[TABLE OF CONTENTS INTRODUCTION 1 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 27 ITEM 4A. UNRESOLVED STAFF COMMENTS 48 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [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 Noah Private Wealth Management (Hong Kong) Limited] [I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Noah Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Noah Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jingbo Wang Chief Executive Officer] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Tao Thomas Wu Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-171541 on Form S-8 of our report dated May 17, 2011, relating to the financial statements of Noah Holdings Limited, appearing in the Annual Report on Form 20-F of Noah Holdings Limited for the year ended December 31, 2010. Shanghai, China May] [[Letterhead of Zhong Lun Law Firm] May 17, 2011 Noah Holdings Limited 6th Floor, Times Finance Center No. 68 Middle Yincheng Road Pudong, Shanghai 200120 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 8 dex152.htm CONSENT OF ZHONG LUN LAW FIRM]