S. markets, including New York, Los Angeles, and Silicon Valley, reflecting its international operating
footprint.
For more information, please visit Noah’s
investor relations website 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 reports 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.
These statements include, but are not limited to, estimates regarding the sufficiency of Noah’s cash and cash equivalents and liquidity
risk. 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 globally and 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.
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 11, 2026
AND
PAYMENT
OF FINAL DIVIDEND AND SPECIAL DIVIDEND
POLL
RESULTS OF THE AGM
The
Board announces that all the resolutions as set out in the Notice were duly passed by the Shareholders as ordinary resolutions or special
resolutions by way of poll at the AGM.
PAYMENT
OF FINAL DIVIDEND AND SPECIAL DIVIDEND
The
Board is pleased to announce that the Company will distribute (i) Final Dividend of RMB306.0 million (approximately US$45.2 million
based on the latest exchange rates available as of the date of this announcement) in aggregate (with a distribution ratio of RMB0.933
(equivalent to approximately US$0.138, or approximately HK$1.073 based on the latest exchange rates available as of the date of this
announcement) per share (tax inclusive)) in respect of the year ended December 31, 2025; and (ii) Special Dividend of RMB306.0
million (approximately US$45.2 million based on the latest exchange rates available as of the date of this announcement) in aggregate
(with a distribution ratio of RMB0.933 (equivalent to approximately US$0.138, or approximately HK$1.073 based on the latest exchange
rates available as of the date of this announcement) per share (tax inclusive)), to Shareholders whose names appear on the register of
members of the Company as of the close of business on July 9, 2026 (the “Dividend Record Date”). The distribution
ratio per share is subject to adjustment to the number of shares of the Company entitled to dividend distribution as of the Dividend
Record Date and the equivalent U.S. dollars amount and Hong Kong dollars amount are also subject to exchange rate adjustment.
Reference
is made to the Company’s circular (the “Circular”) in connection with the AGM and notice of the AGM (the “Notice”)
dated April 30, 2026. 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 11, 2026 |
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 “AGM”) held at 34/F, Tower
Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Thursday, June 11, 2026 at 9:00 a.m. Hong Kong time (or 9:00
p.m. on Wednesday, June 10, 2026, New York time).
The
voting results in respect of the resolutions proposed at the AGM 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, 2025. |
253,303,695
(99.996998%) |
7,605
(0.003002%) |
216,750
– |
| 2. |
(A) |
To
re-elect the following directors of the Company (the “Directors”): |
|
|
|
| (i) |
Ms. Chia-Yue
Chang, to serve as a non-executive Director, subject to her earlier resignation or removal; |
251,373,800
(99.176231%) |
2,087,940
(0.823769%) |
66,310
– |
| (ii) |
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; |
194,062,255
(76.564973%) |
59,398,625
(23.435027%) |
67,170
– |
| (B) |
To
authorize the Board to fix the remuneration of the Directors. |
249,868,280
(99.476708%) |
1,314,420
(0.523292%) |
2,345,350
– |
| 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 |
| 3. |
(A) |
To
consider, approve and declare Final Dividend of RMB306.0 million (approximately US$44.9 million) in aggregate in respect of the year
ended December 31, 2025, which will be paid out of the corporate actions budget equivalent to 50% of the non-GAAP net income
attributable to Shareholders during the year ended December 31, 2025 to Shareholders whose names appear on the register of members
of the Company as of the Dividend Record Date; if declared and paid, a Final Dividend of RMB0.933 (equivalent to approximately US$0.137,
or approximately HK$1.072) per share (tax inclusive) in respect of the year ended December 31, 2025 will be paid out to Shareholders
who are entitled to dividends, 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; and |
253,419,340
(99.982938%) |
43,245
(0.017062%) |
65,465
– |
| (B) |
To
consider, approve and declare Special Dividend of RMB306.0 million (approximately US$44.9 million) in aggregate, which will be paid
out of the accumulated return surplus cash from the years prior to 2025, to Shareholders whose names appear on the register of members
of the Company as of the Dividend Record Date; if declared and paid, a non-recurring Special Dividend of RMB0.933 (equivalent to
approximately US$0.137, or approximately HK$1.072) per share (tax inclusive) will be paid out to Shareholders who are entitled to
dividends, 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. |
253,419,840
(99.983136%) |
42,745
(0.016864%) |
65,465
– |
| 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, 2026. |
234,719,615
(92.619123%) |
18,704,955
(7.380877%) |
103,480
– |
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 and outstanding shares of the Company (excluding treasury shares and shares repurchased pending
for cancellation) as of the date of passing of this ordinary resolution. |
253,356,635
(99.988752%) |
28,500
(0.011248%) |
142,915
– |
| (B) |
To
grant an issuance mandate (the “Issuance Mandate”) to the Board to issue, allot or deal with additional Shares
and/or ADSs (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of issued and outstanding shares
of the Company (excluding treasury shares and shares repurchased pending for cancellation) as of the date of passing of this ordinary
resolution. |
223,800,525
(88.317797%) |
29,603,130
(11.682203%) |
124,395
– |
| (C) |
Conditional
upon passing of resolutions 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 and outstanding shares of the Company (excluding treasury shares and shares repurchased pending for
cancellation) as of the date of passing of this resolution. |
194,892,075
(76.908639%) |
58,515,185
(23.091361%) |
120,790
– |
| (D) |
Conditional
upon passing of resolutions numbered 5(B) above, to consider and approve the Accelerated Vesting of the RSUs granted or to be
granted under the Settlement Plans under the Issuance Mandate. |
226,897,530
(89.539205%) |
26,508,260
(10.460795%) |
122,260
– |
| 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 AGM. |
Special
Resolution |
Number
of Votes (%) |
| For |
Against |
Abstain1 |
| 6. |
To
adopt the New Articles of Association. |
252,081,590
(99.456045%) |
1,378,710
(0.543955%) |
67,750
– |
| As
more than 75% of the votes were cast in favour of the above resolution, it was passed as a special resolution at the AGM. |
Please
refer to the Notice for the full text of the resolutions proposed at the AGM.
