Noah: INSIDE INFORMATION ADOPTION OF DIVIDEND POLICY – Form 6-K

INTERNAL INFORMATION

ADOPTION OF THE DIVIDEND POLICY

This announcement is made by Noah Holdings Private Wealth and Asset Management Limited (the “Company“, as well as its subsidiaries and consolidated affiliated entities, the “Band“) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Registration rules“) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong).

Advises “Plank“) of the directors of the Company (the “Directors“) is pleased to announce that the Board has approved and adopted the following dividend policy (the “Dividend policy“) on August 10, 2022, which aims to provide stable and sustainable returns to shareholders of the Company (the “Shareholders“). The dividend policy came into effect on August 10, 2022.

GOALS

The Dividend Policy is intended to set out the principles and guidelines which the Company intends to apply in relation to the declaration, payment or distribution of its profits as dividends to Shareholders.

PRINCIPLES AND GUIDELINES

When considering the payment of dividends, there must be a balance between maintaining sufficient reserves for the future growth of the Group and rewarding Shareholders.

Dividends to be distributed each year

In accordance with the dividend policy, under normal circumstances, the annual dividends to be declared and distributed in each calendar year should not be less than 10% of the Group’s non-GAAP net income attributable to shareholders for the preceding financial year. . as disclosed in the Company’s audited annual results announcement, subject to the factors set out below:

(a)

the Group’s financial results and financial position;

(b)

the Group’s expected working capital needs, capital expenditure needs and future expansion plans;

(vs)

retained earnings and distributable reserves of the Group;

(D)

the level of the Group’s debt and return on equity ratio;

(e)

general economic conditions, the economic cycle of the Group’s activities and other internal or external factors that may have an impact on the commercial or financial performance and position of the Group;

(F)

any bank covenant or other financing covenant by which the Company is bound from time to time; and

(g)

any other factor that the Board may deem relevant.

Dividend Declaration and Payment Schedule

The Board of Directors will hold meetings for the declaration and payment of dividends by the end of March each year and will declare such dividend if so decided. The dividend will be submitted for the approval of the Shareholders at the annual general meeting of the Company no later than the end of June each year. Once approved, dividends will be declared by the Company and paid to Shareholders.

Notwithstanding the foregoing, the declaration and payment of dividends is also subject to compliance with applicable laws and regulations, including the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the rules and regulations of the Stock Exchange. New York.

The dividend under the dividend policy proposed and/or declared by the Board of Directors for a financial year is considered a final dividend. Any dividend balance in respect of a financial year will be subject to the approval of the Shareholders. The Company may declare and pay dividends in cash or by such other means as the Board deems appropriate.

The Dividend Policy shall in no way constitute a legally binding commitment by the Company with respect to its future dividend and/or in any way oblige the Company to declare a dividend at any time or from time to time. There can be no assurance that dividends will be paid in any particular amount for any particular year.

REVIEW OF THE DIVIDEND POLICY

The Board will review the Dividend Policy from time to time to ensure the effectiveness of the Dividend Policy and reserves the right, in its sole and absolute discretion, to update, amend, modify and/or rescind the Dividend Policy. at any time.

Shareholders and potential investors should exercise caution when trading in securities of the Company.

By order of the council

Noah Holdings Private Wealth and Asset Management Limited
Jingbo Wang
President of the Board

Hong Kong, August 10, 2022

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