6-K

NOAH HOLDINGS LTD (NOAH)

6-K 2025-05-28 For: 2025-05-28
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Added on April 04, 2026


UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of May 2025

CommissionFile Number**: 001-34936**

Noah Holdings Limited

(Registrant’s name)

No. 1226, South Shenbin Road, MinhangDistrict,

Shanghai, People’s Republic of China

+86 (21) 8035-8292

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x      Form 40-F  ¨

EXHIBIT INDEX

Exhibit 99.1 Press Release - Unaudited Financial Results for the First Quarter 2025

Exhibit 99.2 Next Day Disclosure Return Dated May 26, 2025

Exhibit 99.3 Next Day Disclosure Return Dated May 28, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Noah Holdings Limited
By: /s/ Qing Pan
Name: Qing Pan
Title: Chief Financial Officer
Date: May 28, 2025

Exhibit 99.1

N****OAHHOLDINGS LIMITED ANNOUNCES UNAUDITED

FINANCIAL RESULTSFOR THE F****IRST QUARTER OF 2025

SHANGHAI, May 29, 2025 — Noah Holdings Limited ("Noah" or the "Company") (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for global Chinese high-net-worth investors, today announced its unaudited financial results for the first quarter of 2025.

Starting from the fourth quarter of 2024, the Company has adopted refined segment reporting structure to disclose net revenue by each domestic and overseas business segment. The Company believes that this will better reflect its recent operational adjustments and organizational restructuring, providing investors with a clearer understanding of the financial performance and strategic progress of each business segment. Historical financial information has been recast to conform to the new structure, and additional business information is provided for comparison purposes.

FIRST QUARTER 2025 FINANCIAL HIGHLIGHTS

· Net revenues for the first quarter of 2025 were RMB614.6 million (US$84.7<br>million), a 5.4% decrease from the corresponding period in 2024, mainly due to a decrease in distribution of insurance products. Net revenues<br>decreased by 5.7% from the fourth quarter of 2024, primarily due to decreases in performance-based income generated from RMB private equity<br>products and private secondary products and recurring service fees generated from RMB private equity products.

Net revenues from overseas for the first quarter of 2025 was RMB304.2 million (US$41.9 million), compared with RMB306.7 million for the corresponding period in 2024, which was effectively flat. Net revenues increased by 5.0% from the fourth quarter of 2024, primarily due to increases in distribution of overseas insurance products.

· Income from operations for the first quarter of 2025 was RMB186.0<br>million (US$25.6 million), a 53.1% increase from the corresponding period in 2024, primarily due to a 21.8% decrease in compensation and<br>benefits.
· Net income attributable to Noah shareholders for the first quarter<br>of 2025 was RMB149.0 million (US$20.5 million), a 13.3% increase from the corresponding period in 2024, mainly due to a 53.1% increase<br>in income from operations, and partially offset by a 29.0% decrease in interest income, a 42.0% increase in income tax expenses and a<br>loss from equity in affiliates.
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· Non-GAAP^1^ net incomeattributable to Noah shareholders for the first quarter of 2025 was RMB168.8 million (US$23.3 million), a 4.7% increase from the corresponding<br>period in 2024.
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FIRST QUARTER 2025 OPERATIONAL UPDATES

Wealth Management Business

Noah offers global investment products and provides value-added services to global Chinese high-net-worth investors in its wealth management business. Noah primarily distributes private equity, private secondary, mutual funds and other products denominated in RMB, USD and other currencies.

· Total number of registered clients as of March 31, 2025 was 463,161,<br>a 1.2% increase from March 31, 2024, and a 0.2% increase from December 31, 2024. Among such clients, the number of overseas<br>registered clients as of March 31, 2025 was 18,207, a 15.8% increase from March 31, 2024 and a 3.1% increase from December 31,<br>2024.
· Total number of active clients^2^<br>who transacted with us during the first quarter of 2025 was 8,822, a 15.1% decrease from the first quarter of 2024, and a 0.5% decrease<br>from the fourth quarter of 2024. Among such clients, the number of overseas active clients who transacted with us during the first quarter<br>of 2025 was 3,384, a 23.3% increase from the first quarter of 2024, and a 16.1% increase from the fourth quarter of 2024.
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^1^ Noah’s Non-GAAP financial measures are its corresponding<br>GAAP financial measures excluding the effects of all forms of share-based compensation and net of relevant tax impact, if any. See “Reconciliation<br>of GAAP to Non- GAAP Results” at the end of this press release.
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^2^ “Active clients” for a given period refers to registered<br>investors who purchase investment products distributed or receive services provided by us during that given period.
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| --- | | · | Aggregate value of investment products distributed during the first<br>quarter of 2025 was RMB16.1 billion (US$2.2 billion), a 14.7% decrease from the first quarter of 2024, mainly due to a 39.8% decrease<br>in distribution of mutual fund products. Among such products distributed, Noah distributed RMB8.1 billion (US$1.1 billion) of overseas<br>investment products, a 3.6% decrease from the first quarter of 2024, mainly due to a 13.2% decrease in distribution of mutual fund products<br>and partially offset by a 25.0% increase in distribution of private equity products. | | --- | --- |

The aggregate value of investment products distributed, categorizedby product type, is as follows:

Three months ended March 31,
2024 2025
(RMB in billions, except percentages)
Mutual fund products 12.6 66.8 % 7.6 47.2 %
Private secondary products 3.8 20.0 % 6.1 37.9 %
Private equity products 1.2 6.3 % 1.5 9.3 %
Other products**^3^** 1.3 6.9 % 0.9 5.6 %
All products 18.9 100.0 % 16.1 100.0 %

The aggregate value of investmentproducts distributed, categorized by geography, is as follows**:**

Three months ended March 31,
Type of products in Mainland China 2024 2025
(RMB in billions, except percentages)
Mutual fund products 8.8 84.3 % 4.3 53.7 %
Private secondary products 1.0 8.8 % 3.3 41.3 %
Other products 0.7 6.9 % 0.4 5.0 %
All products in Mainland China 10.5 100.0 % 8.0 100.0 %
Three months ended March 31,
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Type of overseas products 2024 2025
(RMB in billions, except percentages)
Mutual fund products 3.8 44.9 % 3.3 40.7 %
Private secondary products 2.8 33.9 % 2.8 34.6 %
Private equity products 1.2 14.2 % 1.5 18.5 %
Other products 0.6 7.0 % 0.5 6.2 %
All Overseas products 8.4 100.0 % 8.1 100.0 %
· Coverage network in mainland China included 11 cities as of March 31,<br>2025, compared with 18 cities as of March 31, 2024 and 11 cities as of December 31, 2024, primarily due to the continued streamlining<br>of the Company’s domestic coverage network.
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· Aggregate number of overseas relationship managers was 131 as of March 31,<br>2025, a 44.0% increase from March 31, 2024, and a 5.1% decrease from December 31, 2024.
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^3^ “Other products” refers to other investment products,<br>which includes insurance products, multi-strategies products and others.
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Asset Management Business

Our asset management business is conducted through Gopher Asset Management Co., Ltd. ("Gopher Asset Management" or “Gopher”), a leading multi-asset manager in China, and Olive Asset Management Co., Ltd. (“Olive Asset Management” or “Olive”), as the overseas asset management brand focused on providing global investment solutions with offices in Hong Kong and the United States. Gopher Asset Management and Olive Asset Management develop and manage assets ranging from private equity, real estate, public securities to multi-strategy investments denominated in RMB, USD and other currencies.

