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 April 2026
Commission File Number: 001-34936
Noah Holdings Limited
(Registrant’s name)
No. 1226, South Shenbin Road, Minhang District,
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
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: April 10, 2026 | ||
| FF301 Page 1 of 10 v 1.2.1 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 March 2026 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Noah Holdings Private Wealth and Asset Management Limited Date Submitted: 09 April 2026 I. Movements in Authorised / Registered Share Capital 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06686 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 1,000,000,000 USD 0.00005 USD 50,000 Increase / decrease (-) USD Balance at close of the month 1,000,000,000 USD 0.00005 USD 50,000 Total authorised/registered share capital at the end of the month: USD 50,000 |
| FF301 Page 2 of 10 v 1.2.1 II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06686 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 335,258,287 0 335,258,287 Increase / decrease (-) 1,975,650 0 Balance at close of the month 337,233,937 0 337,233,937 Public float sufficiency confirmation (Note 4) Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month: ✔ the applicable public float requirement (see below) has been complied with the applicable public float requirement (see below) has not been complied with The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is: Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares) Additional information |
| FF301 Page 3 of 10 v 1.2.1 III. Details of Movements in Issued Shares and/or Treasury Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06686 Description Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month Number of new shares issued during the month pursuant thereto (A1) Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month 1). 2022 Share Incentive Plan - share options 0 0 0 0 0 15,572,625 General Meeting approval date (if applicable) Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1) Decrease in treasury shares: 0 Ordinary shares (AA2) Total funds raised during the month from exercise of options: Remarks: The scheme mandate limit under the 2022 Share Incentive Plan is 3,000,000 ordinary shares (30,000,000 ordinary shares after share subdivision), which shall be applicable to options (as set out above) and share appreciation rights and Other Awards (as set out in Section III(D) of this monthly return) of the Company. The information under "The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month" represents the maximum number of the shares may be issued upon exercise of all share options to be granted under the 2022 Share Incentive Plan at close of the month. |
| FF301 Page 4 of 10 v 1.2.1 (B). Warrants to Issue Shares of the Issuer Not applicable |
| FF301 Page 5 of 10 v 1.2.1 (C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
| FF301 Page 6 of 10 v 1.2.1 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06686 Description Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month 1). 2022 Share Incentive Plan - other than share options 16 December 2022 1,975,650 0 3,977,265 2). RSU Plan 0 0 15,373,813 Increase in issued shares (excluding treasury shares): 1,975,650 Ordinary shares (DD1) Decrease in treasury shares: 0 Ordinary shares (DD2) Remarks: (1) Under the 2022 Share Incentive Plan, the option, share appreciation rights, restricted share unit award, restricted share award, dividend equivalent award, and share payment award are collectively referred to as the “Awards”. The Awards other than the option and the share appreciation rights are collectively referred to as the “Other Awards”, the details of which may refer to the circular of the Company dated November 14, 2022. (2) The scheme mandate limit under the 2022 Share Incentive Plan is 3,000,000 ordinary shares (30,000,000 ordinary shares after share subdivision), which shall be applicable to options (as set out in Section III(A) of this monthly return), share appreciation rights and Other Awards of the Company. (3) RSU Plan refers to the plan under which the Company has granted restricted share units (the "RSUs") to certain clients who accepted the Settlement Plans (as defined in the 2024 annual report) relating to the Camsing Incident, including the RSUs granted prior to the Company's listing on The Stock Exchange of Hong Kong Limited as well as those granted post-listing and up to the month end as indicated in this submission. |
| FF301 Page 7 of 10 v 1.2.1 (E). Other Movements in Issued Shares and/or Treasury Shares 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes Stock code (if listed) 06686 Description Events At price (if applicable) Currency Amount Date of event (Note 2) General Meeting approval date (if applicable) Increase/ decrease (-) in issued shares (excluding treasury shares) during the month pursuant thereto (E1) Increase/ decrease (-) in treasury shares during the month pursuant thereto (E2) Number of shares redeemed or repurchased for cancellation but not yet cancelled as at close of the month (Note 3) 1). Repurchase of shares (shares repurchased for cancellation but not yet cancelled) 12 June 2025 -8,373,355 Increase/ decrease (-) in issued shares (excluding treasury shares): Ordinary shares (EE1) Increase/ decrease (-) in treasury shares: Ordinary shares (EE2) Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 1,975,650 Ordinary shares Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 Ordinary shares Remarks: The Company repurchased for cancellation 1,674,671 ADSs (equivalent to 8,373,355 ordinary shares) on the New York Stock Exchange from December 23, 2025 (U.S. Eastern Time) to March 31, 2026 (U.S. Eastern Time), for which the weighted average repurchase prices ranged from US$9.876 to US$12.000 per ADS, or ranged from US$1.975 to US$2.400 per ordinary share (one ADS represents five ordinary shares). Such ADSs have yet been cancelled as at the month end as indicated in this submission. |
