NOAH 6-K
Noah Holdings Ltd (NOAH)
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 August 2026
Commission File Number: 001-34936
Noah Holdings Limited
(Registrant’s name)
333 North Bridge Road, #05-11
Odeon 333
Singapore 188721
+65 6911-8211
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
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: August 28, 2026 | ||
Exhibit 99.1
Noah Holdings Limited Announces Changes to the Board and Board Committees
SINGAPORE, August 28, 2026 /PRNewswire/ -- Noah Holdings Limited (the "Company" or "Noah") (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for global Chinese high-net-worth investors, today announced changes to its board of directors (the “Board”) and the composition of its Board committees.
Noah has appointed Ms. Tianjing Zhang as an independent director (a non-executive director for purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), effective August 29, 2026. Ms. Cynthia Jinhong Meng will retire as an independent director upon the expiration of the independent director agreement entered into between her and the Company at the end of August 28, 2026, after three years of service. Ms. Meng’s departure did not result from any disagreement with the Company and the Board expresses its sincere gratitude for her invaluable contribution during her tenure.
Mr. David Zhang has served as our independent director since June 2024 under applicable U.S. regulations, and, for purposes of the Hong Kong Listing Rules, a non-executive director. The Corporate Governance and Nominating Committee conducted a comprehensive assessment of the independence of Mr. David Zhang under Rule 3.13 of the Hong Kong Listing Rules, including the circumstances contemplated under Rules 3.13(3) and 3.13(7). In particular, they considered, among other matters, that the two-year cooling-off period contemplated under Rule 3.13(3) had expired before Mr. Zhang provided his confirmation of independence and that more than two and a half years had elapsed since he retired from Kirkland & Ellis in January 2024. They also considered that Mr. Zhang has not held any executive or management position within the Company or its subsidiaries and that his involvement has been limited to Board-level and Audit Committee oversight. After considering all relevant facts and circumstances and Mr. Zhang’s confirmation of independence, the Board and the Corporate Governance and Nominating Committee are satisfied that he is independent for purposes of Rule 3.13 of the Hong Kong Listing Rules and he has been re-designated as an independent Director under the Hong Kong Listing Rules, with effect from August 29, 2026. The Board is confident that Mr. Zhang’s expertise in cross-border securities offerings, U.S. and Hong Kong capital markets and dual-listed company governance will strengthen the Board’s independent oversight and committee functions.
In connection with Ms. Meng’s retirement and the appointment and/or re-designation described above, the Board has resolved to change the composition of its committees with effect from August 29, 2026. The Audit Committee shall comprise Ms. Xiangrong Li as Chairperson, Mr. David Zhang and Ms. Tianjing Zhang as members. The Compensation Committee shall comprise Ms. May Yihong Wu as Chairperson, Mr. Boquan He and Ms. Xiangrong Li as members. The Corporate Governance and Nominating Committee shall comprise Ms. Jingbo Wang as Chairperson, Ms. May Yihong Wu and Mr. David Zhang as members.
Ms. Tianjing Zhang has nearly two decades of experience in cross-border disputes, regulatory investigations, crisis management, compliance and international legal risk management. She has served as head of international business of HOZU Capital since May 2025, where she focuses on assessing and underwriting international arbitration and litigation matters and makes investment recommendations. From January 2012 to April 2025, Ms. Zhang practiced at Kirkland & Ellis International LLP and served as managing partner and chief representative of its Shanghai office before her resignation. During her tenure, she led the firm’s China cross-border dispute resolution and government, regulatory and investigations practice, representing global clients in complex multi-jurisdictional litigation and government-led and internal investigations. Before joining Kirkland & Ellis International LLP, she practiced at Holland & Knight LLP in San Francisco from April 2008 to December 2011, and appeared before U.S. federal and state courts.
Ms. Zhang holds a Juris Doctor degree from The University of Texas School of Law, a Master of Arts degree in political science (international relations) from Georgetown University and a Bachelor of Laws degree in international law from China Foreign Affairs University. She is admitted to practice law in the State of California, U.S. Ms. Zhang was named “Leading Lawyer of the Year” at The Legal 500 China Awards 2023 and has also been recognized by The Legal 500 Asia Pacific, Chambers and Partners and Benchmark Litigation Asia-Pacific.
