NOAH · Noah Holdings Limited

This 6-K filing discloses the agenda and procedural framework for Noah Holdings Limited’s 2026 Annual General Meeting, representing a HIGH materiality event due to the scale and structural significance of the proposed actions. The dual dividend proposal—identical Final and Special Dividends totaling RMB612.0 million (approx. US$89.8 million)—signals strong capital return intent, with both distributions tied explicitly to distinct funding sources: the Final Dividend drawn from 50% of 2025 non-GAAP net income, and the Special Dividend sourced from pre-2025 accumulated return surplus cash. This bifurcated approach underscores management’s confidence in sustained profitability while deploying excess historical liquidity. The proposed 10% share repurchase mandate and 20% issuance mandate—plus the conditional 10% issuance extension—create substantial future flexibility for capital allocation, strategic financing, and equity-based compensation, particularly given the explicit linkage to RSU acceleration. Adoption of new Articles of Association constitutes a foundational corporate governance update, likely enabling operational or structural changes aligned with evolving regulatory or market requirements. All proposals are recommended for approval by the Board, and voting will occur by poll per HKEX Rule 13.39(4), with strict adherence to ADS record date (April 16, 2026) and voting instruction deadline (June 2, 2026, NY time). Investor implications include near-term yield enhancement, medium-term capital structure optionality, and potential dilution or consolidation depending on how mandates are exercised.