| FF301 Page 8 of 10 v 1.2.1 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301 Page 9 of 10 v 1.2.1 V. Confirmations 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 of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, 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 requirements and, insofar as applicable: (Note 5) (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 6); (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 been made with all other legal requirements; (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; (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 consideration for all such property has been duly satisfied; and (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 Registrar of Companies. Submitted by: Jingbo Wang Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF301 Page 10 of 10 v 1.2.1 Notes 1. The Exchange refers to The Stock Exchange of Hong Kong Limited. 2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date". In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury". 3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. 4. "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure. 5. 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. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. 6. “Identical” means in this context: ． the securities are of the same nominal value with the same amount called up or paid up; ． 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 exactly the same sum (gross and net); and ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 1 of 16 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: Noah Holdings Private Wealth and Asset Management Limited Date Submitted: 09 April 2026 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 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 Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 06686 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 07 April 2026 337,233,937 0 337,233,937 1). Other (please specify) See Part B Date of changes 08 April 2026 % Closing balance as at (Notes 5 and 6) 08 April 2026 337,233,937 0 337,233,937 |
| FF305 Page 2 of 16 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,267 ADSs (representing 141,335 ordinary shares) on the New York Stock Exchange on December 23, 2025 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 23 December 2025 141,335 0.043 % USD 1.975 2). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 299 ADSs (representing 1,495 ordinary shares) on the New York Stock Exchange on December 24, 2025 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 24 December 2025 1,495 0.0004 % USD 1.997 3). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 1,893 ADSs (representing 9,465 ordinary shares) on the New York Stock Exchange on December 26, 2025 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 26 December 2025 9,465 0.0028 % USD 1.998 4). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,577 ADSs (representing 142,885 ordinary shares) on the New York Stock Exchange on December 29, 2025 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 29 December 2025 142,885 0.043 % USD 1.999 5). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,918 ADSs (representing 144,590 ordinary shares) on the New York Stock Exchange on January 2, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 02 January 2026 144,590 0.0431 % USD 2.101 6). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,606 ADSs (representing 123,030 ordinary shares) on the New York Stock Exchange on January 5, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 05 January 2026 123,030 0.0367 % USD 2.243 7). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,674 ADSs (representing 123,370 ordinary shares) on the New York Stock Exchange on January 6, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 06 January 2026 123,370 0.0368 % USD 2.216 |
| FF305 Page 3 of 16 v 1.3.0 8). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,499 ADSs (representing 122,495 ordinary shares) on the New York Stock Exchange on January 7, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 07 January 2026 122,495 0.0365 % USD 2.226 9). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,715 ADSs (representing 123,575 ordinary shares) on the New York Stock Exchange on January 8, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 08 January 2026 123,575 0.0369 % USD 2.225 10). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,715 ADSs (representing 123,575 ordinary shares) on the New York Stock Exchange on January 9, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 09 January 2026 123,575 0.0369 % USD 2.185 11). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 25,561 ADSs (representing 127,805 ordinary shares) on the New York Stock Exchange on January 12, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 12 January 2026 127,805 0.0381 % USD 2.237 12). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 25,561 ADSs (representing 127,805 ordinary shares) on the New York Stock Exchange on January 13, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 13 January 2026 127,805 0.0381 % USD 2.236 13). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 25,561 ADSs (representing 127,805 ordinary shares) on the New York Stock Exchange on January 14, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 14 January 2026 127,805 0.0381 % USD 2.24 14). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 24,716 ADSs (representing 123,580 ordinary shares) on the New York Stock Exchange on January 15, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 15 January 2026 123,580 0.0369 % USD 2.242 |
