[SUBJECT TO COMPLETION, DATED , 2010 PROSPECTUS American Depositary Shares NOAH HOLDINGS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling ADS. Each ADS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to an aggregate of] [Company No.: CF-190307 THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOAH HOLDINGS LIMITED (as adopted by special resolution passed on June 30, 2010) 1. The name of the Company is NOAH HOLDINGS LIMITED. 2. The registered office of the Company shall be at the offices of] [Execution Copy AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among NOAH HOLDINGS LIMITED SHANGHAI NOAH RONGYAO INVESTMENT CONSULTING CO., LTD. SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. Founder Ordinary Shareholders Other Ordinary Shareholders Founders Non-Founders and Investors dated as of June 30, 2010 TABLE OF CONTENTS Page No. 1.INFORMATION RIGHTS; BOARD REPRESENTATION 1 2.REGISTRATION RIGHTS 3 3.RIGHT OF PARTICIPATION 15 4.TRANSFER] [Our ref RDS\658613\4048757v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120, People’s Republic of China 20 October 2010 Dear Sirs Noah Holdings Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Noah Holdings Limited (the “ 1 Documents Reviewed] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] October 20, 2010 Noah Holdings Limited 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China American Depositary Shares of Noah Holdings Limited (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings] [NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN NOAH HOLDINGS LIMITED SHARE INCENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan, save where the context otherwise requires, the following expressions have the respective meanings set forth opposite them: “Adoption Date” August 19, 2008; “Auditors” the auditors for the time being of the Company; “Board” the board of directors of the Company] [FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and] [Execution copy Exclusive Option Agreement THIS EXCLUSIVE OPTION AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A: Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B: Name Address ID Number WANG Jingbo] [EXECUTION VERSION Dated: September 3, 2007 EXCLUSIVE SUPPORT SERVICES CONTRACT Between SHANGHAI NOAH INVESTMENT MANAGEMENT CO., LTD. And SHANGHAI FUZHOU INVESTMENT CONSULTING CO., LTD. CONTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE 5 4. RESPONSIBILITIES OF THE PARTIES 6 5. 9 6. TERM AND TERMINATION OF] [Form of Power of Attorney Shanghai Fuzhou Investment Consulting Co., Ltd. I, , a citizen of the People’s Republic of China (“China”) with Chinese Identification Card No. , and a holder of % of the entire shares of Shanghai Noah Investment Management Co., Ltd. (“Shanghai Noah”) (“My Shareholding”), hereby irrevocably authorize Shanghai Fuzhou is hereby authorized to act on behalf] [Execution Copy Share Pledge Agreement THIS SHARE PLEDGE AGREEMENT (this “Agreement”) is made on September 3, 2007, in Shanghai, the People’s Republic of China, by and among: Party A (the “Pledgee”): Shanghai Fuzhou Investment Consulting Co., Ltd. Legal address: 9th Floor, Jinsui Mansion, No. 379 South Pudong Road Pudong New Area, Shanghai 200120, China Party B (the “Pledgor”): Name Address] [Entrust Loan Agreement Jingbo Wang (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Zhe Yin (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Boquan He (“Party A”) Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree as follows:] [Entrust Loan Agreement Borrower: Yan Wei (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Qianghua Yan (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [Entrust Loan Agreement Borrower: Xinjun Zhang (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Whereas, Shanghai Noah Rongyao Investment Consulting Co., Ltd. (the “Entrusting Party”) has entered into an entrusting agreement on June 25, 2009 (the “Entrusting Agreement”), under which Party B is entrusted to grant loan to Party A, Party A and Party B hereby agree] [List of Subsidiaries of Noah Holdings Limited Name Jurisdiction of Incorporation Affiliate Relationship with Shanghai Noah Rongyao Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Noah Wealth Management Consulting Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investment Consulting Co., Ltd. China Wholly-owned subsidiary Tianjin Gefei Asset Management Co., Ltd. China Wholly-owned subsidiary Shanghai Noah Investment Management Co., Ltd China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 26, 2010 relating to the financial statements and financial statement schedule of Noah Holdings Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the] [CONSENT OF BEIJING HEADING CENTURY CONSULTING CO., LTD. October 18, 2010 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Registration Statement Company SEC SEC Filings Beijing Heading Century Consulting Co., Ltd. hereby consents to references to its name in the registration statement on Form F-1] [Noah Holdings Limited Code of Business Conduct and Ethics I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the] [EGAL PINION L To: NOAH HOLDINGS LIMITED 6/F, Times Finance Center No. 68 Middle Yincheng Road, Pudong Shanghai, 200120 The People’s Republic of China October 20, 2010 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Registration Statement SEC Prospectus ADSs We act as the PRC counsel to Noah Holdings]