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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
-
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020.
OR
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR - SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from | to |
Commission file number: 001-34936
NOAH HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Building 2, 1687 Changyang Road,
Shanghai 200090, People's Republic of China
(Address of principal executive offices)
Qing Pan, Chief Financial Officer
Noah Holdings Limited
Building 2, 1687 Changyang Road,
Shanghai 200090, People's Republic of China
Phone: (86) 21 8035 9221
Facsimile: (86) 21 8035 9641
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
American depositary shares, two of which represent | NOAH | New York Stock Exchange | ||
one Class A ordinary share, par value US$0.0005 per share | ||||
Class A ordinary shares, par value US$0.0005 per share* |
(Title of Each Class and Name of Each Exchange on Which Registered)
-
Not for trading, but only in connection with the listing on the New York Stock Exchange of the American depositary shares
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
NONE
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 22,773,542 Class A ordinary shares issued, par value US$0.0005 per share, and 8,315,000 Class B ordinary shares issued, par value US$0.0005 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15) (d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
- Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
- The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes‐Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Yes ☐ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as issued | Other ☐ |
by the International Accounting Standards Board ☐ | ||
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to | ||
follow: ☐ Item 17 | ☐ Item 18 | |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes | ☒ No | |
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) |
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
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TABLE OF CONTENTS | ||
INTRODUCTION | 1 | |
FORWARD-LOOKING STATEMENTS | 2 | |
PART I | 3 | |
Item 1. | Identity of Directors, Senior Management and Advisers | 3 |
Item 2. | Offer Statistics and Expected Timetable | 3 |
Item 3. | Key Information | 3 |
Item 4. | Information on the Company | 43 |
Item 4A. | Unresolved Staff Comments | 88 |
Item 5. | Operating and Financial Review and Prospects | 88 |
Item 6. | Directors, Senior Management and Employees | 117 |
Item 7. | Major Shareholders and Related Party Transactions | 129 |
Item 8. | Financial Information | 131 |
Item 9. | The Offer and Listing | 133 |
Item 10. | Additional Information | 134 |
Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 145 |
Item 12. | Description of Securities Other than Equity Securities | 146 |
PART II | 148 | |
Item 13. | Defaults, Dividend Arrearages and Delinquencies | 148 |
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 148 |
Item 15. | Controls and Procedures | 148 |
Item 16. | Reserved | 150 |
Item 16A. | Audit Committee Financial Expert | 150 |
Item 16B. | Code of Ethics | 150 |
Item 16C. | Principal Accountant Fees and Services | 151 |
Item 16D. | Exemptions from the Listing Standards for Audit Committees | 151 |
Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 151 |
Item 16F. | Change in Registrant's Certifying Accountant | 151 |
Item 16G. | Corporate Governance | 152 |
Item 16H. | Mine Safety Disclosure | 152 |
PART III | 152 | |
Item 17. | Financial Statements | 152 |
Item 18. | Financial Statements | 152 |
Item 19. | Exhibits | 152 |
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INTRODUCTION
Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:
- "active clients" for a given period refer to registered clients who obtain investment products distributed or provided by us during that given period, excluding clients in our lending and other businesses segment;
- "ADSs" refer to our American depositary shares, two of which represent one Class A ordinary share;
- "assets under management" or "AUM" refers to the amount of capital commitments made by investors to the funds we provide continuous management services without adjustment for any gain or loss from investment, for which we are entitled to receive recurring service fees or performance-based income, except for public securities investments. For pubic securities investments, the "assets under management" or "AUM" refers to the net asset value of the investments we manage, for which we are entitled to receive recurring service fees and performance-based income;
- "China" or the "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;
- "Class A ordinary shares" refer to our Class A ordinary shares, par value US$0.0005 per share;
- "Class B ordinary shares" refer to our Class B ordinary shares, par value US$0.0005 per share;
- "high net worth individuals" refer to individuals with investable financial assets of no less than RMB6 million;
- "investment products" refer to products we distribute to clients, such as public securities products, private equity products, credit products and insurance products;
- "mass affluent individuals" refer to the high end of the mass market, or individuals with RMB500,000 to RMB6 million of investable financial assets.
- "NYSE" refers to the New York Stock Exchange;
- "ordinary shares" refer to our ordinary shares, which include both Class A ordinary shares and Class B ordinary shares, par value US$0.0005 per share;
- "private funds" refer to investment funds which raise capital through non-public offerings of funds targeting qualified investors;
- "registered clients" refer to clients who have finished our preliminary know-your-customer and anti-money laundering review process, but may or may not have purchased any products with us;
- "RMB" or "Renminbi" refers to the legal currency of China;
- "transaction value" refers to the aggregate value of the investment products we distribute during a given period;
- "variable interest entity" or "VIE" refers to our variable interest entities in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries.
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Unless the context indicates otherwise, each of "we," "us," "our company," "our," and "Noah" refer to Noah Holdings Limited, its subsidiaries and variable interest entity and the variable interest entity's subsidiaries. Unless otherwise noted, all translations from RMB to U.S. dollars ("USD" or "US$") are made at a rate of RMB6.5250 to US$1.00, the effective noon buying rate for December 31, 2020 as set forth in the H.10 statistical release of the Federal Reserve Board.
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include:
- our goals and strategies;
- our future business development, financial condition and results of operations;
- the expected growth of the industries in which we operate;
- our expectations regarding demand for and market acceptance of the products and services we distribute, manage or offer;
- our expectations regarding keeping and strengthening our relationships with product providers;
- relevant government policies and regulations relating to the industries in which we operate;
- our ability to attract and retain qualified employees;
- our ability to stay abreast of market trends and technological advances;
- our plans to invest in research and development to enhance our product choices and service offerings;
- competition in the industries in which we operate;
- general economic and business conditions in China and internationally;
- our ability to obtain certain licenses and permits necessary to operate and expand our businesses; and
- our ability to effectively protect our intellectual property rights and not infringe on the intellectual property rights of others.
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Noah Holdings Limited published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 11:53:02 UTC.