6-K - NOAH - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the monthof December 2025

Commission FileNumber**: 001-34936**

Noah Holdings Limited

(Registrant’s name)

No. 1226, South Shenbin Road, MinhangDistrict,

Shanghai, People’s Republic of China

+86 (21) 8035-8292

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

EXHIBIT INDEX

Exhibit 99.1	HKEx Announcement — Grant of Restricted Share Units
Exhibit 99.2	Voluntary Announcement — Updates on the Status of Legal Proceedings
Exhibit 99.3	Next Day Disclosure Return Dated December 21, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Noah Holdings Limited
	By:	/s/ Qing Pan
	Name:	Qing Pan
	Title:	Chief Financial Officer
Date: December 22, 2025

Exhibit 99.1

HongKong 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

NoahHoldings

NoahHoldings Private Wealth and Asset Management Limited

諾亞控股私人財富資產管理有限公司

(Incorporatedin the Cayman Islands with limited liability under the name Noah Holdings Limited and carrying on business in Hong Kong as Noah HoldingsPrivate Wealth and Asset Management Limited) (Stock Code: 6686)

GRANTOF RESTRICTED SHARE UNITS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Hong Kong Listing Rules. The Board hereby announces that on December 20, 2025 (U.S. Eastern Time), the Company granted 20,000 RSUs involving an aggregate of 200,000 Shares (represented by 40,000 ADSs) to two Grantees under the 2022 Share Incentive Plan.

GRANTOF RESTRICTED SHARE UNITS

In tandem with the Group’s globalization strategy which hinges on cultivating a highly skilled talent pool worldwide, on the Date of Grant, the Company granted 20,000 RSUs involving an aggregate of 200,000 Shares (represented by 40,000 ADSs), representing approximately 0.06% of the total Shares of the Company in issue (excluding treasury Shares) as of the date of this announcement immediately before the grant, to two Grantees who are Employee Participants in accordance with the terms of the 2022 Share Incentive Plan with an aim to optimize their compensation structure through effective long-term equity incentives to support the globalization initiatives of the Group.

Details of the Grantof RSUs

Details of the grant of RSUs are as follows:

Date of Grant:	December 20, 2025 (U.S. Eastern Time)
Number of Grantees:	Two
Type of Grantees:	Employee Participants
Number of RSUs granted:	20,000 RSUs
Number of underlying Shares pursuant to the<br> RSUs granted:	200,000 Shares
Number of underlying ADSs pursuant to the<br> RSUs granted:	40,000 ADSs
Purchase price of the RSUs granted:	Nil