· Total assets under management as of March 31, 2025 remained relatively<br>stable at RMB149.3 billion (US$20.6 billion), compared with RMB153.3 billion as of March 31, 2024 and RMB151.5 billion as of December 31,<br>2024. Mainland China assets under management as of March 31, 2025 were RMB106.6 billion (US$14.7 billion), compared with RMB116.1<br>billion as of March 31, 2024 and RMB108.9 billion as of December 31, 2024. Overseas assets under management as of March 31,<br>2025 were RMB42.7 billion (US$5.9 billion), compared with RM37.2 billion as of March 31, 2024 and RMB42.6 billion as of December 31,<br>2024.

Total assets under management, categorized by investment type, areas follows:

Investment type As of <br> December 31,<br> 2024 Growth Allocation/ Redemption ^4^ As of<br> March 31,<br> 2025
(RMB billions, except percentages)
Private equity 131.5 86.8 % 0.4 1.5 130.4 87.4 %
Public securities**^5^** 9.4 6.2 % 1.6 1.6 9.4 6.3 %
Real estate 6.2 4.1 % - 1.1 5.1 3.4 %
Multi-strategies 3.9 2.6 % - - 3.9 2.6 %
Others 0.5 0.3 % - - 0.5 0.3 %
All Investments 151.5 100.0 % 2.0 4.2 149.3 100.0 %

Total assets under management, categorizedby geography, are as follows:

Mainland China <br><br>Investment type As of <br> December 31,<br> 2024 Growth Allocation/<br> Redemption As of<br> March 31,<br> 2025
(RMB billions, except percentages)
Private equity 98.6 90.5 % - 1.3 97.3 91.2 %
Public securities 5.3 4.9 % 0.5 0.5 5.3 5.0 %
Real estate 2.2 2.0 % - 1.0 1.2 1.1 %
Multi-strategies 2.3 2.1 % - - 2.3 2.2 %
Others 0.5 0.5 % - - 0.5 0.5 %
All Investments 108.9 100.0 % 0.5 2.8 106.6 100.0 %
Overseas Investment type As of <br> December 31,<br> 2024 Growth Allocation/<br> Redemption As of<br> March 31,<br> 2025
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(RMB billions, except percentages)
Private equity 32.9 77.2 % 0.4 0.2 33.1 77.5 %
Public securities 4.1 9.6 % 1.1 1.1 4.1 9.6 %
Real estate 4.0 9.4 % - 0.1 3.9 9.1 %
Multi-strategies 1.6 3.8 % - - 1.6 3.8 %
All Investments 42.6 100.0 % 1.5 1.4 42.7 100.0 %
^4^ The asset allocation/redemption of overseas investment products<br>includes the fluctuation result of foreign currencies exchange rate.
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^5^ The asset allocation/redemption of public securities also includes<br>market appreciation or depreciation.
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Other Businesses

Noah's other businesses mainly include providing clients with additional comprehensive services and investment products. Operating results for other businesses (under the Company’s traditional segmentation) also include headquarters rental income, depreciation and amortization, as well as operating expenses.

Ms. Jingbo Wang, co-founder and chairwoman of Noah, commented, “We have been making progress since last year in repositioning ourselves to drive growth in this challenging market environment. We are delighted to announce that the Group achieved a recovery in profitability this quarter, reflecting improved operational efficiency and strategic progress. Income from operations grew by 53.1% year-on-year and 35.2% quarter-on-quarter, while non-GAAP net profit rose by 27.4% quarter-on-quarter. Net revenues declined due to a decrease in distribution of domestic insurance products and RMB private equity management fees; however, overseas revenue continued to grow and now accounts for nearly 50% of total net revenues, showcasing our diversification efforts. Looking ahead, we remain committed to advancing our strategy, driving sustainable growth, and delivering reasonable shareholders returns.”

FIRST QUARTER 2025 FINANCIAL RESULTS

Net Revenues

Net revenues for the first quarter of 2025 were RMB614.6 million (US$84.7 million), a 5.4% decrease from the corresponding period in 2024, mainly due to a decrease in distribution of insurance products.

Net Revenues under the segmentation adopted in Q4 2024 is as follows:

(RMB millions, except percentages) Q1 2024 Q1 2025 YoY Change
Domestic public securities**^6^** 119.0 127.5 7.1 %
Domestic asset management***^7^*** 194.9 167.0 (14.3 )%
Domestic insurance***^8^*** 18.7 6.4 (65.6 )%
Overseas wealth management***^9^*** 178.5 162.0 (9.2 )%
Overseas asset management***^10^*** 91.6 112.0 22.3 %
Overseas insurance and comprehensive services***^11^*** 36.7 30.2 (17.8 )%
Headquarters 10.1 9.5 (5.5 )%
Total net revenues 649.5 614.6 (5.4 )%
· Domestic public securities is the<br>business that distributes mutual funds and private secondary products. Net revenues for the first quarter of 2025 were RMB127.5 million<br>(US$17.6 million), a 7.1% increase from the corresponding period in 2024, mainly due to an increase in distribution of private secondary<br>products.
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^6^ Operates under the Noah Upright brand
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^7^ Operates under the Gopher Asset Management brand
^8^ Operates under the Glory brand
^9^ Operates under the ARK Wealth Management brand
^10^ Operates under the Olive Asset Management brand
^11^ Operates under the Glory Family Heritage brand
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| --- | | · | Domestic asset management is the<br>business that manages RMB-denominated private equity funds and private secondary products. Net revenues for the first quarter of 2025<br>were RMB167.0 million (US$23.0 million), a 14.3% decrease from the corresponding period in 2024, primarily due to decreases in recurring<br>service fees generated from private equity products. | | --- | --- | | · | Domestic insurance is the business<br>that distributes insurance products, consisting mainly of life and health insurance products. Net revenues for the first quarter of 2025<br>were RMB6.4 million (US$0.9 million), a 65.6% decrease from the corresponding period in 2024, mainly due to a decrease in distribution<br>of insurance products. | | --- | --- | | · | Overseas wealth management is the<br>business that provides offline and online wealth management services. Net revenues for the first quarter of 2025 were RMB162.0 million<br>(US$22.3 million), a 9.2% decrease from the corresponding period in 2024, mainly due to a decrease in allocated commission gained from<br>distribution of overseas insurance products. | | --- | --- | | · | Overseas asset management is the<br>business that manages USD-denominated private equity funds and private secondary products. Net revenues for the first quarter of 2025<br>were RMB112.0 million (US$15.4 million),a 22.3% increase from the corresponding period in 2024, due to an increase in the amount of private<br>equity investments managed by Olive. | | --- | --- | | · | Overseas insurance and comprehensive services<br>is the business that provides comprehensive overseas services such as insurance, trust services and other services. Net revenues for the<br>first quarter of 2025 were RMB30.2 million (US$4.2 million), a 17.8% decrease from the corresponding period in 2024, mainly due to a decrease<br>in distribution of overseas insurance products. | | --- | --- | | · | Headquarters reflects revenue generated<br>from corporate operations at the Company’s headquarters in Shanghai as well as administrative costs and expenses that were not directly<br>allocated to the aforementioned six business segments. Net revenues during the first quarter of 2025 were RMB9.5 million (US$1.3 million),<br>compared with RMB10.1 million for the corresponding period in 2024, which effectively remained flat. | | --- | --- |

Operating Costs and Expenses

Operating costs andexpenses for the first quarter of 2025 were RMB428.6 million (US$59.1 million), an 18.8% decrease from the corresponding period in 2024. Operating costs and expenses for the first quarter of 2025 primarily consisted of (i) compensation and benefits of RMB303.9 million (US$41.9 million); (ii) selling expenses of RMB51.1 million (US$7.0 million); (iii) general and administrative expenses of RMB64.4 million (US$8.9 million); (iv) provision for credit losses of RMB2.8 million (US$0.4 million); (v) other operating expenses of RMB15.7 million (US$2.2 million); and (vi) income gained from government subsidies of RMB9.3 million (US$1.3 million).

· Operating costs and expenses for Domesticpublic securities for the first quarter of 2025 were RMB32.5 million (US$4.5 million), a 16.4% decrease from the corresponding period<br>in 2024, primarily due to the decrease in relationship manager compensation.
· Operating costs and expenses for Domesticasset management for the first quarter of 2025 were RMB31.1 million (US$4.3 million), a 10.8% decrease from the corresponding period<br>in 2024, primarily due to the decrease in general and administrative expenses.
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· Operating costs and expenses for Domestic insurance for the first<br>quarter of 2025 were RMB22.2 million (US$3.1 million), a 50.9% decrease from the corresponding period in 2024, primarily due to the decrease<br>in consulting fee.
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· Operating costs and expenses for Overseas wealth management for the<br>first quarter of 2025 were RMB104.0 million (US$14.3 million), a 40.2% decrease from the corresponding period in 2024, primarily due to<br>the decrease in marketing activities and travel expenses**.**
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· Operating costs and expenses for Overseas asset management for the<br>first quarter of 2025 were RMB21.8 million (US$3.0 million), a 4.6% decrease from the corresponding period in 2024, which effectively<br>remained flat.
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| --- | | · | Operating costs and expenses for Overseas insurance and comprehensiveservices for the first quarter of 2025 were RMB27.5 million (US$3.8 million), a 52.8% increase from the corresponding period in 2024,<br>primarily due to the increase in other operating expenses. | | --- | --- | | · | Operating costs and expenses for Headquarters for the first quarter<br>of 2025 were RMB189.6 million (US$26.1 million), a 2.5% decrease from the corresponding period in 2024, which effectively remained flat. | | --- | --- |

Income(loss) from operations

Income(loss) from operations underthe segmentation adopted in Q4 2024 is as follows:

(RMB millions, except percentages) Q1 2024 Q1 2025 YoY Change
Domestic public securities 80.3 95.0 18.4 %
Domestic asset management 160.1 135.9 (15.1 )%
Domestic insurance (26.5 ) (15.7 ) 40.6 %
Overseas wealth management 4.7 58.1 1129.6 %
Overseas asset management 68.7 90.1 31.2 %
Overseas insurance and comprehensive services 18.7 2.7 (85.4 )%
Headquarters (184.5 ) (180.1 ) 2.4 %
Total income from operations 121.5 186.0 53.1 %
· Income from operations for Domestic publicsecurities for the first quarter of 2025 was RMB95.0 million (US$13.1 million), an 18.4% increase from the corresponding period in<br>2024, primarily due to increases in one-time commissions generated from private secondary products.
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· Income from operations for Domestic assetmanagement for the first quarter of 2025 RMB135.9 million (US$18.7 million), a 15.1% decrease from the corresponding period in 2024,<br>primarily due to decreases in recurring service fees generated from RMB private equity products.
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· Loss from operations for Domestic insurancefor the first quarter of 2025 was RMB15.7 million (US$2.2 million), a 40.6% decrease from the corresponding period in 2024, primarily<br>due to the decrease in operating expenses.
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· Income from operations for Overseas wealthmanagement for the first quarter of 2025 was RMB58.1 million (US$8.0 million), compared with RMB4.7 million for the corresponding<br>period in 2024, primarily due to a decrease in compensation and benefits in the first quarter of 2025.
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· Income from operations for Overseas assetmanagement for the first quarter of 2025 was RMB90.1 million (US$12.4 million), a 31.2% increase from the corresponding period in<br>2024, primarily due to a 22.3% increase in net revenues of the segment.
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· Income from operations for Overseas insuranceand comprehensive services for the first quarter of 2025 RMB2.7 million (US$0.4 million), an 85.4% decrease from the corresponding<br>period in 2024, primarily due to a 17.8% decrease in net revenues of the segment and an increase in operating expenses.
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· Loss from operations for Headquarters for<br>the first quarter of 2025 was RMB180.1 million (US$24.8 million), a 2.4% slight decrease from the corresponding period in 2024.
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Operating Margin

Operating margin for the first quarter of 2025 was 30.3%, compared with 18.7% for the corresponding period in 2024, primarily due to a 21.8% decrease in compensation and benefits.

Interest Income

Interest income for the first quarter of 2025 was RMB32.8 million (US$4.5 million), a 29.0% decrease from the corresponding period in 2024.

