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 September 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
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 |
Date: September 18, 2023
Exhibit 99.1
Noah Holdings
Limited to Hold Extraordinary General Meeting on October 26, 2023
SHANGHAI,
September 18, 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 published a circular (the “EGM
Circular”) to provide shareholders with information on the proposal that will be put forward at the Company’s extraordinary
general meeting of the shareholders (the “EGM”) for shareholders’ approval and a notice of the EGM (the “EGM
Notice”). The EGM will be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday,
October 26, 2023 at 9:00 a.m., Hong Kong time, for the purpose to consider and vote on the resolution set forth in the EGM Notice.
The EGM Circular, EGM Notice and form of proxy for the EGM are available on the Company’s investor relations website at ir.noahgroup.com.
The Company’s board of directors fully supports the proposed resolution and recommends that shareholders and holders of ADSs vote
in favor of the resolution set out in the EGM Notice.
Holders
of record of ordinary shares of the Company as of the close of business on Tuesday, September 12, 2023, Hong Kong time, are entitled to
attend and vote at the EGM and any adjourned and postponed meeting thereof. Holders of the Company’s American depositary shares
(the “ADSs”) as of the close of business on Tuesday, September 12, 2023, New York time (the “ADS Record Date”)
who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions to Citibank, N.A., the depositary
of the ADSs.
Noah
has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2022,
with the U.S. Securities and Exchange Commission (the “SEC”). Noah’s annual report on Form 20-F can
be accessed on the SEC’s website at http://www.sec.gov.
The Company has also published its annual report (the “2022 Annual Report”) for Hong Kong purposes pursuant to the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), which
can be accessed on the Hong Kong Stock Exchange’s website at http://www.hkexnews.hk. Both Noah’s Form 20-F
and 2022 Annual Report can be accessed on the Company’s investor relations website at ir.noahgroup.com
as well.
ABOUT NOAH HOLDINGS LIMITED
Noah Holdings Limited (NYSE: NOAH and HKEX:6686)
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. Noah is a Cayman Islands holding company and carries on business in Hong
Kong as Noah Holdings Private Wealth and Asset Management Limited. In the first half of 2023, Noah distributed RMB35.2 billion (US$4.9
billion) of investment products. Through Gopher Asset Management, Noah had assets under management of RMB156.9 billion (US$21.6 billion)
as of June 30, 2023.
Noah’s wealth management business primarily
distributes private equity, private secondary, mutual fund and other products denominated in RMB and other currencies. Noah delivers customized
financial solutions to clients through a network of 1,375 relationship managers across 63 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 446,557 registered clients as of June 30, 2023. Through Gopher Asset Management, Noah manages private equity,
public securities, real estate, multi-strategy and other investments denominated in RMB and other currencies. Noah also provides other
businesses.
For
more information, please visit Noah at ir.noahgroup.com.
Contacts:
Noah Holdings Limited
Melo Xi
Tel: +86-21-8035-8292
ir@noahgroup.com
Exhibit 99.2
| THIS
CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
If
you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered
dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If
you have sold or transferred all your shares in Noah Holdings Private Wealth and Asset Management Limited, you should
at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer
or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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)
(1) PROPOSED SHARE SUBDIVISION; AND
(2)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalized terms used in this
cover page shall have the same meanings as those defined in this circular.
A letter from the board is set
out on pages 4 to 11 of this circular.
A notice convening the EGM to
be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday, October 26, 2023 at 9:00 a.m.,
Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time), and at any adjourned meeting thereof, is set out
on pages 16 to 18 of this circular. The form of proxy for use at the EGM is enclosed with this circular. The form of proxy is also
published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk), the Company (ir.noahgroup.com) and the SEC
(www.sec.gov).
The Board has fixed the close
of business on Tuesday, September 12, 2023, Hong Kong time, as the record date (the “Shares Record Date”) of
the ordinary shares. Holders of the ordinary shares as of the Shares Record Date are entitled to attend and vote at the EGM or any adjourned
meeting thereof. Holders of the ADSs as of the close of business on Tuesday, September 12, 2023, New York time (the “ADS
Record Date”) who wish to exercise their voting rights in respect of the underlying ordinary shares must give voting instructions
to Citibank, N.A., the depositary of the ADSs.
The Company’s Hong Kong
branch share registrar, Computershare Hong Kong Investor Services Limited, must receive the proxy form by no later than 9:00 a.m. on
Tuesday, October 24, 2023, Hong Kong time, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong to ensure
your representation at the EGM, and Citibank, N.A. must receive your voting instructions in your ADS voting instruction card by no later
than 10:00 a.m. on Tuesday, October 17, 2023, New York time, to enable the votes attaching to the ordinary shares represented
by your ADSs to be cast at the EGM.
September 19, 2023
Pages
| 2. | Proposed Share Subdivision |
5 |
| 3. | Change in Board Lot Size |
7 |
| 4. | Reason for the Share Subdivision and Change in Board Lot
Size |
8 |
| 6. | Responsibility Statement |
11 |
| 8. | Additional Information |
11 |
| APPENDIX I |
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EXPECTED TIMETABLE FOR THE SHARE SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE |
12 |
| NOTICE OF EXTRAORDINARY GENERAL
MEETING |
16 |
DEFINITIONS
In this circular, unless the
context otherwise requires, the following expressions shall have the following meanings:
| “ADS(s)” |
American
Depositary Share(s), being two ADSs representing one Share prior to the ADS Ratio Change, and one ADS representing five Subdivided
Shares after the ADS Ratio Change |
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| “ADS
Ratio Change” |
a change in
the Company’s ratio of ADSs from two ADSs representing one Share to a new ratio of one ADS representing five Subdivided Shares,
subject to and conditional upon the Share Subdivision becoming effective |
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| “Affected
Clients” |
the 818 affected
clients of the Camsing Incident, all of whom were independent third parties of the Company |
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| “Board” |
the board of
Directors |
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| “CCASS” |
the Central
Clearing and Settlement System established and operated by HKSCC |
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| “Change
in Board Lot Size” |
the change in
the board lot size of the Company’s ordinary shares for trading on the Hong Kong Stock Exchange from 20 Shares to 2,000 Subdivided
Shares, subject to the Share Subdivision becoming effective |
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| “Company”,
“we”, “us”, or “our” |
Noah Holdings
Limited, an exempted company with limited liability incorporated in the Cayman Islands on June 29, 2007, carrying on business
in Hong Kong as “Noah Holdings Private Wealth and Asset Management Limited (諾亞控股私人財富資產管理有限公司)” |
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| “Camsing
Incidents” |
details of the
Camsing Incident are set out in the section headed “Business – Legal and Administrative Proceedings – The Camsing
Incident” from pages 224 to 232 of the Prospectus |
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| “Director(s)” |
the director(s) of
the Company |
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| “Deposit
Agreement” |
the deposit
agreement by and among the Company and Citibank, N.A., among others, dated as of November 9, 2010, and its amendments dated
as of March 28, 2016 and as of December 22, 2022 |
DEFINITIONS
| “EGM” |
the
extraordinary general meeting of the Company to be held on or around October 26, 2023 |
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| “Existing
Share Certificate(s)” |
share certificate(s) for
the Share(s) |
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| “Group” |
the Company,
its subsidiaries and its consolidated affiliated entities from time to time |
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| “HK$” |
Hong Kong dollars,
the lawful currency of Hong Kong |
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| “HKSCC” |
Hong Kong Securities
Clearing Company Limited |
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| “Hong
Kong” |
the Hong Kong
Special Administrative Region of the PRC |
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| “Hong
Kong Listing Rules” |
the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to
time |
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| “Hong
Kong Stock Exchange” |
The Stock Exchange
of Hong Kong Limited |
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| “Latest
Practicable Date” |
September 12,
2023, being the latest practicable date for ascertaining certain information for inclusion in this circular before the publication
of this circular |
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| “Memorandum
and Articles of Association” |
the sixth amended
and restated memorandum of association and articles of association of the Company adopted on December 16, 2022 and effective
on December 23, 2022, as amended from time to time |
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| “NYSE” |
New York Stock
Exchange |
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| “PRC” |
the People’s
Republic of China, excluding, for the purposes of this circular only, excluding Hong Kong, the Macau Special Administrative Region
of the PRC and Taiwan, except where the context requires otherwise |
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| “RSU(s)” |
restricted share units |
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| “RSU
Plan” |
the
ex gratia settlement offer to the Affected Clients, pursuant to which any Affected Clients who agreed to settle with the Company
on the Camsing Incident shall receive RSUs, the vesting of which shall be subject to the vesting schedule pursuant to the terms of
the RSU Plan |
DEFINITIONS
| “SEC” |
U.S.