| FF305 Page 4 of 16 v 1.3.0 15). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 25,561 ADSs (representing 127,805 ordinary shares) on the New York Stock Exchange on January 16, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 16 January 2026 127,805 0.0381 % USD 2.255 16). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,013 ADSs (representing 140,065 ordinary shares) on the New York Stock Exchange on January 20, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 20 January 2026 140,065 0.0418 % USD 2.256 17). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,013 ADSs (representing 140,065 ordinary shares) on the New York Stock Exchange on January 21, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 21 January 2026 140,065 0.0418 % USD 2.276 18). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 27,868 ADSs (representing 139,340 ordinary shares) on the New York Stock Exchange on January 22, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 22 January 2026 139,340 0.0416 % USD 2.313 19). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 27,822 ADSs (representing 139,110 ordinary shares) on the New York Stock Exchange on January 23, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 23 January 2026 139,110 0.0415 % USD 2.341 20). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,928 ADSs (representing 144,640 ordinary shares) on the New York Stock Exchange on January 26, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 26 January 2026 144,640 0.0431 % USD 2.312 21). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,928 ADSs (representing 144,640 ordinary shares) on the New York Stock Exchange on January 27, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 27 January 2026 144,640 0.0431 % USD 2.311 |
| FF305 Page 5 of 16 v 1.3.0 22). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,812 ADSs (representing 144,060 ordinary shares) on the New York Stock Exchange on January 28, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 28 January 2026 144,060 0.043 % USD 2.313 23). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,928 ADSs (representing 144,640 ordinary shares) on the New York Stock Exchange on January 29, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 29 January 2026 144,640 0.0431 % USD 2.329 24). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 28,928 ADSs (representing 144,640 ordinary shares) on the New York Stock Exchange on January 30, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 30 January 2026 144,640 0.0431 % USD 2.38 25). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 30,437 ADSs (representing 152,185 ordinary shares) on the New York Stock Exchange on February 02, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 02 February 2026 152,185 0.0454 % USD 2.36 26). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 30,297 ADSs (representing 151,485 ordinary shares) on the New York Stock Exchange on February 03, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 03 February 2026 151,485 0.0452 % USD 2.335 27). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 30,437 ADSs (representing 152,185 ordinary shares) on the New York Stock Exchange on February 04, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 04 February 2026 152,185 0.0454 % USD 2.309 28). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 30,437 ADSs (representing 152,185 ordinary shares) on the New York Stock Exchange on February 05, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 05 February 2026 152,185 0.0454 % USD 2.263 |
| FF305 Page 6 of 16 v 1.3.0 29). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 30,437 ADSs (representing 152,185 ordinary shares) on the New York Stock Exchange on February 06, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 06 February 2026 152,185 0.0454 % USD 2.316 30). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 9,843 ADSs (representing 49,215 ordinary shares) on the New York Stock Exchange on February 09, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 09 February 2026 49,215 0.0147 % USD 2.392 31). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 11,610 ADSs (representing 58,050 ordinary shares) on the New York Stock Exchange on February 10, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 10 February 2026 58,050 0.0173 % USD 2.387 32). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 6,990 ADSs (representing 34,950 ordinary shares) on the New York Stock Exchange on February 11, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 11 February 2026 34,950 0.0104 % USD 2.4 33). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 14,596 ADSs (representing 72,980 ordinary shares) on the New York Stock Exchange on February 12, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 12 February 2026 72,980 0.0218 % USD 2.395 34). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 31,606 ADSs (representing 158,030 ordinary shares) on the New York Stock Exchange on February 13, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 13 February 2026 158,030 0.0471 % USD 2.393 35). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 8,731 ADSs (representing 43,655 ordinary shares) on the New York Stock Exchange on February 17, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 17 February 2026 43,655 0.013 % USD 2.392 |