Investment Income

Investment income for the first quarter of 2025 was RMB6.3 million (US$0.9 million), a 20.9% increase from the corresponding period in 2024.

Income Tax Expense

Income tax expense for the first quarter of 2025 were RMB60.6 million (US$8.4 million), a 42.0% increase from the corresponding period in 2024.

Net Income

· Net Income
· Net income for the first quarter of 2025<br>was RMB149.8 million (US$20.6 million), a 13.6% increase from the corresponding period in 2024.
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· Net margin for the first quarter of 2025<br>was 24.4%, up from 20.3% for the corresponding period in 2024.
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· Net income attributable to Noah shareholdersfor the first quarter of 2025 was RMB149.0 million (US$20.5 million), a 13.3% increase from the corresponding period in 2024.
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· Net margin attributable to Noah shareholdersfor the first quarter of 2025 was 24.2%, up from 20.2% for the corresponding period in 2024.
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· Net income attributable to Noah shareholdersper basic and diluted ADS for the first quarter of 2025 was RMB2.13 (US$0.29) and RMB2.11 (US$0.29), compared with RMB1.88 and RMB1.88<br>for the corresponding period in 2024, respectively.
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· Non-GAAP Net Income Attributable to Noah Shareholders
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· Non-GAAP net income attributable to Noah shareholdersfor the first quarter of 2025 was RMB168.8 million (US$23.3 million), a 4.7% increase from the corresponding period in 2024.
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· Non-GAAP net margin attributable to Noah shareholdersfor the first quarter of 2025 was 27.5%, up from 24.8% for the corresponding period in 2024.
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· Non-GAAP net income attributable to Noah shareholdersper diluted ADS for the first quarter of 2025 was RMB2.39 (US$0.33), up from RMB2.31 for the corresponding period in 2024.
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Balance Sheet and Cash Flow

As of March 31, 2025, the Company had RMB4,075.4 million (US$561.6 million) in cash and cash equivalents, compared with RMB3,822.3 million as of December 31, 2024 and RMB5,129.4 million as of March 31, 2024, respectively.

Net cash inflow from the Company’s operating activities during the first quarter of 2025 was RMB253.4 million (US$34.9 million), compared with net cash outflow of RMB181.8 million in the corresponding period in 2024, primarily due to cash inflow generated from net income from operations in the first quarter of 2025.

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Net cash inflow from the Company’s investing activities during the first quarter of 2025 was RMB20.0 million (US$2.8 million), compared with net cash outflow of RMB59.1 million in the corresponding period in 2024, primarily due to increased redemptions of term deposits in the first quarter of 2025.

Net cash outflow to the Company’s financing activities was RMB9.4 million (US$1.3 million) in the first quarter of 2025, compared with net cash outflow of RMB12.3 million in the corresponding period in 2024.

CONFERENCE CALL

Senior management will host a combined English and Chinese language conference call to discuss the Company’s first quarter of 2025 unaudited financial results and recent business activities.

The conference call will be accessed via Zoom webinar with the following details:

Dial-in details:

Conference title: Noah First Quarter 2025 Earnings Conference Call
Date/Time: Wednesday, May 28, 2025, at 8:00 p.m., U.S. Eastern Time
Thursday, May 29, 2025, at 8:00 a.m., Hong Kong Time
Dial in:
– Hong Kong Toll Free: 800-963976
– United States Toll Free: 1-888-317-6003
– Mainland China Toll Free: 4001-206115
– International Toll: 1-412-317-6061
Participant Password: 1593238

A telephone replay will be available starting approximately one hour after the end of the conference until June 5, 2025 at 1-877-344-7529 (US Toll Free) and 1-412-317-0088 (International Toll) with the access code 9541104.

A live and archived webcast of the conference call will be available at the Company’s investor relations website under the “Financial Reports” section at http://ir.noahgroup.com.

DISCUSSION ON NON-GAAP MEASURES

In addition to disclosing financial results prepared in accordance with U.S. GAAP, the Company’s earnings release contains non-GAAP financial measures excluding the effects of all forms of share-based compensation, non-cash settlement expenses or reversal and net of tax impact, if any. See “Reconciliation of GAAP to Non-GAAP Results” at the end of this press release.

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP. The financial results reported in accordance with U.S. GAAP and reconciliation of GAAP to non-GAAP results should be carefully evaluated. The non-GAAP financial measures used by the Company may be prepared differently from and, therefore, may not be comparable to similarly titled measures used by other companies.

When evaluating the Company’s operating performance in the periods presented, management reviewed the foregoing non-GAAP net income attributable to Noah shareholders and per diluted ADS and non-GAAP net margin attributable to Noah shareholders to supplement U.S. GAAP financial data. As such, the Company’s management believes that the presentation of the non-GAAP financial measures provides important supplemental information to investors regarding financial and business trends relating to its results of operations in a manner consistent with that used by management.

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ABOUT NOAH HOLDINGS LIMITED

Noah Holdings Limited (NYSE: NOAH and HKEX: 6686) is a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for global Chinese high-net-worth investors. Noah's American depositary shares, or ADSs, are listed on the New York Stock Exchange under the symbol "NOAH," and its shares are listed on the main board of the Hong Kong Stock Exchange under the stock code "6686." One ADS represents five ordinary shares, par value $0.00005 per share.

In the first quarter of 2025, Noah distributed RMB16.1 billion (US$2.2 billion) of investment products. Through Gopher Asset Management and Olive Asset Management, Noah had assets under management of RMB149.3 billion (US$20.6 billion) as of March 31, 2025.

Noah's domestic and overseas wealth management business primarily distributes private equity, public securities and insurance products denominated in RMB and other currencies. Noah's network covers major cities in mainland China, as well as Hong Kong (China), New York, Silicon Valley, Singapore, and Los Angeles. The Company’s wealth management business had 463,161 registered clients as of March 31, 2025. Through its domestic and overseas asset management business operated by Gopher Asset Management and Olive Asset Management, Noah manages private equity, public securities, real estate, multi-strategy and other investments denominated in RMB and other currencies. The Company also provides other businesses.

For more information, please visit Noah at ir.noahgroup.com.

FOREIGN CURRENCY TRANSLATION

In this announcement, the unaudited financial results for the first quarter of 2025 ended March 31, 2025 are stated in RMB. This announcement contains currency conversions of certain RMB amounts into US$ at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to US$ are made at a rate of RMB7.2567 to US$1.00, the effective noon buying rate for March 31, 2025 as set forth in the H.10 statistical release of the Federal Reserve Board.