Securities and Exchange Commission |
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| “Share(s)” |
existing ordinary
share(s) of par value of US$0.0005 each in the share capital of the Company prior to the Share Subdivision becoming effective |
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| “Share
Incentive Plans” |
refer to (i) the
2010 share incentive plan as amended and initially filed with the SEC on October 27, 2010, (ii) the 2017 share incentive
plan adopted on December 29, 2017 and filed with the SEC on December 29, 2017, and (iii) the 2022 share incentive
plan adopted on the annual general meeting held on December 16, 2022 with effect from December 23, 2022 and filed with
the SEC on December 23, 2022 |
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| “Share
Subdivision” |
the proposed
subdivision of each issued and unissued Share into ten (10) Subdivided Shares |
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| “Shareholder(s)” |
the holder(s) of
the Share(s), and where the context requires, ADSs |
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| “Subdivided
Share(s)” |
ordinary share(s) of
par value of US$0.00005 each in the share capital of the Company upon the Share Subdivision becoming effective |
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| “Subdivided Share Certificate(s)” |
share certificate(s) for
the Subdivided Share(s) |
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| “subsidiary”
or “subsidiaries” |
has the meaning ascribed to it under the Hong
Kong Listing Rules |
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| “U.S.”
or “United States” |
the United States of America, its territories,
its possessions and all areas subject to its jurisdiction |
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| “US$” |
U.S. dollars, the lawful currency of the U.S. |
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| “%” |
per cent |
LETTER FROM THE BOARD
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)
Directors
Ms. Jingbo Wang (汪靜波) (Chairwoman of
the Board and chief executive officer)
Mr. Zhe Yin (殷哲)
Non-executive Directors
Ms. Chia-Yue Chang (章嘉玉)
Mr. Kai Wang (王愷)
Mr. Boquan He (何伯權)
Independent Directors
Dr. Zhiwu Chen (陳志武)
Ms. Cynthia Jinhong Meng (孟晉紅)
Ms. May Yihong Wu (吳亦泓)
Mr. Jinbo Yao (姚勁波) |
Registered office
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Principal Executive Officers of Main Operations
1226 South Shenbin Road
Minhang District
Shanghai, PRC
Address in Hong Kong
34 Floor, Tower Two
Times Square, 1 Matheson Street
Causeway Bay, Hong Kong |
September 19, 2023
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED
SHARE SUBDIVISION; AND
(2)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Reference
is made to the announcement of the Company dated August 29, 2023 in relation to the proposed Share Subdivision, the Change in Board
Lot Size and the record date for the EGM.
The Board
wishes to seek the approval of the Shareholders at the EGM for the proposed Share Subdivision. The purpose of this circular is to provide
Shareholders with further information on the proposal that will be put forward at the EGM for Shareholders’ approval and the notice
of EGM.
LETTER FROM THE BOARD
| 2. | PROPOSED SHARE SUBDIVISION |
The Board
proposes that each issued and unissued Shares with a par value of US$0.0005 each be subdivided into ten (10) Subdivided Shares with
a par value of US$0.00005 each.
Effect of the Share Subdivision
As of the
Latest Practicable Date, the authorized share capital of the Company is US$50,000 divided into 100,000,000 Shares of par value of US$0.0005
each, of which 31,945,575 Shares of par value of US$0.0005 each have been issued and are fully paid or credited as fully paid. Immediately
following the Share Subdivision being effective, the authorized share capital of the Company will be US$50,000 divided into 1,000,000,000
Subdivided Shares, of which 319,455,750 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no
further Shares will be issued or repurchased and prior to the Share Subdivision becoming effective.
Upon the
Share Subdivision becoming effective, the Subdivided Shares shall rank pari passu in all respects with each other in accordance
with the Memorandum and Articles of Association and shall have the same rights and privileges and be subject to the same restriction
as the Shares in issue prior to the Share Subdivision, and the Share Subdivision will not result in any change in the relevant rights
of the Shareholders.
Simultaneous ADS Ratio Change
In connection
with the Share Subdivision, the Board has approved the ADS Ratio Change from two ADSs representing one Share to a new ratio of one ADS
representing five Subdivided Shares. The ADS Ratio Change is subject to and conditional upon the Share Subdivision becoming effective.
The ADS Ratio Change and the Share Subdivision, if approved, will take effect on the same date. No action is required by the Company’s
ADS holders to effect the ADS Ratio Change (other than to vote to approve the Share Subdivision proposal at the EGM).
Because
the ADS Ratio Change is proportionate to the Share Subdivision, no issuance, cancellation or exchange of ADSs will be necessary or carried
out in connection with the ADS Ratio Change and Share Subdivision. In addition, because the Share Subdivision and ADS Ratio Change are
exactly proportionate, the ADS Ratio Change, in and of itself, is neutral in its impact on the per-ADS trading price of the ADSs on the
NYSE, as the percentage interest in the Company represented by each ADS will not be altered. The Share Subdivision and ADS Ratio Change
will not result in the issuance of any ADSs or any change in the number of ADSs held by any ADS holder.
LETTER
FROM THE BOARD
Conditions of the Share Subdivision
The Share Subdivision is conditional upon:
| (a) | the
passing by the Shareholders at the EGM of an ordinary resolution approving the Share Subdivision; |
| (b) | the
Hong Kong Stock Exchange granting the listing of, and permission to deal in (i) the
Subdivided Shares; and (ii) any Subdivided Shares which may be issued upon (A) exercise
of the share options and share awards granted and to be granted under the Share Incentive Plans and (B) vesting of the RSUs granted
and to be granted under the RSU Plan; and |
| (c) | the
compliance with all relevant procedures and requirements under the laws of the Cayman Islands
(where applicable), the requirements from NYSE and the Hong Kong Stock Exchange to effect
the Share Subdivision. |
The Share
Subdivision will become effective after all of the conditions of the Share Subdivision above are fulfilled.
Listing Application
An application
will be made by the Company to the Hong Kong Stock Exchange for the listing of, and the permission to deal in (i) the Subdivided
Shares; and (ii) any Subdivided Shares which may be issued upon (A) exercise of the share options and share awards granted
and to be granted under the Share Incentive Plans and (B) the vesting of the RSUs granted and to be granted under the RSU Plan.
All necessary arrangements will be made for the Subdivided Shares to be admitted into CCASS established and operated by HKSCC.
Subject
to the granting of the listing approval for the listing of, and permission to deal in, the Subdivided Shares on the Hong Kong Stock Exchange,
the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from
the commencement date of dealings in the Subdivided Shares on the Hong Kong Stock Exchange or such other date as determined by HKSCC.
Settlement of transactions between participants of the Hong Kong Stock Exchange on any trading day is required to take place in CCASS
on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational
Procedures in effect from time to time.
No part
of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought
on any other stock exchanges other than NYSE or the Hong Kong Stock Exchange and no such listing permission to deal in is being or currently
proposed to be sought from any other stock exchanges.