Ms. Jingbo Wang, co-founder and chairwoman of Noah, commented "I would like to express my sincere gratitude to Ms. Meng for her contributions to Noah where her dedication and guidance was instrumental in strengthening our governance framework. I wish her all the best in her future endeavors. I'd also like to extend a warm welcome to Ms. Tianjing Zhang where I am confident her extensive legal and regulatory experience will prove invaluable in shaping our future strategic direction. I am also pleased that Mr. David Zhang has been re-designated as an independent director under the Hong Kong Listing Rules, reflecting the Board’s confidence in his independence and expertise. These changes strengthen the Board’s legal, regulatory, capital markets and corporate governance expertise, broaden its diversity of perspectives and reinforce our commitment to the highest standards of corporate governance."
ABOUT NOAH HOLDINGS LIMITED
Noah Holdings Limited (NYSE: NOAH and HKEX: 6686) is a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for global Chinese high-net-worth investors. Noah's American depositary shares, or ADSs, are listed on the New York Stock Exchange under the symbol "NOAH," and its shares are listed on the Main Board of the Hong Kong Stock Exchange under the stock code "6686." One ADS represents five ordinary shares, par value $0.00005 per share.
In the first half of 2026, Noah distributed RMB40.4 billion (US$6.0 billion) of investment products. Through Gopher Asset Management and Olive Asset Management, Noah had assets under management of RMB140.9 billion (US$20.8 billion) as of June 30, 2026.
Founded in 2005, the firm pioneered a business model combining wealth management and asset management and has continued to build its international platform over the years. As of June 30, 2026, Noah had 469,987 registered clients. The Company reports its operations under six business segments — Mainland China public securities (Noah Upright), Mainland China asset management (Gopher Asset Management), Mainland China insurance (Glory), International wealth management (ARK Wealth Management), International asset management (Olive Asset Management), and International insurance and comprehensive services (Glory Family Heritage) — plus headquarters. As of June 30, 2026, Noah had established branches and service capabilities across mainland China, Hong Kong, Singapore, Japan, and key U.S. markets, including New York, Los Angeles, and Silicon Valley, reflecting its international operating footprint.
For more information, please visit Noah's investor relations website at ir.noahgroup.com.
2
SAFE HARBOR STATEMENT
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. These statements include, but are not limited to, estimates regarding the sufficiency of Noah's cash and cash equivalents and liquidity risk. A number of factors could cause Noah's actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: its goals and strategies; its future business development, financial condition and results of operations; the expected growth of the wealth management and asset management market in China and internationally; its expectations regarding demand for and market acceptance of the products it distributes; investment risks associated with investment products distributed to Noah's investors, including the risk of default by counterparties or loss of value due to market or business conditions or misconduct by counterparties; its expectations regarding keeping and strengthening its relationships with key clients; relevant government policies and regulations relating to its industries; its ability to attract and retain qualified employees; its ability to stay abreast of market trends and technological advances; its plans to invest in research and development to enhance its product choices and service offerings; competition in its industries in China and internationally; general economic and business conditions in China; and its ability to effectively protect its intellectual property rights and not to infringe on the intellectual property rights of others. Further information regarding these and other risks is included in Noah's filings with the U.S. Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this press release and in the attachments is as of the date of this press release, and Noah does not undertake any obligation to update any such information, including forward-looking statements, as a result of new information, future events or otherwise, except as required under the applicable law.