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SAFE HARBOR STATEMENT

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. These statements include, but are not limited to, estimates regarding the sufficiency of Noah’s cash and cash equivalents and liquidity risk. A number of factors could cause Noah’s actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: its goals and strategies; its future business development, financial condition and results of operations; the expected growth of the wealth management and asset management market in China and internationally; its expectations regarding demand for and market acceptance of the products it distributes; investment risks associated with investment products distributed to Noah’s investors, including the risk of default by counterparties or loss of value due to market or business conditions or misconduct by counterparties; its expectations regarding keeping and strengthening its relationships with key clients; relevant government policies and regulations relating to its industries; its ability to attract and retain qualified employees; its ability to stay abreast of market trends and technological advances; its plans to invest in research and development to enhance its product choices and service offerings; competition in its industries in China and internationally; general economic and business conditions in China; and its ability to effectively protect its intellectual property rights and not to infringe on the intellectual property rights of others. Further information regarding these and other risks is included in Noah's filings with the U.S. Securities and Exchange Commission and the Hong Kong Stock Exchange. All information provided in this press release and in the attachments is as of the date of this press release, and Noah does not undertake any obligation to update any such information, including forward-looking statements, as a result of new information, future events or otherwise, except as required under the applicable law.

Contacts:

Noah Holdings Limited

Rick Chan

Tel: +86-21-8035-8292

ir@noahgroup.com

-- FINANCIAL AND OPERATIONAL TABLES FOLLOW --

| 10 |

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Noah Holdings Limited

Condensed Consolidated Balance Sheets

(unaudited)

As of
December 31, March 31, March 31,
2024 2025 2025
RMB'000 RMB'000 '000
Assets
Current assets:
Cash and cash equivalents 3,822,339 4,075,358
Restricted cash 8,696 8,435
Short-term investments 1,274,609 1,316,190
Accounts receivable, net 473,490 406,167
Amounts due from related parties 499,524 536,316
Loans receivable, net 169,108 158,990
Other current assets 226,965 217,566
Total current assets 6,474,731 6,719,022
Long-term investments, net 971,099 888,987
Investment in affiliates 1,373,156 1,328,980
Property and equipment, net 2,382,247 2,368,830
Operating lease right-of-use assets, net 121,115 113,827
Deferred tax assets 319,206 317,107
Other non-current assets 137,291 136,959
Total Assets 11,778,845 11,873,712
Liabilities and Equity
Current liabilities:
Accrued payroll and welfare expenses 412,730 422,444
Income tax payable 63,892 75,108
Deferred revenues 72,259 72,415
Contingent liabilities 476,107 473,328
Other current liabilities 404,288 353,214
Total current liabilities 1,429,276 1,396,509
Deferred tax liabilities 246,093 244,205
Operating lease liabilities, non-current 75,725 64,066
Other non-current liabilities 15,011 14,003
Total Liabilities 1,766,105 1,718,783
Equity 10,012,740 10,154,929
Total Liabilities and Equity 11,778,845 11,873,712

All values are in US Dollars.

| 11 |

| --- |

NoahHoldings Limited

Condensed Consolidated Income Statements

(In RMB'000, except for ADS data, per ADS data and percentages)(unaudited)

Three months ended
March 31, March 31, March 31,
2024 2025 2025 Change
RMB'000 RMB'000 '000
Revenues:
Revenues from others:
One-time commissions 185,255 154,991 (16.3 )%
Recurring service fees 155,165 151,596 (2.3 )%
Performance-based income 5,528 13,986 153.0 %
Other service fees 34,960 36,863 5.4 %
Total revenues from others 380,908 357,436 (6.2 )%
Revenues from funds Gopher/Olive  manages:
One-time commissions 1,827 3,750 105.3 %
Recurring service fees 262,689 244,380 (7.0 )%
Performance-based income 8,844 14,529 64.3 %
Total revenues from funds Gopher/Olive manages 273,360 262,659 (3.9 )%
Total revenues 654,268 620,095 (5.2 )%
Less: VAT related surcharges (4,733 ) (5,501 ) ) 16.2 %
Net revenues 649,535 614,594 (5.4 )%
Operating costs and expenses:
Compensation and benefits
Relationship manager compensation (144,295 ) (122,568 ) ) (15.1 )%
Other compensations (244,490 ) (181,327 ) ) (25.8 )%
Total compensation and benefits (388,785 ) (303,895 ) ) (21.8 )%
Selling expenses (62,332 ) (51,072 ) ) (18.1 )%
General and administrative expenses (71,116 ) (64,441 ) ) (9.4 )%
Reversal of (provision for) credit losses 97 (2,810 ) ) .N.A
Other operating expenses (17,146 ) (15,699 ) ) (8.4 )%
Government grants 11,233 9,331 (16.9 )%
Total operating costs and expenses (528,049 ) (428,586 ) ) (18.8 )%
Income from operations 121,486 186,008 53.1 %
Other income:
Interest income 46,185 32,801 (29.0 )%
Investment income 5,185 6,270 20.9 %
Other income (expenses) 3,935 (3,081 ) ) .N.A
Total other income 55,305 35,990 (34.9 )%
Income before taxes and income from equity in affiliates 176,791 221,998 25.6 %
Income tax expense (42,686 ) (60,605 ) ) 42.0 %
Loss from equity in affiliates (2,242 ) (11,574 ) ) 416.2 %
Net income 131,863 149,819 13.6 %
Less: net income attributable to non-controlling interests 372 855 129.8 %
Net income attributable to Noah shareholders 131,491 148,964 13.3 %
Income per ADS, basic 1.88 2.13 13.3 %
Income per ADS, diluted 1.88 2.11 12.2 %
Margin analysis:
Operating margin 18.7 % 30.3 % %
Net margin 20.3 % 24.4 % %
Weighted average ADS equivalent
[1]:
Basic 69,781,578 69,913,957
Diluted 69,788,638 70,600,397
ADS equivalent outstanding at end of period 65,685,535 66,508,418

All values are in US Dollars.

[1] Assumes all outstanding ordinary shares are represented by ADSs. Five ordinary share represents one ADSs.