Closing<br> price of the ADSs on the Date of Grant^1^:	US$9.82 per ADS (approximately HK$15.28 per Share)
Vesting<br> period:	Subject to the Grantee’s continued<br> employment relationship with the Group and conditional upon the performance targets to be achieved by the Grantees as set out in<br> their respective form of award agreement between the Grantee and the Company, the RSUs granted shall vest in four installments, where:
(i)	25%<br> of the RSUs shall immediately vest on the Date of Grant; and
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(ii)	75%<br> of the RSUs shall vest in three equal installments on the first, second and third anniversary<br> of the Date of Grant, respectively.
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According to the 2022 Share Incentive Plan, the Committee, in its sole discretion,<br> shall determine the time or times when awards may vest. The vesting period for the RSUs granted to the Employee Participants<br> is shorter than 12 months, which is permitted by the 2022 Share Incentive Plan, on the basis that such grants (i) are<br> with a total vesting and holding period of more than 12 months; (ii) vest evenly over a<br> period of 12 months or more; and (iii) are subject to performance-based vesting conditions.
Performance targets<br>and Clawback mechanism:	The<br> Group has established an appraisal mechanism to evaluate the performance of each Employee<br> Participant during a fixed assessment period. The performance evaluation for each Employee<br> Participant is individually tailored based on the job nature and job positions of the Employee<br> Participant. In accordance with the Group’s appraisal mechanism, with respect to each<br> Grantee, upon each vesting date, the portion of the RSUs eligible to vest will only actually<br> vest to such Grantee provided that (i) for any vesting occurring after the Date of Grant,<br> the Grantee’s work performance assessment for the year preceding the relevant vesting<br> date has met the predetermined threshold outlined in their award agreement with the Company,<br> and (ii) the Grantee has maintained a clean record with respect to compliance with the<br> Company’s internal policies for the year preceding each vesting date. For the portion<br> of RSUs scheduled to immediately vest on the Date of Grant, such RSUs shall vest subject<br> to the Grantee having duly entered into the relevant employment arrangements with the Group<br> and having complied with applicable onboarding and internal compliance requirements up to<br> the Date of Grant.
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1	The<br> Date of Grant is a non-trading day for the Company’s ADS traded on the New York Stock<br> Exchange. For illustration purpose, the closing price of the ADSs on the trading day immediately<br> prior to the Date of Grant (i.e., December 19, 2025 (U.S. Eastern Time)) was used to<br> present the market price of the ADSs, which is US$9.82 per ADS (approximately HK$15.28 per<br> Share)
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In<br> particular, the performance of the Grantees for subsequent vesting periods will be assessed<br> based on several key performance indicators with reference to the achievement of the overall<br> financial and operational goals of the Group, such as the Group’s total revenues and<br> adjusted net income attributable to the Shareholders (non-GAAP) for the preceding year, as<br> well as other criteria including client acquisition and operational efficiency, among others.<br> Failure to meet the above performance targets as set out in the award agreement between the<br> Grantee and the Company shall render the underlying RSUs not vesting to the relevant Grantees<br> on the prescribed vesting date(s), and such RSUs shall be immediately forfeited and automatically<br> lapse without action on the part of the Grantee and be of no further force and effect.
If<br> the Committee determines that a Grantee has (A) violated any agreement, the Company’s<br> policy or any other applicable laws; (B) conducted any misconduct, including having<br> (i) used for profit or disclosed to unauthorized persons, confidential or trade secrets<br> of the Company or its subsidiaries, (ii) breached any contract with or violated any<br> fiduciary obligation to the Company or its subsidiaries, and (iii) engaged in any conduct<br> which the Committee determines is injurious to Company or its subsidiaries; or (C) convicted<br> of any criminal offense involving his or her integrity or honesty, or any wrongdoing involving<br> the Group’s financial statements, or other circumstances that require so as the Committee<br> determines, the Committee may cause such Grantee to forfeit, or cause its beneficiaries or<br> permitted transferees to cooperate fully with the Committee, to effectuate any forfeiture,<br> clawback or disgorgement required under the 2022 Share Incentive Plan, his or her outstanding<br> awards under the 2022 Share Incentive Plan, subject to certain limitations set forth in the<br> 2022 Share Incentive Plan.
If<br> the Grantee’s employment or service terminates, any portion of the RSUs granted yet<br> unvested on such termination date shall be immediately forfeited and automatically lapse<br> without action on the part of the Grantee and be of no further force and effect.

In particular, the performance of the Grantees for subsequent vesting periods will be assessed based on several key performance indicators with reference to the achievement of the overall financial and operational goals of the Group, such as the Group’s total revenues and adjusted net income attributable to the Shareholders (non-GAAP) for the preceding year, as well as other criteria including client acquisition and operational efficiency, among others. Failure to meet the above performance targets as set out in the award agreement between the Grantee and the Company shall render the underlying RSUs not vesting to the relevant Grantees on the prescribed vesting date(s), and such RSUs shall be immediately forfeited and automatically lapse without action on the part of the Grantee and be of no further force and effect.

If the Committee determines that a Grantee has (A) violated any agreement, the Company’s policy or any other applicable laws; (B) conducted any misconduct, including having (i) used for profit or disclosed to unauthorized persons, confidential or trade secrets of the Company or its subsidiaries, (ii) breached any contract with or violated any fiduciary obligation to the Company or its subsidiaries, and (iii) engaged in any conduct which the Committee determines is injurious to Company or its subsidiaries; or (C) convicted of any criminal offense involving his or her integrity or honesty, or any wrongdoing involving the Group’s financial statements, or other circumstances that require so as the Committee determines, the Committee may cause such Grantee to forfeit, or cause its beneficiaries or permitted transferees to cooperate fully with the Committee, to effectuate any forfeiture, clawback or disgorgement required under the 2022 Share Incentive Plan, his or her outstanding awards under the 2022 Share Incentive Plan, subject to certain limitations set forth in the 2022 Share Incentive Plan.

If the Grantee’s employment or service terminates, any portion of the RSUs granted yet unvested on such termination date shall be immediately forfeited and automatically lapse without action on the part of the Grantee and be of no further force and effect.

