[Subject to Completion Preliminary Prospectus Dated October 27, 2010 PROSPECTUS 8,400,000 American Depositary Shares NOAH HOLDINGS LIMITED Representing 4,200,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Noah Holdings Limited. We are selling 8,400,000 ADSs. Two ADSs represent one ordinary share, par value $0.0005 per share. We have granted the underwriters an option] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NOAH HOLDINGS LIMITED Adopted by a Special Resolution passed on October 26, 2010 and effective conditional and immediately upon the completion of the Company’s initial public offering of shares represented by American Depositary Shares 1. The name of the] [NOAH HOLDINGS LIMITED INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW CAPITAL OF : This Certifies that Of is the registered shareholder of Ordinary Shares fully paid and non-assessable, subject to the Memorandum and Articles of Association of the Company, and transferable only on the books of the Company by the holder hereof in person or by Attorney upon] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE ARTICLE I DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: ADS Record Date Section 1.1 “ 1 Affiliate Section 1.2 “] [Our ref RDS\658613\4048757v6 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 27 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] [NOAH HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Noah Holdings Limited 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [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 Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 8 dex237.htm CONSENT OF MAY YIHONG WU TO BECOME A DIRECTOR] [Consent of Person Named to Become a Director Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.8 9 dex238.htm CONSENT OF SHUANG CHEN TO BECOME A DIRECTOR]