SOURCE Noah Holdings Limited
3
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Noah Holdings
Noah Holdings Private Wealth and Asset Management Limited
諾亞控股私人財富資產管理有限公司
(Incorporated in the Cayman Islands with limited liability under the name Noah Holdings Limited and carrying on business in Hong Kong as Noah Holdings Private Wealth and Asset Management Limited)
(Stock Code: 6686)
CHANGE OF DIRECTORS AND
CHANGE IN THE COMPOSITION OF BOARD COMMITTEES
| The board (the “Board”) of directors (the “Director(s)”) of Noah Holdings Private Wealth and Asset Management Limited (the “Company”) hereby announces that: |
| (1) | Ms. Cynthia Jinhong Meng (孟晉紅) (“Ms. Meng”) will retire as an independent Director upon the expiration of the independent director agreement entered into between her and the Company at the end of August 28, 2026; |
| (2) | Mr. David Zhang (張彤) (“Mr. Zhang”), a non-executive Director, has been re-designated as an independent Director with effect from August 29, 2026; and |
| (3) | Ms. Tianjing Zhang (張天鏡) (“Ms. Zhang”) has been appointed as a non-executive Director under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) (the “Hong Kong Listing Rules”) and an independent Director under the rules and regulations of the New York Stock Exchange (the “NYSE Rules and Regulations”) with effect from August 29, 2026. |
| In connection with Ms. Meng’s retirement at the end of August 28, 2026 and the re-designation and appointment of the relevant Directors with effect from August 29, 2026, the Board has resolved, in accordance with the recommendation of the corporate governance and nominating committee of the Company (the “Corporate Governance and Nominating Committee”), to change the composition of the Board committees with effect from August 29, 2026. |
| 1 |
RETIREMENT OF AN INDEPENDENT DIRECTOR
Ms. Cynthia Jinhong Meng (孟晉紅), after three years of service, upon the expiration of the independent director agreement entered into between her and the Company, will retire as an independent Director at the end of August 28, 2026. Upon her retirement, Ms. Meng will cease to be a member of each of the audit committee of the Company (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the Corporate Governance and Nominating Committee at the end of August 28, 2026.
Ms. Meng has confirmed that she has no disagreement with the Board and there is no matter in relation to her retirement as an independent Director that should be brought to the attention of the shareholders of the Company (the “Shareholders”). Her retirement will not affect the operation of the Board and the Company. The Board would like to express its gratitude to Ms. Meng for her invaluable contributions to the Company during her tenure of office.
RE-DESIGNATION OF A NON-EXECUTIVE DIRECTOR AS AN INDEPENDENT DIRECTOR
Mr. Zhang, a non-executive Director, has been re-designated as an independent Director (the “Re-designation”), with effect from August 29, 2026. The biographical details of Mr. Zhang are as follows:
Mr. David Zhang (張彤), aged 63, has served as a non-executive Director under the Hong Kong Listing Rules and an independent Director under the NYSE Rules and Regulations since June 30, 2024. He is also a member of the Audit Committee.
Mr. Zhang has extensive experience representing Chinese issuers and leading investment banks in U.S. initial public offerings, Hong Kong initial public offerings and other Rule 144A and Regulation S offerings of equity, debt and convertible securities. Admitted to the practice of law in the State of New York, U.S. and based in Hong Kong, Mr. Zhang specializes in securities offerings and mergers and acquisitions (M&A) transactions. He has represented a number of leading private equity funds, multinational corporations and sovereign wealth funds in connection with their investments and M&A transactions in the Greater China region and Southeast Asia. In addition, Mr. Zhang has successfully guided China-based companies listed in the United States and Hong Kong through complex mission-critical moments, counselling leaders and boards of directors on high-stakes matters at the intersection of litigation, regulatory enforcement, reputation and public policy.
Mr. Zhang has been serving as an independent non-executive director of Fosun International Limited, the shares of which are listed on the Hong Kong Stock Exchange (stock code: 0656), since June 2012, an independent director of Morgan Stanley Securities (China) Co., Ltd. (摩根士丹利證券(中國)有限公司) since July 2024, an independent director of WeRide Inc., the shares of which are listed on the NASDAQ Stock Market (ticker symbol: WRD) and the Hong Kong Stock Exchange (stock code: 0800), since October 2024, and an independent director of GDS Holdings Limited, the shares of which are listed on the NASDAQ Stock Market (ticker symbol: GDS) and the Hong Kong Stock Exchange (stock code: 9698), since June 2026. He has also been a member of the board of trustees of Tulane University since February 2023. Mr. Zhang was a senior corporate partner at the Hong Kong office of Kirkland & Ellis, a leading international law firm, from which he retired in January 2024. Prior to joining Kirkland & Ellis in August 2011, Mr. Zhang was a partner of Latham & Watkins LLP, a leading international law firm, for eight years.
| 2 |
Mr. Zhang graduated from Beijing Foreign Studies University (北京外國語大學) in the PRC with a bachelor’s degree in September 1981 and received his Juris Doctor degree from Tulane University Law School in Louisiana, the United States in September 1991. He was rated as a top capital markets attorney by Chambers Global, The Legal 500 Asia Pacific, IFLR1000 and Chambers Asia Pacific on numerous occasions.