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Noah Holdings Limited

CondensedComprehensive Income Statements

(unaudited)

Three months ended
March 31, <br>2024 March 31, <br><br>2025 March 31, <br>2025 Change
RMB'000 RMB'000 '000
Net income 131,863 149,819 13.6 %
Other comprehensive income, net of tax:
Foreign currency translation adjustments 53,400 (22,834 ) ) N.A.
Fair value fluctuation of available-for-sale investment - 233 N.A.
Comprehensive income 185,263 127,218 (31.3 )%
Less: Comprehensive (loss) gain attributable to non-controlling interests (492 ) 910 N.A.
Comprehensive income attributable to Noah shareholders 185,755 126,308 (32.0 )%

All values are in US Dollars.

| 13 |

| --- |

Noah Holdings Limited

Supplemental Information

(unaudited)

As of
March 31,<br> 2024 March 31,<br> 2025 Change
Number of registered clients 457,705 463,161 1.2 %
Three months ended
--- --- --- --- --- --- --- ---
March 31,<br> 2024 March 31, <br> 2025 Change
(in millions of RMB, except number of active clients and<br><br> percentages)
Number of active clients 10,391 8,822 (15.1 )%
Transaction value:
Private equity products 1,195 1,461 22.3 %
Private secondary products 3,772 6,114 62.1 %
Mutual fund products 12,610 7,595 (39.8 )%
Other products 1,309 934 (28.6 )%
Total transaction value 18,886 16,104 (14.7 )%
| 14 |

| --- |

Noah Holdings Limited

Segment Condensed Income Statements

(unaudited)


Three<br> months ended March 31, 2025
Domestic<br><br><br> public<br><br> securities Domestic<br><br><br> asset<br><br> management Domestic<br><br><br> insurance Overseas<br><br><br> wealth<br><br> management Overseas<br><br><br> asset<br><br> management Overseas<br><br><br> insurance<br><br> and<br><br> comprehensive<br><br> services Headquarters Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenues:
Revenues<br> from others
One-time<br> commissions 14,034 68 6,474 105,689 5,532 23,194 - 154,991
Recurring<br> service fees 85,803 35,392 - 9,120 21,281 - - 151,596
Performance-based<br> income 13,800 45 - - 141 - - 13,986
Other<br> service fees - - - 16,315 - 6,992 13,556 36,863
Total<br> revenues from others 113,637 35,505 6,474 131,124 26,954 30,186 13,556 357,436
Revenues<br> from funds Gopher/Olive manages
One-time<br> commissions 3,336 - - 290 124 - - 3,750
Recurring<br> service fees 10,669 131,673 - 30,611 71,427 - - 244,380
Performance-based<br> income 1,076 - - - 13,453 - - 14,529
Total<br> revenues from funds Gopher/Olive manages 15,081 131,673 - 30,901 85,004 - - 262,659
Total revenues 128,718 167,178 6,474 162,025 111,958 30,186 13,556 620,095
Less:<br> VAT related surcharges (1,252 ) (186 ) (37 ) - - - (4,026 ) (5,501 )
Net<br> revenues 127,466 166,992 6,437 162,025 111,958 30,186 9,530 614,594
Operating<br> costs and expenses:
Compensation<br> and benefits
Relationship<br> managers compensation (21,798 ) (14,966 ) (8,692 ) (70,217 ) (1,303 ) (5,592 ) - (122,568 )
Other<br> compensations (7,050 ) (15,918 ) (7,598 ) (19,840 ) (14,956 ) (11,554 ) (104,411 ) (181,327 )
Total<br> compensation and benefits (28,848 ) (30,884 ) (16,290 ) (90,057 ) (16,259 ) (17,146 ) (104,411 ) (303,895 )
Selling<br> expenses (3,140 ) (2,044 ) (3,669 ) (12,857 ) (5,361 ) (2,606 ) (21,395 ) (51,072 )
General<br> and administrative expenses (118 ) (1,092 ) (2,213 ) (1,047 ) (205 ) (575 ) (59,191 ) (64,441 )
Provision<br> for credit losses - - - - - (1,600 ) (1,210 ) (2,810 )
Other<br> operating expenses (410 ) (2,380 ) - - - (5,523 ) (7,386 ) (15,699 )
Government<br> grants 40 5,309 12 - - - 3,970 9,331
Total<br> operating costs and expenses (32,476 ) (31,091 ) (22,160 ) (103,961 ) (21,825 ) (27,450 ) (189,623 ) (428,586 )
Income<br> (loss) from operations 94,990 135,901 (15,723 ) 58,064 90,133 2,736 (180,093 ) 186,008
| 15 |

| --- |

Noah Holdings Limited

Segment Condensed Income Statements

(unaudited)

Three<br> months ended March 31, 2024
Domestic<br><br><br> public <br><br>securities Domestic<br><br><br> asset <br><br>management Domestic<br><br><br> insurance Overseas<br><br><br> wealth<br><br> management Overseas<br> <br><br>asset<br><br> management Overseas<br><br><br> insurance <br><br>and<br><br> comprehensive<br><br> services Headquarters Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenues:
Revenues<br> from others
One-time<br> commissions 3,316 657 18,863 128,715 3,661 30,043 - 185,255
Recurring<br> service fees 92,210 48,060 - 4,356 10,164 - 375 155,165
Performance-based<br> income 4,366 - - - 1,162 - - 5,528
Other<br> service fees - - - 15,566 - 6,666 12,728 34,960
Total<br> revenues from others 99,892 48,717 18,863 148,637 14,987 36,709 13,103 380,908
Revenues<br> from funds Gopher/Olive manages
One-time<br> commissions 1,683 - - 101 43 - - 1,827
Recurring<br> service fees 17,420 146,037 - 29,763 69,469 - - 262,689
Performance-based<br> income 1,156 634 - - 7,054 - - 8,844
Total<br> revenues from funds Gopher/Olive manages 20,259 146,671 - 29,864 76,566 - - 273,360
Total revenues 120,151 195,388 18,863 178,501 91,553 36,709 13,103 654,268
Less:<br> VAT related surcharges (1,088 ) (467 ) (163 ) - - - (3,015 ) (4,733 )
Net<br> revenues 119,063 194,921 18,700 178,501 91,553 36,709 10,088 649,535
Operating<br> costs and expenses:
Compensation<br> and benefits
Relationship<br> managers compensation (29,161 ) (9,231 ) (19,102 ) (85,482 ) (1,177 ) (142 ) - (144,295 )
Other<br> compensations (9,234 ) (23,182 ) (12,386 ) (49,344 ) (13,242 ) (11,448 ) (125,654 ) (244,490 )
Total<br> compensation and benefits (38,395 ) (32,413 ) (31,488 ) (134,826 ) (14,419 ) (11,590 ) (125,654 ) (388,785 )
Selling<br> expenses (2,967 ) (2,570 ) (825 ) (33,688 ) (6,654 ) (268 ) (15,360 ) (62,332 )
General<br> and administrative expenses (198 ) (3,002 ) (12,829 ) (5,265 ) (1,795 ) (1,070 ) (46,957 ) (71,116 )
(Provision<br> for) reversal of credit losses - - - - - (3,637 ) 3,734 97
Other<br> operating expenses (451 ) (976 ) (17 ) - - (1,403 ) (14,299 ) (17,146 )
Government<br> grants 3,175 4,092 7 - - - 3,959 11,233
Total<br> operating costs and expenses (38,836 ) (34,869 ) (45,152 ) (173,779 ) (22,868 ) (17,968 ) (194,577 ) (528,049 )
Income<br> (loss) from operations 80,227 160,052 (26,452 ) 4,722 68,685 18,741 (184,489 ) 121,486
| 16 |