LETTER FROM THE BOARD
Exchange of Share Certificates
Holders
of Shares listed in Hong Kong may submit their Existing Share Certificates (colored blue) to the address and between the times set out
below in exchange for Subdivided Share Certificates (colored dark green). Subject to the Share Subdivision having become effective, the
Existing Share Certificates for the Shares will only be valid for delivery, trading and settlement purposes for the period up to 4:10
p.m. on Friday, December 1, 2023 and thereafter will not be accepted for delivery, trading and settlement purposes. However,
the Existing Share Certificates will continue to be good evidence of legal title and may be exchanged for Subdivided Share Certificates
for the Subdivided Shares at any time.
| Period to exchange for Subdivided Share certificates at no extra cost |
Monday, October 30, 2023 until Tuesday, |
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December 5, 2023 (Hong Kong Time) (both days inclusive) |
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|
| Exchange for Subdivided
Share certificates for HK$2.50 (or as otherwise specified by the Hong Kong Stock Exchange)(1) |
Wednesday, December 6, 2023 (Hong Kong Time) onwards |
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|
| Address |
Computershare Hong Kong Investor Services Limited |
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Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong |
Note:
| (1) | The total fee for exchange of Subdivided Share Certificates will be
the higher of HK$2.50 multiplied by the number of certificates issued or HK$2.50 multiplied
by the number of certificates cancelled. |
| 3. | CHANGE IN BOARD LOT SIZE |
The Shares
are currently traded on Hong Kong Stock Exchange in board lot size of 20 Shares each. The Board proposes that, subject to and conditional
upon the Share Subdivision becoming effective, the board lot size will be changed from 20 Shares to 100 Subdivided Shares. The Change
in Board Lot Size will not affect any of the relative rights of the Shareholders. There will be a temporary counter open for trading
in temporary board lot of 200 Subdivided Shares (in the form of Existing Share Certificates) between 9:00 a.m. on Monday, October 30,
2023 and 4:10 p.m. on Friday, December 1, 2023.
The expected
timetable for the Share Subdivision and Change in Board Lot Size is set out in Appendix I to this circular.
LETTER FROM THE BOARD
| 4. | REASON FOR THE SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE |
The Share
Subdivision will increase the number of shares issued by the Company, and reduce the nominal value and trading price of each Share. The
Board believes that this will lower the investment barrier and increase the trading liquidity of the Share. The increase in trading liquidity
would attract more investors to trade in the Shares, and give the Company more flexibility to explore future fundraising activities.
Based on
the closing price of HK$206.4 per Share as of the Latest Practicable Date, the market value per board lot of 20 Shares is approximately
HK$4,128. The expected value per new board lot of 100 Subdivided Shares would be approximately HK$2,064 immediately upon the Share Subdivision
and the Change in Board Lot Size becoming effective. Upon the Change in Board Lot Size, the Company is expected to be in compliance with
the board lot value being more than HK$2,000 as set out in the Guide on Trading Arrangements for Selected Types of Corporate Actions
issued by the Hong Kong Stock Exchange on November 28, 2008 and updated on October 1, 2020. Although the Share Subdivision
will result in downward adjustment to the trading price of the Shares, the Share Subdivision would, together with the Change in Board
Lot Size, enhance the liquidity in trading of Subdivided Shares and thereby would enable the Company to attract more investors and broaden
its Shareholder base. Both the Share Subdivision and the Change in Board Lot Size will not result in odd lots or fractional shares.
As of the
Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect
of undermining or negating the intended purpose of the Share Subdivision and the Change in Board Lot Size.
Save for
the expenses to be incurred by the Company in relation to the Share Subdivision and the Change in Board Lot Size, the implementation
of the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position
of the Company or the proportionate interest of the Shareholders.
Based on
the above, the Board considers that the proposed Share Subdivision and Change in Board Lot Size are fair and reasonable, as well as in
the best interests of the Company, its Shareholders and investors overall.
The notice
of the EGM is set out on pages 16 to 18 of this circular. The form of proxy for use at the EGM is also enclosed with this circular.
The EGM will be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday, October 26, 2023
at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time), and at any adjourned meeting thereof.
The form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk), the Company (ir.noahgroup.com)
and the SEC (www.sec.gov).
LETTER FROM THE BOARD
Record date, share ownership and quorum
The Board
has fixed the close of business on Tuesday, September 12, 2023, Hong Kong time, as the record date (the “Shares Record
Date”) of the ordinary shares. Holders of the ordinary shares as of the Shares Record Date are entitled to attend and vote
at the EGM and any adjourned and postponed meeting thereof. Holders of ADSs as of the close of business on Tuesday, September 12,
2023, New York time (the “ADS Record Date”), who wish to exercise their voting rights for the underlying ordinary
shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.
One or more
Shareholders of at least 10% of all issued voting share capital of the Company in issue present in person or by proxy and entitled to
vote shall be a quorum for all purposes.
Voting and solicitation
Each ordinary
share issued as of the close of business on the Shares Record Date is entitled to one vote at the EGM. A resolution put to the vote at
the EGM will be decided by way of poll in accordance with Rule 13.39(4) of the Hong Kong Listing Rules. A Shareholder who has
a material interest in a transaction or arrangement to be approved by a particular resolution relating to such transaction or arrangement
will be required to abstain from voting on such resolution. To the best of the Directors’ knowledge, information and belief, having
made all reasonable enquiries, none of the Shareholders has any direct or indirect material interest in the proposed Share Subdivision
and accordingly, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.
Voting by holders of Shares
When proxy
forms are properly dated, executed and returned by holders of ordinary shares to the mailing address as set out in the proxy form by
no later than 9:00 a.m. on October 24, 2023, Hong Kong time (the deadline for the return of such proxy forms), the Shares represented
by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction is given, the holder
of the proxy will vote the ordinary shares in his/her/its discretion, unless a reference to the holder of the proxy having such discretion
has been deleted and initialed on the proxy form. Where the chairman of the EGM acts as proxy and is entitled to exercise his/her discretion,
he/she is likely to vote the Shares for the resolutions. As to any other business that may properly come before the EGM, all properly
executed proxies will be voted by the persons named therein in accordance with their discretion. Where any holder of ordinary shares
abstains from voting on any particular resolution, the votes attaching to such Shares will not be included or counted in the determination
of the number of Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be
counted for the purposes of determining the quorum, as described above). The return of a form of proxy will not preclude the Shareholder
from attending and voting in person at the EGM.
LETTER FROM THE BOARD
Voting by holders of ADSs
As the holder of record for all the ordinary
shares represented by the ADSs, only Citibank, N.A. (or its custodian), in its capacity as depositary of the ADSs, may attend and vote
(or cause its custodian to attend and vote) those ordinary shares at the EGM.
The Company
has requested Citibank, N.A., as depositary of the ADSs, to distribute to ADS holders of record as of the ADS Record Date, the notice
of the EGM, the proxy statement and an ADS voting instruction card. If you are a beneficial owner of ADSs registered in the name of a
brokerage firm, bank or other financial institution, that organization will provide you with the voting instructions rather than Citibank,
N.A.
Upon
timely receiving a duly completed ADS voting instruction card from an ADS holder in the manner specified, Citibank, N.A. will
endeavor, to the extent practicable and legally permissible, to vote, or cause the custodian to vote, the amount of ordinary shares
represented by such ADSs in accordance with the instructions set forth in the ADS voting instructions as follows: given that voting
takes place at the EGM by poll, Citibank, N.A. will instruct the custodian to vote the ordinary shares in accordance with the voting
instructions received from ADS holders of record. If Citibank, N.A. does not receive the ADS voting instructions from an ADS holder
on or before the date set forth in the ADS voting instruction card, such ADS holders, under the terms of the Deposit Agreement, will
be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by the Company to vote the amount
of ordinary shares represented by such ADSs unless the Company informs Citibank, N.A. that (a) it does not wish such proxy to
be given, (b) substantial opposition exists, or (c) the rights of the holders of ordinary shares may be materially
adversely affected. Neither Citibank, N.A. nor the custodian shall, under any circumstances exercise any discretion as to voting or
vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the
ordinary shares represented by ADSs except pursuant to and in accordance with the voting instructions timely received from ADS
holders or as specifically contemplated in the deposit agreement for the ADSs. Notwithstanding, Citibank N.A. shall, if so requested
in writing by the Company, represent all ordinary shares (whether or not voting instructions have been received in respect of such
ordinary shares from ADS Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the EGM.