The grant of RSUs is subject to the terms and conditions of the 2022 Share Incentive Plan and form of award agreement covering the grants.

REASONSFOR AND BENEFITS OF THE GRANT OF RESTRICTED SHARE UNITS

In tandem with the Group’s globalization strategy which hinges on cultivating a highly skilled talent pool worldwide, the Group has been actively recruiting seasoned professionals with international experience and diverse financial industry expertise. The Group is deeply committed to substantial investments in the ongoing development of incoming talents who have demonstrated excellence in the industry, possessing considerable experience and significant potential to contribute to the Group’s growth. Such investment empowers them to assume pivotal roles in the Group’s global expansion efforts. Against this backdrop, the Group aims to optimize the compensation structure for key personnel by effectively implementing long-term equity incentives. Such incentives not only bolster the Group’s globalization endeavors but also foster enduring commitment from key talents of the Group while aligning their interests closely with the Group’s collective success and the Shareholders’ interests as a whole.

The grant of RSUs is to (i) incentivize, motivate and retain the Grantees as they take on their respective roles within the Group, including supporting the development of new businesses and new markets abroad in connection with the Group’s globalization strategy; (ii) encourage the Grantees, whose expected contributions are key to expanding the Group’s global footprint and beneficial to the continual operation, development and long-term growth of the Group; and (iii) closely align the interests and benefits of and risk sharing among the Shareholders, the Company and the Grantees in order to maximize the motivation of the employees.

Overall, the grant of RSUs aims to secure the Grantees’ long-term support and commitment to the Group as they integrate into the Group’s operations and contribute to its future development. The Company believes that the grant of RSUs serves as an important incentive to motivate the Grantees to contribute to the Company’s sustainable growth and enhance value for the Shareholders, thereby aligning their interests with the best interests of the Company and the Shareholders as a whole.

HONGKONG LISTING RULES IMPLICATIONS

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Grantees above is (i) a Director, or a chief executive, or a substantial shareholder of the Company, or an associate of any of them; (ii) a Director, or a chief executive, or an associate of any of them with awards (excluding options) granted and to be granted exceeding 0.1% of the total issued Shares (excluding treasury shares) in the 12-month period up to and including the Date of Grant; (iii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Hong Kong Listing Rules; or (iv) a related entity participant or service provider with options and awards granted and to be granted exceeding 0.1% of the total issued Shares (excluding treasury shares) in the 12-month period up to and including the Date of Grant. No financial assistance has been provided by the Group to the Grantees to facilitate the purchase of RSUs and/or corresponding ADSs or Shares under the 2022 Share Incentive Plan.

NUMBER OF SHARESAVAILABLE FOR FUTURE GRANT

As of the date of this announcement and following the grant of RSUs, 15,568,075 underlying Shares will be available for future grants under the Scheme Mandate Limit, among which 600,000 underlying Shares will be available for future grants under the Service Provider Sublimit.

DEFINITIONS

“2022<br> Share Incentive Plan”	the<br> 2022 share incentive plan adopted on the annual general meeting held on December 16, 2022 with effect from December 23,<br> 2022 and filed with the SEC on December 23, 2022
“ADS(s)”	American<br> Depositary Share(s) (one ADS representing five Shares)
“associate(s)”	has<br> the meaning ascribed to it in the Hong Kong Listing Rules
“award(s)”	has<br> the meaning ascribed thereto in Chapter 17 of the Hong Kong Listing Rules and as set out under the 2022 Share Incentive Plan
“Board”	the<br> board of the Directors
“Committee”	a<br> committee of one or more members of the Board to whom the Board has delegated its authority (as applicable) to administer the 2022<br> Share Incentive Plan
“Company”	Noah<br> Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands on June 29, 2007, carrying on<br> 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)”<br> and listed on The Stock Exchange of Hong Kong Limited (Stock Code: 6686) and the New York Stock Exchange (Ticker Symbol: NOAH)
“Compensation<br> Committee”	the<br> compensation committee of the Company
“Date<br> of Grant”	December 20,<br> 2025 (U.S. Eastern Time)
“Director(s)”	the<br> director(s) of the Company
“Employee<br> Participant(s)”	has<br> the meaning ascribed thereto in Chapter 17 of the Hong Kong Listing Rules
“GAAP”	generally<br> accepted accounting principles
“Grantee(s)”	the<br> eligible participant(s) of the Group who were granted RSUs in accordance with the 2022 Share Incentive Plan on the Date of Grant