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Noah Holdings Limited

Additional Business Information

(unaudited)

Three months ended March 31, 2025
Wealth<br> Management<br> Business Asset<br> Management<br> Business Other <br> Businesses Total
RMB'000 RMB'000 RMB'000 RMB'000
Revenues:
Revenues from others:
One-time commissions 154,991 - - 154,991
Recurring service fees 151,596 - - 151,596
Performance-based income 13,986 - - 13,986
Other service fees 25,477 - 11,386 36,863
Total revenues from others 346,050 - 11,386 357,436
Revenues from funds Gopher/Olive manages:
One-time commissions 2,639 1,111 - 3,750
Recurring service fees 81,426 162,954 - 244,380
Performance-based income - 14,529 - 14,529
Total revenues from funds Gopher/Olive manages 84,065 178,594 - 262,659
Total revenues 430,115 178,594 11,386 620,095
Less: VAT related surcharges (2,008 ) (188 ) (3,305 ) (5,501 )
Net revenues 428,107 178,406 8,081 614,594
Operating costs and expenses:
Compensation and benefits
Relationship manager compensation (122,103 ) (465 ) - (122,568 )
Other compensations (118,617 ) (53,594 ) (9,116 ) (181,327 )
Total compensation and benefits (240,720 ) (54,059 ) (9,116 ) (303,895 )
Selling expenses (35,429 ) (10,210 ) (5,433 ) (51,072 )
General and administrative expenses (42,196 ) (13,251 ) (8,994 ) (64,441 )
Provision for credit losses (1,219 ) (438 ) (1,153 ) (2,810 )
Other operating expenses (7,644 ) (2,380 ) (5,675 ) (15,699 )
Government grants 4,002 5,315 14 9,331
Total operating costs and expenses (323,206 ) (75,023 ) (30,357 ) (428,586 )
Income (loss) from operations 104,901 103,383 (22,276 ) 186,008
| 17 |

| --- |


Noah Holdings Limited

Additional Business Information

(unaudited)

Three months ended March 31, 2024
Wealth<br> Management<br> Business Asset<br> Management<br> Business Other <br> Businesses Total
RMB'000 RMB'000 RMB'000 RMB'000
Revenues:
Revenues from others:
One-time commissions 185,255 - - 185,255
Recurring service fees 155,165 - - 155,165
Performance-based income 5,528 - - 5,528
Other service fees 25,711 - 9,249 34,960
Total revenues from others 371,659 - 9,249 380,908
Revenues from funds Gopher/Olive manages:
One-time commissions 1,793 34 - 1,827
Recurring service fees 89,719 172,970 - 262,689
Performance-based income 1,039 7,805 - 8,844
Total revenues from funds Gopher/Olive manages 92,551 180,809 - 273,360
Total revenues 464,210 180,809 9,249 654,268
Less: VAT related surcharges (1,530 ) (440 ) (2,763 ) (4,733 )
Net revenues 462,680 180,369 6,486 649,535
Operating costs and expenses:
Compensation and benefits
Relationship manager compensation (136,644 ) (7,651 ) - (144,295 )
Other compensations (164,652 ) (61,548 ) (18,290 ) (244,490 )
Total compensation and benefits (301,296 ) (69,199 ) (18,290 ) (388,785 )
Selling expenses (47,547 ) (11,825 ) (2,960 ) (62,332 )
General and administrative expenses (43,641 ) (16,605 ) (10,870 ) (71,116 )
(Provision for) reversal of credit losses (4,735 ) (996 ) 5,828 97
Other operating expenses (7,306 ) (974 ) (8,866 ) (17,146 )
Government grants 7,108 4,093 32 11,233
Total operating costs and expenses (397,417 ) (95,506 ) (35,126 ) (528,049 )
Income (loss) from operations 65,263 84,863 (28,640 ) 121,486
| 18 |

| --- |

Noah Holdings Limited

Supplement Revenue Information by Geography

(unaudited)

Three months ended
March 31,<br> 2024 March 31,<br> 2025 Change
(in thousands of RMB, except percentages)
Revenues:
Mainland China 347,505 315,927 (9.1 )%
Hong Kong 234,403 227,148 (3.1 )%
Others 72,360 77,020 6.4 %
Total revenues 654,268 620,095 (5.2 )%

Noah Holdings Limited

Supplement Revenue Information by Product Types

(unaudited)


Three months ended
March 31, <br> 2024 March 31,<br> 2025 Change
(in thousands of RMB, except percentages)
Mainland China:
Public securities products [1] 120,151 128,720 7.1 %
Private equity products 195,388 166,769 (14.6 )%
Insurance products 18,863 6,474 (65.7 )%
Others 13,103 13,964 6.6 %
Subtotal 347,505 315,927 (9.1 )%
Overseas:
Investment products [2] 130,238 156,714 20.3 %
Insurance products 150,217 115,976 (22.8 )%
Online business [3] 5,139 10,495 104.2 %
Others 21,169 20,983 (0.9 )%
Subtotal 306,763 304,168 (0.8 )%
Total revenues 654,268 620,095 (5.2 )%

[1] Includes mutual funds and private secondary products.

[2] Includes non-money market mutual fund products, discretionary products, private secondary products, private equity products, real estate products and private credit products.