There is
no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return the
ADS voting instruction card to Citibank, N.A. in a timely manner, in which case the underlying ordinary shares represented by your ADSs
may not be voted in accordance with your wishes.
Citibank,
N.A. must receive your voting instructions in your ADS voting instruction card by no later than 10:00 a.m. on October 17, 2023,
New York time, to enable the votes attaching to the ordinary shares represented by your ADSs to be cast at the EGM.
LETTER FROM THE BOARD
Revocability of proxies and ADS instruction card
Any proxy
given by a holder of Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS voting instruction
card, pursuant to this solicitation may be revoked: (a) for holders of Shares or ADSs, by submitting a written notice of revocation
or a fresh ADS voting instruction card for ADSs, as the case may be, bearing a later date, which must be received by the deadlines for
returning the proxy forms or ADS voting instruction card set forth above, or (b) for holders of Shares only, by attending the EGM
and voting in person at the EGM.
In accordance
with Rule 13.39(4) of the Hong Kong Listing Rules, all votes of the Shareholders at the EGM shall be taken by poll and an announcement
on the poll results will be published by the Company after the EGM in the manner prescribed under the Hong Kong Listing Rules.
| 6. | RESPONSIBILITY STATEMENT |
This circular,
for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong
Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries,
confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material
respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this
circular misleading.
The Directors
believe that the proposed resolution set out in this circular and notice of EGM in relation to the Share Subdivision is in the best interests
of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favor of the relevant
resolution to be proposed at the EGM.
Your attention
is drawn to the additional information set out in the Appendix I to this circular and the notice of the EGM.
| | Yours faithfully,
for and on behalf of the Board
of
Noah Holdings Private
Wealth and Asset Management Limited
Jingbo Wang
Chairwoman of the Board
|
| APPENDIX I |
EXPECTED TIMETABLE FOR THE
SHARE
SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE |
The following timetable(1) sets
out the key days for the Share Subdivision and Change in Board Lot Size:
| | |
Hong
Kong Time | |
U.S.
Eastern Time |
| | |
| |
|
| Record
date for the EGM, for holders of Shares listed in Hong Kong (the “Shares Record Date”)(2) | |
4:30
p.m.,
Tuesday,
September 12, 2023 | |
– |
| | |
| |
|
| Record
date for the EGM, for holders of ADSs listed in the U.S. (the “ADS Record Date”, together with the “Shares
Record Date”, the “Record Dates”)(3) | |
– | |
Close
of business,
Tuesday,
September 12, 2023 |
| | |
| |
|
| Latest
time for lodging transfer documents to qualify for attending and voting at the EGM, for holders of Shares listed in Hong
Kong | |
Not
later than
4:30 p.m.,
Tuesday,
September 12, 2023 | |
– |
| | |
| |
|
| Latest
time for lodging votes to depositary bank, for holders of ADSs listed in the U.S.(4) | |
– | |
10:00
a.m.,
Tuesday,
October 17, 2023 |
| | |
| |
|
| Latest
time for lodging forms of proxy for the EGM, for holders of Shares listed in Hong Kong(5) | |
9:00
a.m.,
Tuesday,
October 24, 2023 | |
– |
| | |
| |
|
| Date
and time of the EGM | |
9:00
a.m.,
Thursday,
October 26, 2023 | |
9:00
p.m.,
Wednesday,
October 25, 2023 |
| | |
| |
|
| Announcement
of poll results of the EGM | |
Before
8:00 p.m.,
Thursday,
October 26, 2023 | |
Before
8:00 a.m.,
Thursday,
October 26, 2023 |
| APPENDIX I |
EXPECTED TIMETABLE FOR THE
SHARE
SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE |
The following tables sets out
the events following the approval at the EGM and upon the fulfillment of the conditions for the Share Subdivision:
| | |
Hong
Kong Time | |
U.S.
Eastern Time |
| | |
| |
|
| Effective
date for the Share Subdivision | |
Monday,
October 30, 2023 | |
|
| | |
| |
|
| Commencement
of dealings in the Subdivided Shares, for holders of Shares listed in Hong Kong | |
9:00
a.m.,
Monday,
October 30, 2023 | |
– |
| | |
| |
|
| Original
counter for trading the Shares in board lots of 20 Shares (being the “existing board lot”) temporarily closes
on the Hong Kong Stock Exchange, for holders of Shares listed in Hong Kong | |
9:00
a.m.,
Monday,
October 30, 2023 | |
– |
| | |
| |
|
| Temporary
counter for trading in the Subdivided Shares (in the form of Existing Share Certificates) and in board lots of 200 Subdivided Shares
(being the “temporary board lot”) opens on the Hong Kong Stock Exchange, for holders of Shares listed in Hong
Kong | |
9:00
a.m.,
Monday,
October 30, 2023 | |
– |
| | |
| |
|
| First
day of free exchange of Existing Share Certificates for the Subdivided Share Certificates for the Subdivided Shares, for holders
of the Shares listed in Hong Kong | |
Monday,
October 30, 2023 | |
– |
| | |
| |
|
| Original
counter for trading in the Subdivided Shares (in the form of new Subdivided Share Certificates) and in new board lot of 100 Subdivided
Shares (being the“new board lot”) re-opens on the Hong Kong Stock Exchange, for holders of Shares listed in
Hong Kong | |
9:00
a.m.,
Monday,
November 13, 2023 | |
– |
| APPENDIX I |
EXPECTED TIMETABLE FOR THE
SHARE
SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE |
| | |
Hong
Kong Time | |
U.S.
Eastern Time |
| | |
| |
|
| Parallel
trading in the Subdivided Shares (in the form of Existing Share Certificates and Subdivided Share Certificates) starts on the Hong
Kong Stock Exchange, for holders of Shares listed in Hong Kong | |
9:00
a.m.,
Monday,
November 13, 2023 | |
– |
| | |
| |
|
| Temporary
counter for trading in the Subdivided Shares (in the form of Existing Share Certificates) and in temporary board lot closes on the
Hong Kong Stock Exchange, for holders of Shares listed in Hong Kong | |
4:10
p.m.,
Friday,
December 1, 2023 | |
– |
| | |
| |
|
| Parallel
trading in the Subdivided Shares (in the form of Existing Share Certificates and Subdivided Share Certificates) closes on the Hong
Kong Stock Exchange, for holders of Shares listed in Hong Kong | |
4:10
p.m.,
Friday,
December 1, 2023 | |
– |
| | |
| |
|
| Last
day of free exchange of Existing Share Certificates for Subdivided Share Certificates, for holders of Shares listed in Hong Kong | |
4:30
p.m.,
Tuesday,
December 5, 2023 | |
– |
Notes:
| (1) | Dates
and times above are indicative only and may be varied by the Company. Any consequential changes
to the expected timetable will be notified to the Shareholders (including ADS(s) holders)
as and when appropriate in accordance with relevant Hong Kong and U.S. regulations. |
| (2) | New
holders of Shares registered after the Shares Record Date will not be entitled to attend
and vote at the EGM. |
| (3) | Holders
of the ADS(s) will not be entitled to attend and vote at the EGM and cannot vote the
Shares represented by their ADSs directly. New holders of the ADS(s) registered after
the ADS Record Date will not be entitled to exercise their voting rights for the underlying
Shares through Citibank, N.A., as the depositary of the ADSs. |
| (4) | Holders
of the ADS(s) will not be entitled to attend and vote at the EGM. Holders of the ADS(s) as
of the ADS Record Date who wish to exercise their voting rights for the underlying Shares
must act through Citibank, N.A., as the depositary of the ADSs. |
| APPENDIX I |
EXPECTED TIMETABLE FOR THE
SHARE
SUBDIVISION AND THE CHANGE IN BOARD LOT SIZE |
| (5) | The
latest time to lodge the form of proxy prior to the date of the EGM is consistent with the
Memorandum and Articles of Association. All the persons who are registered holders of the
Shares as of the close of business on Tuesday, September 12, 2023, Hong Kong time will
be entitled to attend and vote at the EGM. Completion and return of a form of proxy will
not preclude a holder of Shares of the Company from attending in person and voting at the
EGM or any adjournment thereof, should he or she so wish, but his/her proxy’s authority
to vote on a resolution is to be regarded as revoked if he/she attend the EGM in person and
vote on that particular resolution. |
Dates or
deadlines specified above are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will
be published or notified to the Shareholders as and when appropriate.
