[INTRODUCTION 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75 ITEM 7.] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Jingbo Wang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207700), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Zhe Yin (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009208000), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Boquan He (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207500), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Yan Wei (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207900), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Qianghua Yan (“Party C”) Party A and Party B have entered into an entrust loan agreements on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207800), and Party B and Party] [Extension of Entrust Loan Agreement Entrusting Party: Shanghai Noah Rongyao Investment Consulting Co., Ltd. (“Party A”) Lender: Shanghai Branch of China Minsheng Bank (“Party B”) Borrower: Xinjuan Zhang (“Party C”) Party A and Party B have entered into an entrust loan agreement on June 25, 2009 (contract number of GONG WEI DAI ZI NO. 02022009207600), and Party B and Party] [List of Significant Consolidated Entities of Noah Holdings Limited* Name Jurisdiction of Relationship Noah Private Wealth Management (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Noah Holdings (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Shanghai Noah Financial Services Co., Ltd. (1) China Wholly-owned subsidiary Shanghai Rongyao Information Technology Co., Ltd. China Wholly-owned subsidiary Kunshan Noah Xingguang Investment Management Co., Ltd. China] [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 EX-13.1 11 d464345dex131.htm EX-13.1] [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 EX-13.2 12 d464345dex132.htm EX-13.2] [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 reports dated April 26, 2013, relating to the financial statements and financial statement schedule of Noah Holdings Limited, and the effectiveness of Noah Holdings Limited’s internal control over financial reporting, appearing in this Annual Report on] [April 26, 2013 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 14 d464345dex152.htm EX-15.2]

[INTRODUCTION 1 PARTI 2 ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THEMPANY 30 ITEM4A. UNRESOLVED STAFFMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Jingbo Wang (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207700), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Zhe Yin (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009208000), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Boquan He (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207500), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Yan Wei (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207900), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Qianghua Yan (Party C) Party A and Party B have entered into an entrust loanreements on June25, 2009 (contract number of GONG WEII ZI NO.02022009207800), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Xinjuan Zhang (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207600), and Party B and] [List of Significantnsolidated Entities of Noahs Limited* STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdictionof Relationship Noah Private Wealth Management (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Noahs (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Shanghai Noah Financial Services STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1) China Wholly-owned subsidiary Shanghai Rongyao Information Technology] [STYLE="font-family:Times New Roman" SIZE="2"> I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Noahs Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> I, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Noahs Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make] [STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Jingbo Wang Chief Executive Officer EX-13.1 d464345dex131.htm 11 EX-13.1] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Tao Thomas Wu Chief Financial Officer EX-13.2 d464345dex132.htm 12 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> Wensent to theorporation by reference in Registration Statement No.333-171541 on Form S-8 of our reportsted April 26, 2013, relating to the financial statements and financial statementhedule of Noahs Limited, and the effectiveness of Noahs Limiteds internalntrol over financial reporting, appearing in this Annual Report] [April 26, 2013 STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 d464345dex152.htm 14 EX-15.2]