The Board considered and accepted the recommendation from the Corporate Governance and Nominating Committee to re-designate Mr. Zhang as an independent Director, after reviewing his independence, academic qualifications and work experience, among others.
As a result of the Re-designation, the Company and Mr. Zhang entered into an independent director agreement, with an initial term of three years from August 29, 2026, which is subject to the requirements in respect of retirement by rotation under the Hong Kong Listing Rules and re-election at the annual general meeting of the Company under the memorandum of association and articles of association of the Company (the “Articles”) and the Hong Kong Listing Rules. The Re-designation will not interrupt Mr. Zhang’s tenure as a director of the Company. The independent director agreement may be terminated by either party giving a 30-day prior written notice to the other party, or shorter period as the parties may agree upon. Mr. Zhang will receive a director’s fee of HK$500,000 per annum, which is determined by the Board upon recommendation from the Compensation Committee by reference to his academic and professional qualifications and work experience, among others, and may also receive additional benefits as the Board or its authorized person(s) shall in its absolute discretion deem appropriate for his term of appointment as an independent Director.
As of the date of this announcement, Mr. Zhang does not have any interests in any Shares or underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).
Mr. Zhang has confirmed that (i) save for the circumstances described below in relation to Rules 3.13(3) and 3.13(7) of the Hong Kong Listing Rules, he satisfies the other independence criteria set out in Rule 3.13 of the Hong Kong Listing Rules; (ii) other than his entitlement to Director’s fees, he has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Hong Kong Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of the Re-designation.
Independence under Rule 3.13(3)
Rule 3.13(3) of the Hong Kong Listing Rules provides that the independence of an independent non-executive director is more likely to be questioned if, among other things, he is or was a partner of a professional adviser which currently provides, or has within two years immediately prior to his proposed appointment provided, services to the listed issuer or its subsidiaries.
Kirkland & Ellis (“K&E”) currently provides certain legal services to the Group, and Mr. Zhang was formerly a partner of K&E before his retirement in January 2024. Accordingly, the circumstances contemplated under Rule 3.13(3) are applicable to Mr. Zhang.
| 3 |
In assessing Mr. Zhang’s independence, the Board and the Corporate Governance and Nominating Committee have taken into account that: (i) the two-year cooling-off period contemplated under Rule 3.13(3) had expired before Mr. Zhang provided his confirmation of independence and, as of the date of this announcement, more than two and a half years have elapsed since Mr. Zhang retired from K&E in January 2024; (ii) since his retirement, Mr. Zhang has had no continuing role or financial or other economic interest in K&E and has not been involved in any legal services provided by K&E to the Group; (iii) the professional fees paid or payable by the Group to K&E are not material to K&E and do not constitute a material portion of the Company’s overall professional advisory expenses; and (iv) Mr. Zhang will abstain from any Board or Board committee deliberation or decision relating specifically to K&E.
Having considered the above, the Board and the Corporate Governance and Nominating Committee are satisfied that Mr. Zhang’s former association with K&E does not impair his ability to exercise independent judgment.
Independence under Rule 3.13(7)
Rule 3.13(7) of the Hong Kong Listing Rules provides that the independence of an independent non-executive director is more likely to be questioned if he is, or has at any time during the two years immediately prior to his proposed appointment been, an executive or director, other than an independent non-executive director, of the listed issuer or certain related persons.
Mr. Zhang has served as a non-executive Director of the Company under the Hong Kong Listing Rules since June 30, 2024. Accordingly, Rule 3.13(7) is technically engaged by reason of his position as a non-executive Director before the Re-designation.