NOTICE OF EXTRAORDINARY GENERAL MEETING
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)
NOTICE OF EXTRAORDINARY GENERAL
MEETING
The attached
Notice of Extraordinary General Meeting issued by Noah Holdings Private Wealth and Asset Management Limited (the “Company”)
serves as the notice of Extraordinary General Meeting (the “Extraordinary General Meeting” or “EGM”)
required under Rule 13.71 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong
Kong Listing Rules”) and the circular required under Rule 13.73 of the Hong Kong Listing Rules. This notice is also available
for viewing on the Company’s website at ir.noahgroup.com.
Unless otherwise
specified, terms defined in this notice shall have the same meanings in the circular of the Company dated September 19, 2023 (the
“Circular”). Details regarding the resolutions in this notice are set out in the Circular.
The Extraordinary
General Meeting will be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday, October 26,
2023 at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time), and at any adjourned meeting
thereof, for the purpose to consider and vote on the following:
ORDINARY RESOLUTIONS
| 1. | “THAT subject to and conditional upon (i) the
Hong Kong Stock Exchange granting the listing of, and permission to deal in, (a) the Subdivided Shares, (b) any Subdivided
Shares which may be issued upon (A) exercise of the share options and share awards granted and to be granted under the Share Incentive
Plans and (B) the vesting of the RSUs granted and to be granted under the RSU Plan; and (ii) the compliance with all relevant
procedures and requirements under the laws of the Cayman Islands (where applicable), the requirements from NYSE and the Hong Kong Listing
Rules to effect the Share Subdivision (as defined below), each of the issued and unissued ordinary shares of par value of US$0.0005
each be and is hereby subdivided into ten (10) ordinary shares of par value of US$0.00005 each, and such Subdivided Shares shall
rank pari passu in all respects with each other in accordance with the Memorandum and Articles of Association and have the same
rights and privileges and be subject to the same restriction as the Shares in issue prior to the Share Subdivision, with effect from
the second business day immediately following the date on which this resolution is passed, being a day on which the Hong Kong Stock Exchange is
open for business of dealing in securities (the “Share Subdivision”), such that after the Share Subdivision, the authorized
share capital of the Company be changed from US$50,000 divided into 100,000,000 ordinary shares of par value of US$0.0005 each to US$50,000
divided into 1,000,000,000 ordinary shares of par value of US$0.00005 each, and that any Director be and is hereby authorized for and
on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed
by such Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in and/or
for implementation of the Share Subdivision including but not limited to, cancelling any Existing Share Certificates and issuing Subdivided
Share Certificates to holders of the existing Shares pursuant to the Share Subdivision.” |
NOTICE OF EXTRAORDINARY GENERAL MEETING
SHARES RECORD DATE AND ADS RECORD DATE
The Board
has fixed the close of business on Tuesday, September 12, 2023, Hong Kong time, as the record date (the “Shares Record
Date”) of ordinary shares.
Holders
of the ordinary shares as of the Shares Record Date are entitled to attend and vote at the EGM and any adjourned and postponed meeting
thereof. ADS holders of record as of the close of business on Tuesday, September 12, 2023, New York time (the “ADS Record
Date”), who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions to Citibank,
N.A., the depositary of the ADSs, and are not permitted to attend or vote in person at the EGM.
ATTENDING THE EGM
Only holders
of Shares as of the Shares Record Date are entitled to attend and vote at the EGM.
PROXY FORM AND ADS VOTING INSTRUCTION CARD
A holder
of Shares as of the Shares Record Date may appoint a proxy to exercise his/her/its rights at the EGM. Holders of ADSs as of the ADS Record
Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote in respect of the ordinary shares represented
by their ADSs. Please refer to the proxy form (for holders of Shares) or ADS voting instruction card (for holders of ADSs), both of which
are available on the website of the Company at ir.noahgroup.com.
NOTICE OF EXTRAORDINARY
GENERAL MEETING
Holders
of the Shares on the Company’s register of members as of the Shares Record Date shall to date, execute and return the proxy
form to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited
(“Computershare”) (for holders of Shares) or the ADS voting instruction card to Citibank, N.A. (for holders of
ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must
receive the proxy form by no later than 9:00 a.m. on October 24, 2023, Hong Kong time, at 17M Floor, Hopewell Centre, 183
Queen’s Road East, Wan Chai, Hong Kong to ensure your representation at the EGM, and Citibank, N.A. must receive your voting
instructions in the ADS voting instruction card by no later than 10:00 a.m. on October 17, 2023, New York time, to enable
the votes attaching to the ordinary shares represented by your ADSs to be cast at the EGM.
| |
|
| |
By order of the Board |
| |
Noah Holdings Private Wealth and Asset Management Limited
Jinbo Wang |
| |
Chairwoman of the Board |
Hong Kong, September 19,
2023
As of
the date of this announcement, the board of directors comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as Directors;
Ms. Chia-Yue Chang, Mr. Kai Wang and Mr. Boquan He as non-executive Directors; and Dr. Zhiwu Chen, Ms. Cynthia
Jinhong Meng, Ms. May Yihong Wu and Mr. Jinbo Yao as independent Directors.
Exhibit 99.3
NOTICE
OF EXTRAORDINARY GENERAL MEETING
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)
NOTICE
OF EXTRAORDINARY GENERAL MEETING
The
attached Notice of Extraordinary General Meeting issued by Noah Holdings Private Wealth and Asset Management Limited (the “Company”)
serves as the notice of Extraordinary General Meeting (the “Extraordinary General Meeting” or “EGM”)
required under Rule 13.71 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
“Hong Kong Listing Rules”) and the circular required under Rule 13.73 of the Hong Kong Listing Rules. This notice
is also available for viewing on the Company’s website at ir.noahgroup.com.
Unless
otherwise specified, terms defined in this notice shall have the same meanings in the circular of the Company dated September 19,
2023 (the “Circular”). Details regarding the resolutions in this notice are set out in the Circular.
The
Extraordinary General Meeting will be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday,
October 26, 2023 at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time), and at any
adjourned meeting thereof, for the purpose to consider and vote on the following:
ORDINARY
RESOLUTIONS
| 1. | “THAT
subject to and conditional upon (i) the Hong Kong Stock Exchange granting the listing
of, and permission to deal in, (a) the Subdivided Shares, (b) any Subdivided Shares
which may be issued upon (A) exercise of the share options and share awards granted
and to be granted under the Share Incentive Plans and (B) the vesting of the RSUs granted
and to be granted under the RSU Plan; and (ii) the compliance with all relevant procedures
and requirements under the laws of the Cayman Islands (where applicable), the requirements
from NYSE and the Hong Kong Listing Rules to effect the Share Subdivision (as defined
below), each of the issued and unissued ordinary shares of par value of US$0.0005 each be
and is hereby subdivided into ten (10) ordinary shares of par value of US$0.00005 each,
and such Subdivided Shares shall rank pari passu in all respects with each other in
accordance with the Memorandum and Articles of Association and have the same rights and privileges
and be subject to the same restriction as the Shares in issue prior to the Share Subdivision,
with effect from the second business day immediately following the date on which this resolution
is passed, being a day on which the Hong Kong Stock
Exchange is open for business of dealing in securities (the “Share Subdivision”), such that after the Share Subdivision,
the authorized share capital of the Company be changed from US$50,000 divided into 100,000,000 ordinary shares of par value of US$0.0005
each to US$50,000 divided into 1,000,000,000 ordinary shares of par value of US$0.00005 each, and that any Director be and is hereby
authorized for and on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such
acts or things deemed by such Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters
contemplated in and/or for implementation of the Share Subdivision including but not limited to, cancelling any Existing Share Certificates
and issuing Subdivided Share Certificates to holders of the existing Shares pursuant to the Share Subdivision.” |
NOTICE
OF EXTRAORDINARY GENERAL MEETING
SHARES RECORD DATE AND ADS RECORD
DATE
The
Board has fixed the close of business on Tuesday, September 12, 2023, Hong Kong time, as the record date (the “Shares Record
Date”) of ordinary shares.