The
total number of issued and outstanding Shares as of the date of the AGM was 328,033,332 Shares (excluding nil treasury Shares and 9,378,935
Shares representing 1,875,787 ADSs repurchased pending for cancellation). The total number of issued and outstanding Shares as of the
Shares Record Date was 327,867,117 Shares (excluding nil treasury Shares and 9,366,820 Shares representing 1,873,364 ADSs repurchased
pending for cancellation)1, which was the total number of Shares entitling the Shareholders to attend and vote for or against
all resolutions. There were no restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM. The Shareholders
who are subject to the proposed Accelerated Vesting of the RSUs granted or to be granted under the Settlement Plans was required to and
did abstain from voting on the resolutions numbered 5(B).
Save
as disclosed above, no person was required under the Hong Kong Listing Rules to abstain from voting on the resolutions proposed
at the AGM 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 AGM.
The
Directors, Ms. Jingbo Wang and Mr. Zhe Yin, the non-executive Directors, Ms. Chia-Yue Chang, Mr. Boquan He and Mr. David
Zhang and the independent Directors, Ms. Xiangrong Li, Ms. Cynthia Jinhong Meng and Ms. May Yihong Wu attended the
AGM, 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 AGM.
| (II) | PAYMENT
OF FINAL DIVIDEND AND SPECIAL DIVIDEND |
The
Board is pleased to announce that the Company will distribute (i) Final Dividend of RMB306.0 million (approximately US$45.2 million
based on the latest exchange rates available as of the date of this announcement) in aggregate in respect of the year ended December 31,
2025, which will be paid out of the corporate actions budget equivalent to 50% of the non-GAAP net income attributable to Shareholders
during the year ended December 31, 2025 in accordance with the capital management and shareholder return policy of the Company adopted
on November 29, 2023; and (ii) Special Dividend of RMB306.0 million (approximately US$45.2 million based on the latest exchange
rates available as of the date of this announcement) in aggregate, which will be paid out of the accumulated return surplus cash from
the years prior to 2025, to Shareholders whose names appear on the register of members of the Company as of the Dividend Record Date
for dividend distribution.
Based
on the number of issued and outstanding Shares (excluding treasury Shares and Shares repurchased pending for cancellation) as of the
date of the AGM, (i) a Final Dividend of RMB0.933 (equivalent to approximately US$0.138, or approximately HK$1.073 based on the
latest exchange rates available as of the date of this announcement) per share (tax inclusive2) in respect of the year ended
December 31, 2025, and (ii) a non-recurring Special Dividend of RMB0.933 (equivalent to approximately US$0.138, or approximately
HK$1.073 based on the latest exchange rates available as of the date of this announcement) per share (tax inclusive2), will be paid out
to Shareholders who are entitled to dividends, both subject to adjustment to the number of Shares of the Company entitled to dividend
distribution as of Dividend Record Date for dividend distribution, and the equivalent U.S. dollars amount and Hong Kong dollars amount
are also subject to exchange rate adjustment. As of the date of the AGM, 9,378,935 Shares representing 1,875,787 ADSs repurchased by
the Company pending for cancellation shall not be entitled to receive any dividends or distributions.
| 1 | The
total number of issued Shares as of the ADS Record Date was 327,867,117 Shares (excluding
nil treasury Shares and 9,366,820 Shares representing 1,873,364 ADSs repurchased pending
for cancellation). |
| 2 | Tax
referred to in this announcement in relation to the final dividend and special dividend means
any tax that may be applicable to the Shareholder and ADS holders, whereas there is no applicable
withholding tax applied to the final dividend and special dividend. |
The
Final Dividend and Special Dividend payable shall be converted to and paid in U.S. dollars (for ADS holders and for holders of ordinary
shares whose shares registered on the Company’s principal share register in the Cayman Islands) and in Hong Kong dollars (for registered
holders of the ordinary shares whose shares registered on the Company’s Hong Kong share register in Hong Kong). The equivalent
U.S. dollars amount of the Final Dividend and Special Dividend and the equivalent Hong Kong dollars amount of the Final Dividend and
Special 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 for holders of ordinary shares whose shares registered
on the Company’s principal share register in the Cayman Islands) and in Hong Kong dollars (for registered holders of the ordinary
shares whose shares registered on the Company’s Hong Kong share register in Hong Kong) 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 and Special 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 July 9, 2026, Hong Kong time. The Final Dividend and Special 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 July 9, 2026.
The
Final Dividend and Special Dividend are expected to be distributed on or around July 30, 2026 respectively to Shareholders whose
names appear on the register of members of the Company as of the close of business on July 9, 2026. The Final Dividend and Special
Dividend are expected to be distributed on or around August 6, 2026 respectively to ADS holders who hold ADSs as of the close of
business (5:00 p.m. New York time) on July 9, 2026. Shareholders and ADS holders should seek professional advice from their
own tax advisors regarding the possible tax implications of the respective payment of the Final Dividend and Special Dividend.
By
order of the Board
Noah
Holdings Private Wealth and Asset Management Limited
Jingbo Wang
Chairwoman
of the Board
Hong
Kong, June 11, 2026
As
of the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman of the Board and Mr. Zhe Yin as directors;
Ms. Chia-Yue Chang, 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.