“Group”	the<br> Company, its subsidiaries and consolidated affiliated entities from time to time
“HK$”	Hong<br> Kong dollars, the lawful currency of Hong Kong
“Hong<br> Kong”	Hong<br> Kong Special Administrative Region of the People’s Republic of China
“Hong<br> Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“related<br> entity participant”	has<br> the meaning ascribed thereto in Chapter 17 of the Hong Kong Listing Rules
“RSU(s)”	restricted<br> share unit(s) entitling the Grantee(s) to acquire Shares subject to the satisfaction of specified vesting condition which<br> are granted under the 2022 Share Incentive Plan
“Scheme<br> Mandate Limit”	the<br> limit on grant(s) of award(s) over new Shares under all share schemes of the Company approved by the Shareholders on the<br> annual general meeting held on December 16, 2022, which shall not exceed 30,000,000 Shares
“SEC”	the<br> United States Securities and Exchange Commission
“service<br> provider(s)”	has<br> the meaning ascribed thereto in Chapter 17 of the Hong Kong Listing Rules and as set out under the 2022 Share Incentive Plan
“Service<br> Provider Sublimit”	a<br> sublimit under the Scheme Mandate Limit for award(s) over new Shares under all share schemes of the Company granted to the service<br> providers, which shall not exceed 600,000 Shares
“Share(s)”	ordinary<br> share(s) of par value of US$0.00005 each in the share capital of the Company
“Shareholder(s)”	the<br> holder(s) of the Share(s), and where the context requires, ADSs
“subsidiary(ies)”	has<br> the meaning ascribed to it in the Hong Kong Listing Rules
“substantial<br> shareholder”	has<br> the meaning ascribed to it in the Hong Kong Listing Rules
“U.S.”	the<br> United States
“US$”	United<br> States dollars, the lawful currency of the United States
“%”	per<br> cent

Forthe purpose of this announcement and for illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00= HK$7.7811. No representation is made that any amounts in HK$ or US$ can be or could have been converted at the relevant dates at theabove rate or at any other rates or at all.

By<br> Order of the Board
Noah Holdings Private Wealth and Asset Management Limited Jingbo Wang
Chairwoman of the Board

Hong Kong, December 21, 2025

Asof the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as directors; Ms. Chia-YueChang, Mr. Boquan He and Mr. David Zhang as non-executive Directors; and Ms. Xiangrong Li, Ms. Cynthia Jinhong Mengand Ms. May Yihong Wu as independent Directors.

Exhibit 99.2

Noah Holdings

Noah Holdings Private Wealthand Asset Management Limited

諾亞控股私人財富資產管理有限公司

(Incorporated in the CaymanIslands with limited liability under the name Noah Holdings Limited and

carrying on business in HongKong as Noah Holdings Private Wealth and Asset Management Limited)

(Stock Code: 6686)

VOLUNTARY ANNOUNCEMENT

UPDATES ON THE STATUS OF LEGALPROCEEDINGS

This announcement is made by the board (the “Board”) of directors of Noah Holdings Private Wealth and Asset Management Limited (the “Company”, together with its consolidated affiliated entities and subsidiaries, the “Group”) on a voluntary basis to keep the shareholders of the Company and potential investors informed of the latest business updates of the Company.

The Company today provides updates on the status of the legal proceedings against Camsing International Holding Limited and one of its affiliates (collectively, “Camsing”) related to certain credit funds (the “Camsing Credit Funds”) managed by Shanghai Gopher Asset Management Co., Ltd. (currently known as Shanghai Ziming Private Fund Management Co., Ltd., “Shanghai Gopher”). The Camsing Credit Funds had invested in supply chain account receivables (the “Camsing Receivables”) respecting the sale of computers, consumer electronics and communication products from Camsing to a buyer.

As previously disclosed in the Company’s press releases, announcements and annual and interim reports, the Company’s consolidated affiliated entity and subsidiary, Shanghai Gopher, has been involved in certain legal proceedings (including arbitration proceedings) arising from the fraudulent activities conducted by Camsing with respect to the Camsing Receivables. As disclosed in the 2025 interim report of the Company, as of the date of the 2025 interim report (i.e., August 28, 2025), the management has assessed, based on its PRC legal advisors’ advice, that the Company cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to the pending legal proceedings (including arbitration proceedings).