Holders
of the ordinary shares as of the Shares Record Date are entitled to attend and vote at the EGM and any adjourned and postponed meeting
thereof. ADS holders of record as of the close of business on Tuesday, September 12, 2023, New York time (the “ADS Record
Date”), who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions to Citibank,
N.A., the depositary of the ADSs, and are not permitted to attend or vote in person at the EGM.
ATTENDING THE EGM
Only
holders of Shares as of the Shares Record Date are entitled to attend and vote at the EGM.
PROXY FORM AND ADS VOTING INSTRUCTION
CARD
A
holder of Shares as of the Shares Record Date may appoint a proxy to exercise his/her/its rights at the EGM. Holders of ADSs as of the
ADS Record Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote in respect of the ordinary shares
represented by their ADSs. Please refer to the proxy form (for holders of Shares) or ADS voting instruction card (for holders of ADSs),
both of which are available on the website of the Company at ir.noahgroup.com.
Holders
of the Shares on the Company’s register of members as of the Shares Record Date shall to date, execute and return the proxy
form to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited
(“Computershare”) (for holders of Shares) or the ADS voting instruction card to Citibank, N.A. (for holders of
ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must
receive the proxy form by no later than 9:00 a.m. on October 24, 2023, Hong Kong time, at 17M Floor, Hopewell
Centre, 183 Queen’s Road East, Wan Chai, Hong Kong to ensure your representation at the EGM, and Citibank, N.A. must receive
your voting instructions in the ADS voting instruction card by no later than 10:00 a.m. on October 17, 2023, New York
time, to enable the votes attaching to the ordinary shares represented by your ADSs to be cast at the EGM.
NOTICE
OF EXTRAORDINARY GENERAL MEETING
| |
By order of the Board |
| |
Noah Holdings Private Wealth
and Asset Management Limited |
| |
Jinbo Wang |
| |
Chairwoman of the Board |
Hong Kong, September 19, 2023
As
of the date of this announcement, the board of directors comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as Directors;
Ms. Chia-Yue Chang, Mr. Kai Wang and Mr. Boquan He as non-executive Directors; and Dr. Zhiwu Chen, Ms. Cynthia
Jinhong Meng, Ms. May Yihong Wu and Mr. Jinbo Yao as independent Directors.
Exhibit 99.4
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.
Our
American depositary shares, each representing one-half of our ordinary share, are listed on the New York Stock Exchange in the United
States under the symbol NOAH.
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)
FORM OF
PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING
Attached
please find the form of proxy for holders of ordinary shares of Noah Holdings Private Wealth and Asset Management Limited (the “Company”),
which serves as the form of proxy for the extraordinary general meeting of the Company to be held on Thursday, October 26, 2023
at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time), and at any adjourned meeting thereof.
This form of proxy is also available for viewing on the Company’s website at ir.noahgroup.com.
| |
By order of the Board |
| |
Noah Holdings
Private Wealth and Asset Management Limited
Jingbo Wang |
| |
Chairwoman
of the Board |
Hong Kong, September 19,
2023
As
of the date of this announcement, the board of directors comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as directors;
Ms. Chia-Yue Chang, Mr. Kai Wang and Mr. Boquan He as non-executive directors; and Dr. Zhiwu Chen, Ms. Cynthia
Jinhong Meng, Ms. May Yihong Wu and Mr. Jinbo Yao as independent directors.
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)
FORM OF
PROXY FOR EXTRAORDINARY GENERAL MEETING
to
be held on October 26, 2023 at 9:00 a.m. (Hong Kong time)
(or any adjournment(s) or postponement(s) thereof)
INTRODUCTION
This form
of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors of Noah
Holdings Private Wealth and Asset Management Limited, a Cayman Islands exempted company (the “Company”), of proxies
from the holders of the issued ordinary shares of the Company with a par value of US$0.0005 per share (the “ordinary shares”)
to be exercised at the extraordinary general meeting of the Company (the “EGM”) to be held at 34/F, Tower Two, Times
Square, 1 Matheson Street, Causeway Bay, Hong Kong, on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time (or 9:00 p.m. on
Wednesday, October 25, 2023, New York time), and at any adjourned meeting thereof, for the purposes set forth in the accompanying
notice of the EGM.
Only the
holders of the ordinary shares at the close of business on Tuesday, September 12, 2023, Hong Kong time, as the record date are entitled
to attend and vote at the EGM or any adjourned meeting thereof. Each ordinary share is entitled to one vote on all matters at the EGM.
The quorum of the EGM is one or more shareholders, present in person or by proxy or, if a corporation or other non-natural person, by
its duly authorized representative, which carry in aggregate (or representing by proxy) not less than one-tenth of all votes attaching
to all ordinary shares in issue and entitled to vote at the EGM.
The ordinary
shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated or, if no instruction
is given, the holder of the proxy will vote the ordinary shares in his/her/its discretion, unless a reference to the holder of the proxy
having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the EGM acts as proxy and is entitled
to exercise his/her discretion, he/she is likely to vote the ordinary shares for the resolutions. As to any other business that may properly
come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The
Company does not presently know of any other business which may come before the EGM. However, if any other matter properly comes before
the EGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby
will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any proxy given by a holder of ordinary
shares by means of a proxy form, pursuant to this solicitation may be revoked by submitting a written notice of revocation or a fresh
proxy form bearing a later date, which must be received by the deadline for returning the proxy forms set forth above, or by attending
the EGM. Holders of American Depositary Shares (the “ADSs”) should not use this form to vote, but must follow the instructions
provided by Citibank, N.A., as depositary for the ADSs (the “Depositary”), to ADS holders on how to instruct the Depositary
to vote the ordinary shares represented by their ADSs. Any questions on how an ADS holder may instruct the Depositary to vote ordinary
shares represented by ADSs should be directed to the Depositary.
You may instruct
your proxy to vote some or all of the ordinary shares in respect of which the proxy is appointed either for or against any resolution
and/or abstain from voting as such proxy need not cast the votes in respect of your ordinary shares in the same way on any resolution.
In this case, please specify in the voting boxes the number of ordinary shares in respect of which your proxy is to vote for or against
or to abstain in respect of each resolution.
To be
valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M Floor,
Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and no later than 9:00 a.m. on October 24,
2023, Hong Kong time, to ensure your representation at the EGM.