In assessing Mr. Zhang’s independence, the Board and the Corporate Governance and Nominating Committee have taken into account that: (i) his original classification as a non-executive Director under the Hong Kong Listing Rules resulted from the technical application of Rule 3.13(3) and not from any substantive concern regarding his independence, and he has concurrently served as an independent director of the Company under the NYSE Rules and Regulations; (ii) he has not held any executive or management position within the Group, participated in its day-to-day management or operations, assumed any management function or exercised any executive authority or control over the Company’s affairs; (iii) his involvement has been limited to Board-level and Audit Committee oversight, in which capacities he has consistently exercised objective judgment;
(iv) he was not nominated by, and does not represent, any controlling shareholder, substantial shareholder, investor or core connected person of the Company; and (v) he does not, and following the Re-designation will not, receive any remuneration from the Company apart from Director’s fees and has not been granted any equity-based or performance-linked incentives.
Having considered the above, the Board and the Corporate Governance and Nominating Committee are satisfied that Mr. Zhang’s prior service as a non-executive Director has not created any management involvement, shareholder allegiance, financial alignment or other relationship that would impair, or reasonably be perceived to impair, his independent judgment.
Taking into account all relevant facts and circumstances and Mr. Zhang’s confirmation of independence, the Board and the Corporate Governance and Nominating Committee are satisfied that Mr. Zhang is independent for the purposes of Rule 3.13 of the Hong Kong Listing Rules notwithstanding the circumstances contemplated under Rules 3.13(3) and 3.13(7).
| 4 |
The Hong Kong Stock Exchange has agreed with the view of the Board and the Corporate Governance and Nominating Committee that Mr. Zhang is independent to act as an independent Director under Rules 3.13(3) and 3.13(7) of the Hong Kong Listing Rules, based on the information provided. The Company considers that Mr. Zhang’s understanding of the Company’s business, financial reporting processes, internal control framework, dual-listing regulatory obligations and corporate governance matters, together with his extensive experience in U.S. and Hong Kong capital markets, securities offerings, mergers and acquisitions transactions, corporate governance and regulatory matters, will enable him to continue to contribute to the Board and its committees in an independent Director capacity.
Save as disclosed above, as of the date of this announcement, Mr. Zhang confirms that (i) he does not hold any other position with the Company or any other members of the Group, nor does he have any relationship with any other Directors, senior management, substantial shareholders or single largest group of shareholders (as defined in the Hong Kong Listing Rules) of the Company; and (ii) he has not held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
Save as disclosed above, there is no matter that needs to be brought to the attention of the Shareholders in connection with Mr. Zhang’s Re-designation as an independent Director, and the Board is not aware of any other information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
APPOINTMENT OF A NON-EXECUTIVE DIRECTOR
Ms. Zhang has been appointed as a non-executive Director under the Hong Kong Listing Rules and an independent Director under the NYSE Rules and Regulations with effect from August 29, 2026. The biographical details of Ms. Zhang are as follows:
Ms. Tianjing Zhang (張天鏡), aged 46, has nearly two decades of experience in cross-border disputes, regulatory investigations, crisis management, compliance and international legal risk management.
Ms. Zhang has been serving as head of international business of HOZU Capital since May 2025, where she assesses and underwrites international arbitration and litigation matters and makes investment recommendations. Prior to that, Ms. Zhang served at Kirkland & Ellis International LLP, a leading international law firm, from January 2012 to April 2025, where she successively served as an associate, a partner and the managing partner and chief representative of the Shanghai office. During her tenure, she led the firm’s China cross-border dispute resolution and government, regulatory and investigations practice, representing global clients in complex multi-jurisdictional litigation and government-led and internal investigations, and advising multinational corporations, private equity funds and wealth management firms on crisis response, compliance and cross-border legal risk management across the Asia-Pacific region. Before joining Kirkland & Ellis International LLP, Ms. Zhang worked as an associate at the San Francisco office of Holland & Knight LLP, a leading U.S. law firm, from April 2008 to December 2011, and appeared before U.S. federal and state courts.
| 5 |
Ms. Zhang obtained her Bachelor of Laws degree in international law from China Foreign Affairs University (外交學院) in Beijing, the PRC in July 2001, her Master of Arts degree in political science (international relations) from Georgetown University in Washington, D.C., the United States in May 2004, and her Juris Doctor degree from The University of Texas School of Law in Texas, the United States in May 2007. Ms. Zhang is admitted to the practice of law in the State of California, the United States Ms. Zhang was named “Leading Lawyer of the Year” at The Legal 500 China Awards 2023 and has also been recognized by The Legal 500 Asia Pacific, Chambers and Partners and Benchmark Litigation Asia-Pacific for her work in regulatory investigations, compliance, dispute resolution and white-collar crime.