On December 18 and 19, 2025, Shanghai Gopher received a number of arbitration awards issued by the Shanghai International Economic and Trade Arbitration Commission in respect of aforementioned legal proceedings, involving a total of 16 independent cases with an aggregate disputed amount of approximately RMB36.5 million. Pursuant to the arbitration awards, Shanghai Gopher was ordered to compensate the relevant investors for 70% of their principal investments, while claims for interest or investment returns were not supported. The arbitration awards and the related pending arbitration proceedings relate solely to Shanghai Gopher, which is a lawfully established and independently operated historical business entity, with independent accounting and independent civil liabilities.

The Board is, in consultation with the Company’s auditor, evaluating the potential impact of the arbitration awards on the Group’s consolidated financial performance. The Board will continue to monitor the developments and will make further announcements as and when appropriate in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other applicable laws and regulations.

By order of the Board
Noah Holdings Private Wealth and Asset Management Limited Jingbo Wang
Chairwoman of the Board

Hong Kong, December 21, 2025

Asof the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as Directors; Ms. Chia-YueChang, Mr. Boquan He and Mr. David Zhang as non-executive Directors; and Ms. Xiangrong Li, Ms. Cynthia Jinhong Mengand Ms. May Yihong Wu as independent Directors.

Exhibit 99.3

FF305<br>Page 1 of 6 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Noah Holdings Private Wealth and Asset Management Limited<br>Date Submitted: 21 December 2025<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes<br>Stock code (if listed) 06686 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 30 November 2025 331,686,407 0 331,686,407<br>1). Issue of new shares or transfer of treasury shares in respect of<br>share awards or options granted to a participant (who is not a<br>director of the issuer) under a share scheme - new shares involved<br>New ordinary shares were Issued upon the vesting of restricted share units<br>granted to two specific grantees under the 2022 Share Incentive Plan (as<br>defined in the announcement dated December 21 2025).<br>Date of changes 21 December 2025<br>50,000 0.015 % USD 0
FF305<br>Page 2 of 6 v 1.3.0<br>2). Issue of new shares or transfer of treasury shares in respect of<br>share awards or options granted to a participant (who is not a<br>director of the issuer) under a share scheme - new shares involved<br>New ordinary shares were issued upon the second tranche vesting of<br>restricted share units granted under the 2022 Share Incentive Plan (see<br>Remarks).<br>Date of changes 21 December 2025<br>815,000 0.246 % USD 0<br>Closing balance as at (Notes 5 and 6) 21 December 2025 332,551,407 0 332,551,407<br><br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable<br>Remarks: (1) Unless otherwise specified, all dates referred to in the table above and in these remarks are based on Hong Kong time.<br>(2) Reference is made to the announcement of the Company dated December 21, 2025 regarding the grant (the "2025 Grant") of restricted share units (the "RSU(s)")<br>under the 2022 Share Incentive Plan. Pursuant to the first tranche vesting of the 2025 Grant, the Company issued 50,000 new ordinary shares (the "Share(s)") on<br>December 20, 2025 (U.S. Eastern Time), being December 21, 2025 (Hong Kong time).<br>(3) Reference is made to the announcement of the Company dated December 23, 2024 regarding the grant of RSUs (the “2024 Grant”) under the 2022 Share Incentive<br>Plan. Pursuant to the second tranche vesting of the 2024 Grant, the Company issued 815,000 Shares on December 20, 2025 (U.S. Eastern Time), being December 21,<br>2025 (Hong Kong time). The discrepancy between the 815,000 Shares issued and the pre-determined 912,500 Shares to be issued under the vesting schedule of the<br>2024 Grant resulted from the resignation of certain grantees.
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FF305<br>Page 3 of 6 v 1.3.0<br>Confirmation<br>Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury<br>shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory<br>requirements and, insofar as applicable:<br>(Note 7)<br>(i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;<br>(ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 8);<br>(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has<br> been made with all other legal requirements;<br>(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;<br>(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase<br> consideration for all such property has been duly satisfied; and<br>(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the<br> Registrar of Companies.<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.
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FF305<br>Page 4 of 6 v 1.3.0<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
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FF305<br>Page 5 of 6 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report Not applicable
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FF305<br>Page 6 of 6 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Jingbo Wang<br>(Name)<br>Title: Director<br>(Director, Secretary or other Duly Authorised Officer)
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