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)
FORM OF PROXY FOR EXTRAORDINARY
GENERAL MEETING
to be held on Thursday, October 26,
2023 at 9:00 a.m., Hong Kong time
(or any adjournment(s) or postponement(s) thereof)
I/We(Note
1)__________________________________________________________________________________________________________(name)
_________________________________________________________________________________________________________________ (address), being
the registered holder of___________________________________________________________________________________ordinary
shares(Note 2), par value US$0.0005 per share, of Noah Holdings Private Wealth and Asset Management Limited (the
“Company”) hereby appoint the Chairman of the Extraordinary General Meeting(Note 3) or
_____________________________________________________________________________________(name)
of____________________________________________________________________________________(address)
as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (or at any adjournment(s) or
postponement(s) thereof) of the Company to be held at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time (or any adjournment(s) or postponement(s) thereof), and in
the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks
fit(Note 4, 6, 7, 8, 9).
| No. |
ORDINARY RESOLUTION |
FOR(Note
4) |
AGAINST(Note
4) |
ABSTAIN(Note
4) |
| 1. |
Subject to and conditional upon (i) The Stock Exchange of Hong Kong Limited’s listing approval and (ii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable), the requirements from New York Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited to effect the Share Subdivision (as defined below), each of the issued and unissued ordinary shares of par value of US$0.0005 each be and is hereby subdivided into ten (10) ordinary shares of par value of US$0.00005 each (“Subdivided Shares”), and such Subdivided Shares shall rank pari passu in all respects with each other in accordance with the Memorandum and Articles of Association and have the same rights and privileges and be subject to the same restriction as the shares of the Company in issue prior to the Share Subdivision, with effect from the second business day immediately following the date on which this resolution is passed, being a day on which the Hong Kong Stock Exchange is open for business of dealing in securities (the “Share Subdivision”), such that after the Share Subdivision, the authorized share capital of the Company be changed from US$50,000 divided into 100,000,000 ordinary shares of par value of US$0.0005 each to US$50,000 divided into 1,000,000,000 ordinary shares of par value of US$0.00005 each, and that any director of the Company be and is hereby authorized for and on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by such director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in and/or for implementation of the Share Subdivision including but not limited to, cancelling any existing share certificates and issuing new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision. |
|
|
|
| Dated ________________________ 2023 |
Signature(s)(Note 5) _________________________________ |
Notes:
| 1. | Full name(s) and address(es) to be inserted in BLOCK CAPITALS. |
| 2. | Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted,
this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3. | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Extraordinary General Meeting is
entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own
choice that you wish to be appointed proxy in the space provided. If any proxy other than the Chairman of the Extraordinary General
Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and
address of the proxy desired in the space provided. Any alteration made to this Form of Proxy must be initialed by the person(s) who
sign(s) it. |
| 4. | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for.” If you wish to vote
against a particular resolution, tick the appropriate box marked “against.” If you wish to abstain from voting on a particular
resolution, tick the appropriate box marked “abstain.” If you do not complete this section, your proxy will vote or abstain
at his/her discretion. 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 EGM. |
| 5. | This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be
either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
| 6. | In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed
or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong
Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours
before the time appointed for the meeting or the adjourned meeting (as the case may be). |
| 7. | Please refer to the circular for EGM dated September 19, 2023 (the “Circular”) and the accompanying notice
of EGM for details of the resolution. |
| 8. | Unless otherwise specified, terms defined in this Form of Proxy shall have the same meanings as those set out in the Circular. |
| 9. | In the case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy,
in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person
or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be
determined by the order in which the names stand in register of members in respect of the relevant joint holding. |
PERSONAL INFORMATION COLLECTION
STATEMENT
“Personal Data” in this form of proxy has
the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”), which includes
your and your proxy’s name and address.
You and your proxy’s Personal
Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend,
act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy’s Personal Data is on a voluntary
basis. However, the Company may not be able to process your request unless you provide us with your and your proxy’s Personal Data.
Your and your proxy’s Personal
Data will be disclosed or transferred to the Company’s share registrar and its Hong Kong branch share registrar and transfer office
and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court
order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record
purpose.
By providing your proxy’s
Personal Data in this form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your
proxy in using his/her Personal Data provided in this form of proxy and that you have informed your proxy of the purpose for and the manner
in which his/her Personal Data may be used.
You/your proxy have/has the right
to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the
PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by following means:
By mail to: Personal Data Privacy Officer
Computershare
Hong Kong Investor Service Limited
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong
Exhibit 99.5
Depositary’s
Notice of
Extraordinary
General Meeting of
NOAH
HOLDINGS LIMITED
| ADSs: |
American
Depositary Shares (“ADSs”). |
| ADS
CUSIP No.: |
65487X102. |
| ADS
Record Date: |
September 12, 2023. |
| Meeting
Specifics: |
Extraordinary General
Meeting to be held on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25,
2023, New York time) at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (the “Meeting”). |
| Meeting
Agenda: |
Please refer to the
Company’s Notice of Meeting. |
| ADS
Voting Instructions Deadline: |
On
or before 10:00 a.m. (New York time) on October 17, 2023. |
| Deposited
Securities: |
Ordinary shares of Noah
Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”). |
| ADS
Ratio: |
One (1) Ordinary
Share of the Company equals to two (2) ADSs. |
| Depositary: |
Citibank,
N.A. |
| Custodian
of Deposited Securities: |
Citibank, N.A. - Hong
Kong. |
| Deposit
Agreement: |
Deposit Agreement, dated
as of November 9, 2010, as amended by Amendment No. 1 to Deposit Agreement, dated as of March 28, 2016, and the Letter
Agreement, dated as of December 22, 2022, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs
issued thereunder. |
To
be counted, your Voting Instructions need to be received by the
Depositary prior to 10:00 a.m. (New York time) on
October 17, 2023.
The
Company has announced that an Extraordinary General Meeting will be held at the date, time and location identified above. A copy of
the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.
Holders
of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to
the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
Upon
timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor insofar as practi-cable
and permitted under applicable law and the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions
of the Deposited Securities to vote or to cause the Custodian to vote (in person or by proxy) the Deposited Securities as follows: (i) in
the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all
Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions
and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to
vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Voting instructions may be
given only in respect of a number of ADSs representing an integral number of Deposited Securities. If the Depositary does not receive
instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting
is by poll, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall
be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the
Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited
Securities may be materially adversely affected.
The
Depositary has been advised by the Company that in accordance with Rule 13.39(4) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited that voting at any meeting of shareholders is by a poll.
Neither
the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the
Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise,
the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from
Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which
fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary
will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited
Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted
(except (i) in the case voting at the share-holders meeting is by show of hands, in which case the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who
provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement).
Notwithstanding
anything else contained in Section 4.10 of the Deposit Agreement, the Depositary shall, if so requested in writing by the Company,
represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from
Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The
information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this infor-mation
to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to
the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals
to be consid-ered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary
are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a
copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions,
please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
| |
Citibank, N.A., as Depositary |
Exhibit 99.6
Depositary’s Notice
of
Extraordinary General Meeting
of
NOAH HOLDINGS LIMITED
| ADSs: |
Restricted American Depositary Shares (“ADSs”). |
| ADS CUSIP No.: |
65487X995. |
| ADS Record Date: |
September 12, 2023. |
| Meeting Specifics: |
Extraordinary General Meeting to be held on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time (or 9:00 p.m. on Wednesday, October 25, 2023, New York time) at 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (the “Meeting”). |
| Meeting Agenda: |
Please refer to the Company’s Notice of Meeting. |
| ADS Voting Instructions Deadline: |
On or before 10:00 a.m. (New York time) on October 17, 2023. |
| Deposited Securities: |
Ordinary shares of Noah Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”). |
| ADS Ratio: |
One (1) Ordinary Share of the Company equals to two (2) ADSs. |
| Depositary: |
Citibank, N.A. |
| Custodian of Deposited Securities: |
Citibank, N.A. - Hong Kong. |
| Deposit Agreement: |
Deposit Agreement, dated as of November 9, 2010, as amended by Amendment No. 1 to Deposit Agreement, dated as of March 28, 2016, and the Letter Agreement, dated as of December 22, 2022, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder. |
To
be counted, your Voting Instructions need to be received by the
Depositary prior to 10:00 a.m. (New York time) on
October 17, 2023.
The
Company has announced that an Extraordinary General Meeting will be held at the date, time and location identified above. A copy of
the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.
Holders
of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to
the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
Upon
timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor insofar as practi-cable
and permitted under applicable law and the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions
of the Deposited Securities to vote or to cause the Custodian to vote (in person or by proxy) the Deposited Securities as follows: (i) in
the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all
Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions
and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to
vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. Voting instructions may be
given only in respect of a number of ADSs representing an integral number of Deposited Securities. If the Depositary does not receive
instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting
is by poll, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall
be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the
Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited
Securities may be materially adversely affected.
The
Depositary has been advised by the Company that in accordance with Rule 13.39(4) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited that voting at any meeting of shareholders is by a poll.