| FF305 Page 7 of 16 v 1.3.0 36). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,140 ADSs (representing 165,700 ordinary shares) on the New York Stock Exchange on February 19, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 19 February 2026 165,700 0.0494 % USD 2.393 37). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 3,207 ADSs (representing 16,035 ordinary shares) on the New York Stock Exchange on February 20, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 20 February 2026 16,035 0.0048 % USD 2.398 38). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,234 ADSs (representing 166,170 ordinary shares) on the New York Stock Exchange on February 23, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 23 February 2026 166,170 0.0496 % USD 2.382 39). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 2,757 ADSs (representing 13,785 ordinary shares) on the New York Stock Exchange on February 24, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 24 February 2026 13,785 0.0041 % USD 2.396 40). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 101 ADSs (representing 505 ordinary shares) on the New York Stock Exchange on February 25, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 25 February 2026 505 0.0002 % USD 2.4 41). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 16,033 ADSs (representing 80,165 ordinary shares) on the New York Stock Exchange on February 26, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 26 February 2026 80,165 0.0239 % USD 2.398 42). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,234 ADSs (representing 166,170 ordinary shares) on the New York Stock Exchange on February 27, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 27 February 2026 166,170 0.0496 % USD 2.387 |
| FF305 Page 8 of 16 v 1.3.0 43). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,896 ADSs (representing 169,480 ordinary shares) on the New York Stock Exchange on March 02, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 02 March 2026 169,480 0.0506 % USD 2.36 44). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,896 ADSs (representing 169,480 ordinary shares) on the New York Stock Exchange on March 03, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 03 March 2026 169,480 0.0506 % USD 2.268 45). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,896 ADSs (representing 169,480 ordinary shares) on the New York Stock Exchange on March 04, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 04 March 2026 169,480 0.0506 % USD 2.307 46). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,896 ADSs (representing 169,480 ordinary shares) on the New York Stock Exchange on March 05, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 05 March 2026 169,480 0.0506 % USD 2.287 47). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,896 ADSs (representing 169,480 ordinary shares) on the New York Stock Exchange on March 06, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 06 March 2026 169,480 0.0506 % USD 2.305 48). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 34,130 ADSs (representing 170,650 ordinary shares) on the New York Stock Exchange on March 09, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 09 March 2026 170,650 0.0509 % USD 2.295 49). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 34,130 ADSs (representing 170,650 ordinary shares) on the New York Stock Exchange on March 10, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 10 March 2026 170,650 0.0509 % USD 2.362 |
| FF305 Page 9 of 16 v 1.3.0 50). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 34,130 ADSs (representing 170,650 ordinary shares) on the New York Stock Exchange on March 11, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 11 March 2026 170,650 0.0509 % USD 2.35 51). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 34,130 ADSs (representing 170,650 ordinary shares) on the New York Stock Exchange on March 12, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 12 March 2026 170,650 0.0509 % USD 2.311 52). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 33,572 ADSs (representing 167,860 ordinary shares) on the New York Stock Exchange on March 13, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 13 March 2026 167,860 0.0501 % USD 2.295 53). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 32,504 ADSs (representing 162,520 ordinary shares) on the New York Stock Exchange on March 16, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 16 March 2026 162,520 0.0485 % USD 2.286 54). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 32,504 ADSs (representing 162,520 ordinary shares) on the New York Stock Exchange on March 17, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 17 March 2026 162,520 0.0485 % USD 2.336 55). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 32,504 ADSs (representing 162,520 ordinary shares) on the New York Stock Exchange on March 18, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 18 March 2026 162,520 0.0485 % USD 2.314 56). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 32,504 ADSs (representing 162,520 ordinary shares) on the New York Stock Exchange on March 19, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 19 March 2026 162,520 0.0485 % USD 2.279 |
