[SUBJECT TOMPLETION,TED , 2010 PROSPECTUS American Depositary Shares NOAHS LIMITED Representing Ordinary Shares This is the initial public offering of American depositary shares, orSs, of Noahs Limited. We are sellingS. EachS represents ordinary shares, par value $0.0005 per share. We have granted the underwriters an option to purchase up to angregate ofditionalSs tover over-allotments.] [Company No.: CF-190307 THEMPANIES LAW (2009 REVISION) STYLE="font-family:Times New Roman" SIZE="2"> OF THEYMAN ISLANDSMPANY LIMITED BY SHARES STYLE="font-family:Times New Roman" SIZE="2">THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">(asopted byecial resolution passed on June30, 2010) 1. The name of thempany is NOAHS LIMITED.] [Executionpy AMENDED AND RESTATED SHAREHOLDERSREEMENT STYLE="font-family:Times New Roman" SIZE="2"> by and among NOAHS LIMITED STYLE="font-family:Times New Roman" SIZE="2">SHANGHAI NOAH RONGYAO INVESTMENTNSULTING SHANGHAI NOAH INVESTMENT MANAGEMENT Founder Ordinary Shareholders STYLE="font-family:Times New Roman" SIZE="2">Other Ordinary Shareholders Founders Non-Founders and Investorsted of June 30, 2010] [Our ref RDS\658613\4048757v3 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120, Peoples Republic of China 20October 2010 STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs Noahs Limitedmpany Registration StatementSs Shares STYLE="font-family:Times New Roman" SIZE="2">We have actedyman Islands legalvisers to Noahs Limited (the] [[LETTERHEAD OFADDEN, ARPS, SLATE, MEAGHER& FLOM] October20, 2010 Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> 6/F, Times Finance Center No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China American Depositary Shares of Noahs Limited (thempany) Re: Ladies and Gentlemen: Innnection with rendering the opinion set forth below, we have examined and relied on] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement] [NOAHS LIMITED SHAREENTIVE PLAN NOAHS LIMITED SHAREENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION (A) In this Plan,ve where thentext otherwise requires, the following expressions have the respective meanings set forth opposite them:optionte August19, 2008; Auditors the auditors for the time being of thempany;] [FORM OF INDEMNIFICATIONREEMENT FOR DIRECTORS AND OFFICERSreementmpany Indemnitee THIS INDEMNIFICATIONREEMENT (this WHEREAS, the Indemnitee hasreed to serve a director/an executive officer of thempany and in suchpacity will render valuable services to thempany; and Board of Directors WHEREAS, in order to induce and encourage highly experienced andpable persons such the Indemnitee to serve directors/executive officers of] [FORM OF EMPLOYMENTREEMENTreementmpany Executive STYLE="font-family:Times New Roman" SIZE="2">This EMPLOYMENTREEMENT (the RECITALS STYLE="font-family:Times New Roman" SIZE="2">A. Thempany desires to employ the Executive and tosure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by thempany during the term of Employment and under the] [Executionpy Exclusive Optionreement STYLE="font-family:Times New Roman" SIZE="2"> THIS EXCLUSIVE OPTIONREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: PartyA: Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [EXECUTION VERSIONted: September3, 2007 EXCLUSIVE SUPPORT SERVICESNTRACT STYLE="font-family:Times New Roman" SIZE="2"> Between SHANGHAI NOAH INVESTMENT MANAGEMENT STYLE="font-family:Times New Roman" SIZE="2">And SHANGHAI FUZHOU INVESTMENTNSULTINGNTENTS 1. DEFINITIONS 2 2. EXCLUSIVE SUPPORT SERVICES, BUSINESS OPERATION AND INTELLECTUAL PROPERTY RIGHT LICENSES 3 3. SERVICES FEE AND LICENSE FEE] [Form of Power of Attorney Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">I, , a citizen of the Peoples Republic of China (China) with Chinese Identificationrd No. , and a holder of % of the entire shares of Shanghai Noah Investment Management (Shanghai Noah) (My Shareholding), hereby irrevocably authorize] [Executionpy Share Pledgereement STYLE="font-family:Times New Roman" SIZE="2"> THIS SHARE PLEDGEREEMENT (thisreement) is made on September3, 2007, in Shanghai, the Peoples Republic of China, by and among: Party A (the Pledgee): Shanghai Fuzhou Investmentnsulting STYLE="font-family:Times New Roman" SIZE="2">Legaldress: 9th Floor, Jinsui Mansion, No.379 South Pudong Road Pudong] [Entrust Loanreement Jingbo Wang (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Zhe Yin (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Boquan He (Party A) Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree follows:] [Entrust Loanreement Borrower: Yan Wei (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Qianghua Yan (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [Entrust Loanreement Borrower: Xinjun Zhang (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) STYLE="font-family:Times New Roman" SIZE="2">Whereas, Shanghai Noah Rongyao Investmentnsulting (the Entrusting Party) has entered into an entrustingreement on June25, 2009 (the Entrustingreement), under which Party B is entrusted to grant loan to Party A, Party A and Party B herebyree] [List of Subsidiaries of Noahs Limited STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdiction oforporation STYLE="font-family:Times New Roman" SIZE="1"> Affiliate Relationship with STYLE="font-family:Times New Roman" SIZE="1"> Shanghai Noah Rongyao Investmentnsulting China Wholly-owned subsidiary Tianjin Noah Wealth Managementnsulting China Wholly-owned subsidiary Shanghai Noah Yuanzheng Investmentnsulting] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2">Wensent to the use in this Registration Statement on Form F-1 of our reportted July26, 2010 relating to the financial statements and financial statementhedule of Noahs Limited appearing in the Prospectus, which is part of this Registration Statement.] [CONSENT OF BEIJING HEADING CENTURYNSULTING STYLE="font-family:Times New Roman" SIZE="2">October18, 2010 Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 STYLE="font-family:Times New Roman" SIZE="2">Peoples Republic of China Ladies and Gentlemen: Registration Statementmpany SEC SEC Filings Beijing Heading Centurynsulting herebynsents to references to its name in the registration statement on Form F-1] [Noahs Limited STYLE="font-family:Times New Roman" SIZE="2">de of Businessnduct and Ethics I. PURPOSE Thisde is designed to deter wrongdoing and to promote: honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; prompt internal reporting of violations of thede; and] [EGAL PINION L To: NOAHS LIMITED 6/F, Times Finance Center STYLE="font-family:Times New Roman" SIZE="2">No.68 Middle Yincheng Road, Pudong Shanghai, 200120 The Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">October20, 2010 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2.mpany Registration Statement]