Neither
the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the
Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise,
the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from
Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which
fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary
will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited
Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted
(except (i) in the case voting at the share-holders meeting is by show of hands, in which case the Depositary will instruct the
Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who
provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement).
Notwithstanding
anything else contained in Section 4.10 of the Deposit Agreement, the Depositary shall, if so requested in writing by the Company,
represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from
Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The
information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this infor-mation
to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to
the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals
to be consid-ered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary
are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a
copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions,
please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
| |
Citibank, N.A., as Depositary |
Exhibit 99.7
| Extraordinary General Meeting
Noah Holdings Limited (the “Company”)
ADS CUSIP No.: 65487X102.
ADS Record Date: September 12, 2023.
Meeting Specifics: Extraordinary General Meeting to be held on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time
(or 9:00 p.m. on Wednesday, October 25, 2023, New York time) at 34/F, Tower Two, Times Square, 1
Matheson Street, Causeway Bay, Hong Kong (the “Meeting”).
Depositary: Citibank, N.A.
Deposit Agreement: Deposit Agreement, dated as of November 9, 2010, as amended by Amendment No. 1 to Deposit
Agreement, dated as of March 28, 2016, and the Letter Agreement, dated as of December 22, 2022.
Deposited Securities: Ordinary Shares of the Company.
Custodian(s): Citibank, N.A. - Hong Kong.
The undersigned holder, as of the ADS Record Date, of the American Depositary Shares issued under the Deposit Agreement and identified above (such American Depositary Shares, the “ADSs”),
hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner
indicated on the reverse side hereof.
The Depositary has been advised by the Company that in accordance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited that voting
at any meeting of shareholders is by a poll.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record
Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit
Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented
by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in
accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the
Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions
from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall deem
such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary
proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B)
substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to
vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions
timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which
the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth
in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case
voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received
from a majority of Holders of ADSs who provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement).
Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been
received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 a.m. (New York time) on October 17, 2023 for action to be taken.
2023 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES |
| Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy)
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting
Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to
give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instruction Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed
by a corporation should be in full name by a duly authorized officer with full title as such.
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
Abstain
Resolution 1
For Against
A Issues Noah Holdings Limited
ORDINARY RESOLUTIONS
PROPOSAL NO. 1: THAT subject to and conditional upon (i) the Hong Kong Stock Exchange granting the listing of, and permission
to deal in, (a) the Subdivided Shares, (b) any Subdivided Shares which may be issued upon (A) exercise of the
share options and share awards granted and to be granted under the Share Incentive Plans and (B) the vesting of
the RSUs granted and to be granted under the RSU Plan; and (ii) the compliance with all relevant procedures and
requirements under the laws of the Cayman Islands (where applicable), the requirements from NYSE and the
Hong Kong Listing Rules to effect the Share Subdivision (as defined below), each of the issued and unissued
ordinary shares of par value of US$0.0005 each be and is hereby subdivided into ten (10) ordinary shares of par
value of US$0.00005 each, and such Subdivided Shares shall rank pari passu in all respects with each other in
accordance with the Articles of Association and have the same rights and privileges and be subject to the same
restriction as the Shares in issue prior to the Share Subdivision, with effect from the second business day
immediately following the date on which this resolution is passed, being a day on which the Hong Kong Stock
Exchange is open for business of dealing in securities (the “Share Subdivision”), such that after the Share
Subdivision, the authorized share capital of the Company be changed from US$50,000 divided into 100,000,000
ordinary shares of par value of US$0.0005 each to US$50,000 divided into 1,000,000,000 ordinary shares of par
value of US$0.00005 each, and that any Director be and is hereby authorized for and on behalf of the Company to
execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by
such Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters
contemplated in and/or for implementation of the Share Subdivision including but not limited to, cancelling any
Existing Share Certificates and issuing Subdivided Share Certificates to holders of the existing Shares pursuant to
the Share Subdivision.
Capitalized terms used but not otherwise defined herein shall have the same meanings set forth in the circular of the Company dated
September 19, 2023.
The Depositary has been advised by the Company that its board of directors recommend a "FOR" vote for the resolution. |
Exhibit 99.8
| Extraordinary General Meeting
Noah Holdings Limited (the “Company”)
ADS CUSIP No.: 65487X995.
ADS Record Date: September 12, 2023.
Meeting Specifics: Extraordinary General Meeting to be held on Thursday, October 26, 2023 at 9:00 a.m., Hong Kong time
(or 9:00 p.m. on Wednesday, October 25, 2023, New York time) at 34/F, Tower Two, Times Square, 1
Matheson Street, Causeway Bay, Hong Kong (the “Meeting”).
Depositary: Citibank, N.A.
Deposit Agreement: Deposit Agreement, dated as of November 9, 2010, as amended by Amendment No. 1 to Deposit
Agreement, dated as of March 28, 2016, and the Letter Agreement, dated as of December 22, 2022.
Deposited Securities: Ordinary Shares of the Company.
Custodian(s): Citibank, N.A. - Hong Kong.
The undersigned holder, as of the ADS Record Date, of the American Depositary Shares issued under the Deposit Agreement and identified above (such American Depositary Shares, the “ADSs”),
hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner
indicated on the reverse side hereof.
The Depositary has been advised by the Company that in accordance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited that voting
at any meeting of shareholders is by a poll.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record
Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit
Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented
by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in
accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the
Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions
from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall deem
such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary
proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B)
substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to
vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions
timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which
the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth
in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case
voting at the shareholders meeting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received
from a majority of Holders of ADSs who provided voting instructions and (ii) as contemplated in Section 4.10 of the Deposit Agreement).
Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been
received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 a.m. (New York time) on October 17, 2023 for action to be taken.
2023 VOTING INSTRUCTIONS RESTRICTED AMERICAN DEPOSITARY SHARES |
| Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy)
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting
Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to
give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instruction Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed
by a corporation should be in full name by a duly authorized officer with full title as such.
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
Abstain
Resolution 1
For Against
A Issues Noah Holdings Limited
ORDINARY RESOLUTIONS
PROPOSAL NO. 1: THAT subject to and conditional upon (i) the Hong Kong Stock Exchange granting the listing of, and permission
to deal in, (a) the Subdivided Shares, (b) any Subdivided Shares which may be issued upon (A) exercise of the
share options and share awards granted and to be granted under the Share Incentive Plans and (B) the vesting of
the RSUs granted and to be granted under the RSU Plan; and (ii) the compliance with all relevant procedures and
requirements under the laws of the Cayman Islands (where applicable), the requirements from NYSE and the
Hong Kong Listing Rules to effect the Share Subdivision (as defined below), each of the issued and unissued
ordinary shares of par value of US$0.0005 each be and is hereby subdivided into ten (10) ordinary shares of par
value of US$0.00005 each, and such Subdivided Shares shall rank pari passu in all respects with each other in
accordance with the Articles of Association and have the same rights and privileges and be subject to the same
restriction as the Shares in issue prior to the Share Subdivision, with effect from the second business day
immediately following the date on which this resolution is passed, being a day on which the Hong Kong Stock
Exchange is open for business of dealing in securities (the “Share Subdivision”), such that after the Share
Subdivision, the authorized share capital of the Company be changed from US$50,000 divided into 100,000,000
ordinary shares of par value of US$0.0005 each to US$50,000 divided into 1,000,000,000 ordinary shares of par
value of US$0.00005 each, and that any Director be and is hereby authorized for and on behalf of the Company to
execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by
such Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters
contemplated in and/or for implementation of the Share Subdivision including but not limited to, cancelling any
Existing Share Certificates and issuing Subdivided Share Certificates to holders of the existing Shares pursuant to
the Share Subdivision.
Capitalized terms used but not otherwise defined herein shall have the same meanings set forth in the circular of the Company dated
September 19, 2023.
The Depositary has been advised by the Company that its board of directors recommend a "FOR" vote for the resolution. |
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