The Board considered and accepted the recommendation from the Corporate Governance and Nominating Committee to appoint Ms. Zhang as a non-executive Director, after reviewing her academic qualifications and work experience, among others.
The Company and Ms. Zhang entered into a director agreement, with an initial term of three years from August 29, 2026, which is subject to the requirements in respect of retirement by rotation under the Hong Kong Listing Rules and re-election at the annual general meeting of the Company under the Articles and the Hong Kong Listing Rules, pursuant to which, Ms. Zhang shall hold office until the next annual general meeting of the Company and will be eligible for re-election at such meeting. The director agreement may be terminated by either party giving a 30-day prior written notice to the other party, or shorter period as the parties may agree upon. Ms. Zhang will receive a director’s fee of HK$500,000 per annum, which is determined by the Board upon recommendation from the Compensation Committee by reference to her academic and professional qualifications and work experience, among others, and may also receive additional benefits as the Board or its authorized person(s) shall in its absolute discretion deem appropriate for her term of appointment as a non-executive Director.
Save as disclosed above, as of the date of this announcement, Ms. Zhang confirms that (i) she does not hold any other position with the Company or any other members of the Group, nor does she have any relationship with any other Directors, senior management, substantial shareholders or single largest group of shareholders (as defined in the Hong Kong Listing Rules) of the Company; and (ii) she has not held any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
As of the date of this announcement, Ms. Zhang does not have any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no matter that needs to be brought to the attention of the Shareholders in connection with Ms. Zhang’s appointment as a non-executive Director, and the Board is not aware of any other information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
Ms. Zhang has obtained the legal advice referred to in Rule 3.09D of the Hong Kong Listing Rules prior to her appointment, and confirmed that she understood her obligations as a Director under the Hong Kong Listing Rules.
The Board would like to extend its warm welcome to Ms. Zhang on her appointment to the Board.
| 6 |
CHANGE IN COMPOSITION OF BOARD COMMITTEES
In connection with Ms. Meng’s retirement at the end of August 28, 2026 and the Re-designation and the appointment of Ms. Zhang with effect from August 29, 2026, the Board has resolved, in accordance with the recommendation of the Corporate Governance and Nominating Committee, that: (i) upon her retirement at the end of August 28, 2026, Ms. Meng will cease to be a member of each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee; and (ii) with effect from August 29, 2026, (a) Mr. Zhang will continue to serve as a member of the Audit Committee and will be appointed as a member of the Corporate Governance and Nominating Committee; (b) Ms. Zhang will be appointed as a member of the Audit Committee; and (c) Ms. Xiangrong Li (李向榮), an independent Director, will continue to serve as the chairwoman of the Audit Committee and will be appointed as a member of the Compensation Committee.
Following the above changes, with effect from August 29, 2026, the Corporate Governance and Nominating Committee will comprise Ms. Jingbo Wang (汪靜波), Ms. May Yihong Wu (吳亦泓) and Mr. Zhang and will therefore include Directors of different genders. Accordingly, with effect from August 29, 2026, the Company will fully comply with Code Provision B.3.5 of the Corporate Governance Code as set out in Appendix C1 of the Hong Kong Listing Rules, which requires an issuer to appoint at least one director of a different gender to its nomination committee.
| By order of the Board | |
| Noah Holdings Private Wealth and Asset Management Limited | |
| Jingbo Wang | |
| Chairwoman of the Board |
Hong Kong, August 28, 2026
As of the date of this announcement, the Board comprises Ms. Jingbo Wang, the chairwoman, and Mr. Zhe Yin as Directors; Ms. Chia-Yue Chang, Mr. Boquan He and Mr. David Zhang as non-executive Directors; and Ms. Xiangrong Li, Ms. May Yihong Wu and Ms. Cynthia Jinhong Meng as independent Directors.
| 7 |