| FF305 Page 10 of 16 v 1.3.0 57). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 32,256 ADSs (representing 161,280 ordinary shares) on the New York Stock Exchange on March 20, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 20 March 2026 161,280 0.0481 % USD 2.278 58). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 31,238 ADSs (representing 156,190 ordinary shares) on the New York Stock Exchange on March 23, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 23 March 2026 156,190 0.0466 % USD 2.293 59). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 31,817 ADSs (representing 159,085 ordinary shares) on the New York Stock Exchange on March 24, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 24 March 2026 159,085 0.0475 % USD 2.296 60). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 31,817 ADSs (representing 159,085 ordinary shares) on the New York Stock Exchange on March 25, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 25 March 2026 159,085 0.0475 % USD 2.256 61). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 31,817 ADSs (representing 159,085 ordinary shares) on the New York Stock Exchange on March 26, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 26 March 2026 159,085 0.0475 % USD 2.038 62). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 4,356 ADSs (representing 21,780 ordinary shares) on the New York Stock Exchange on March 27, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 27 March 2026 21,780 0.0065 % USD 1.995 63). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 45,146 ADSs (representing 225,730 ordinary shares) on the New York Stock Exchange on March 30, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 30 March 2026 225,730 0.0673 % USD 1.996 |
| FF305 Page 11 of 16 v 1.3.0 64). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 45,146 ADSs (representing 225,730 ordinary shares) on the New York Stock Exchange on March 31, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 31 March 2026 225,730 0.0669 % USD 1.986 65). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 139 ADSs (representing 695 ordinary shares) on the New York Stock Exchange on April 1, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 01 April 2026 695 0.0002 % USD 1.998 66). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 45,146 ADSs (representing 225,730 ordinary shares) on the New York Stock Exchange on April 02, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 02 April 2026 225,730 0.0669 % USD 1.994 67). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 29,375 ADSs (representing 146,875 ordinary shares) on the New York Stock Exchange on April 06, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 06 April 2026 146,875 0.0436 % USD 1.998 68). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 49,056 ADSs (representing 245,280 ordinary shares) on the New York Stock Exchange on April 07, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 07 April 2026 245,280 0.0727 % USD 1.989 69). Shares repurchased for cancellation but not yet cancelled, referring to repurchase of 1,982 ADSs (representing 9,910 ordinary shares) on the New York Stock Exchange on April 08, 2026 (U.S. Eastern Time) under the repurchase mandate granted on the annual general meeting held on June 12, 2025 Date of changes 08 April 2026 9,910 0.0029 % USD 2 Remarks: (1) The Company repurchased 1,982 ADSs (equivalent to 9,910 ordinary shares) on the New York Stock Exchange on April 8, 2026 (U.S. Eastern Time), for which the weighted average repurchase price was US$10.000 per ADS, or US$2.000 per share (one ADS represents five ordinary shares). (2) The dates of changes, as well as the dates for the opening balance and the closing balance, are all based on U.S. Eastern Time. |
| FF305 Page 12 of 16 v 1.3.0 Confirmation 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 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 requirements and, insofar as applicable: (Note 7) (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; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (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 been made with all other legal requirements; (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; (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 consideration for all such property has been duly satisfied; and (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 Registrar of Companies. Notes to Section I: 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 Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 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 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 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 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 notes, these must be disclosed as 2 separate categories. 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 shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 13 of 16 v 1.3.0 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”. 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. 5. The closing balance date is the date of the last relevant event being disclosed. 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 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. 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 at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 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. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - 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 exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 14 of 16 v 1.3.0 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). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 06686 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 08 April 2026 9,910 On another stock exchange New York Stock Exchange USD 2 USD 2 USD 19,820 Total number of shares repurchased 9,910 Aggregate price paid $ USD 19,820 Number of shares repurchased for cancellation 9,910 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 33,077,814 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 9,001,845 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 2.721 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 08 May 2026 |
| FF305 Page 15 of 16 v 1.3.0 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated April 25, 2025 which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 16 of 16 v 1.3.0 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 under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Jingbo Wang (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
