[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]

[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]