[3] Includes money market mutual fund products, securities brokerage business.

| 19 |

| --- |

Noah Holdings Limited

Supplement Information of Overseas Business

(unaudited)


Three months ended
March 31, <br> 2024 March 31,<br> 2025 Change
Net Revenues from Overseas (RMB, million) 306.8 304.2 (0.8 )%
Number of Overseas Registered Clients 15,725 18,207 15.8 %
Number of Overseas Active Clients 2,745 3,384 23.3 %
Transaction Value of Overseas Investment Products (RMB, billion) 8.4 8.1 (3.6 )%
Number of Overseas Relationship Managers 91 131 44.0 %
Overseas Assets Under Management (RMB, billion) 37.2 42.7 14.8 %

Noah Holdings Limited

Reconciliation of GAAP to Non-GAAP Results

(In RMB, except for per ADS data and percentages)

(unaudited) ^12^

Three months ended
March 31, March 31,
2024 2025
RMB'000 RMB'000 Change
Net income attributable to Noah shareholders 131,491 148,964 13.3 %
Adjustment for share-based compensation 36,599 24,780 (32.3 )%
Less: Tax effect of adjustments 6,922 4,956 (28.4 )%
Adjusted net income attributable to Noah shareholders (non-GAAP) 161,168 168,788 4.7 %
Net margin attributable to Noah shareholders 20.2 % 24.2 %
Non-GAAP net margin attributable to Noah shareholders 24.8 % 27.5 %
Net income attributable to Noah shareholders per ADS, diluted 1.88 2.11 12.2 %
Non-GAAP net income attributable to Noah shareholders per ADS, diluted 2.31 2.39 3.5 %

^12^ Noah’s Non-GAAP financial measures reflect the respective most directly comparable GAAP financial measures excluding the effects of all forms of share-based compensation and net of relevant tax impact, if any.

| 20 |

| --- |

Exhibit 99.2

FF305<br>Page 1 of 7 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Noah Holdings Private Wealth and Asset Management Limited<br>Date Submitted: 26 May 2025<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes<br>Stock code (if listed) 06686 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 22 May 2025 330,813,599 6,548,895 337,362,494<br>1). Repurchase of shares (shares held as treasury shares)<br>Repurchase of 23,714 ADSs (representing 118,570 ordinary shares) on the<br>New York Stock Exchange on May 23, 2025 (U.S. Eastern Time) under the<br>repurchase mandate granted on the annual general meeting held on June<br>12, 2024<br>Date of changes 23 May 2025<br>-118,570 0.036 % 118,570 USD 1.882<br>Closing balance as at (Notes 5 and 6) 23 May 2025 330,695,029 6,667,465 337,362,494
FF305<br>Page 2 of 7 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable<br>Remarks: The Company repurchased 23,714 ADSs (equivalent to 118,570 ordinary shares) on the New York Stock Exchange on May 23, 2025 (U.S. Eastern Time), for which the<br>weighted average repurchase price was US$9.412 per ADS, or US$1.882 per share (one ADS represents five ordinary shares).<br>The date of changes, as well as the dates for the opening balance and the closing balance, are all based on U.S. Eastern Time.
---
FF305<br>Page 3 of 7 v 1.3.0<br>Confirmation<br>Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury<br>shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory<br>requirements and, insofar as applicable:<br>(Note 7)<br>(i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;<br>(ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 8);<br>(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has<br> been made with all other legal requirements;<br>(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;<br>(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase<br> consideration for all such property has been duly satisfied; and<br>(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the<br> Registrar of Companies.<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.
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FF305<br>Page 4 of 7 v 1.3.0<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
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FF305<br>Page 5 of 7 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes<br>Stock code (if listed) 06686 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 23 May 2025 118,570 On another stock exchange<br>New York Stock Exchange<br>USD 1.898 USD 1.872 USD 223,191.43<br>Total number of shares<br>repurchased 118,570 Aggregate price paid $ USD 223,191.43<br>Number of shares<br>repurchased for<br>cancellation<br>0<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>118,570<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 12 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 33,043,675<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 6,667,465<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>2.018 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 22 June 2025
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FF305<br>Page 6 of 7 v 1.3.0<br>We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material changes to<br>the particulars contained in the Explanatory Statement dated April 25, 2024 which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set<br>out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: The trading date and the ending date for the moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) referred<br>to above are based on U.S. Eastern Time.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange.
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FF305<br>Page 7 of 7 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Jingbo Wang<br>(Name)<br>Title: Director<br>(Director, Secretary or other Duly Authorised Officer)
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Exhibit 99.3

FF305<br>Page 1 of 7 v 1.3.0<br>Next Day Disclosure Return<br>(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)<br>Instrument: Equity issuer Status: New Submission<br>Name of Issuer: Noah Holdings Private Wealth and Asset Management Limited<br>Date Submitted: 28 May 2025<br>Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the<br>Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the<br>Exchange (the “GEM Rules”).<br>Section I<br>1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes<br>Stock code (if listed) 06686 Description<br>A. Changes in issued shares or treasury shares<br>Events<br>Changes in issued shares<br>(excluding treasury shares)<br>Number of issued<br>shares (excluding<br>treasury shares)<br>As a % of existing<br>number of issued<br>shares (excluding<br>treasury shares) before<br>the relevant event<br>(Note 3)<br>Changes in treasury<br>shares<br>Number of treasury<br>shares<br>Issue/ selling price per<br>share (Note 4)<br>Total number of issued<br>shares<br>Opening balance as at (Note 1) 23 May 2025 330,695,029 6,667,465 337,362,494<br>1). Repurchase of shares (shares held as treasury shares)<br>Repurchase of 17,838 ADSs (representing 89,190 ordinary shares) on the<br>New York Stock Exchange on May 27, 2025 (U.S. Eastern Time) under the<br>repurchase mandate granted on the annual general meeting held on June<br>12, 2024<br>Date of changes 27 May 2025<br>-89,190 0.027 % 89,190 USD 1.893<br>Closing balance as at (Notes 5 and 6) 27 May 2025 330,605,839 6,756,655 337,362,494
FF305<br>Page 2 of 7 v 1.3.0<br>B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable<br>Remarks: The Company repurchased 17,838 ADSs (equivalent to 89,190 ordinary shares) on the New York Stock Exchange on May 27, 2025 (U.S. Eastern Time), for which the<br>weighted average repurchase price was US$9.463 per ADS, or US$1.893 per share (one ADS represents five ordinary shares).<br>The date of changes, as well as the dates for the opening balance and the closing balance, are all based on U.S. Eastern Time.
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FF305<br>Page 3 of 7 v 1.3.0<br>Confirmation<br>Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury<br>shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory<br>requirements and, insofar as applicable:<br>(Note 7)<br>(i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;<br>(ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 8);<br>(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has<br> been made with all other legal requirements;<br>(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;<br>(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase<br> consideration for all such property has been duly satisfied; and<br>(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the<br> Registrar of Companies.<br>Notes to Section I:<br>1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main<br>Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.<br>2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of<br>changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For<br>example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note<br>must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible<br>notes, these must be disclosed as 2 separate categories.<br>3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued<br>shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.
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FF305<br>Page 4 of 7 v 1.3.0<br>4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.<br>Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.<br>5. The closing balance date is the date of the last relevant event being disclosed.<br>6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 /<br>GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.<br>If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as<br>at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.<br>7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.<br>8. “Identical” means in this context:<br>- the securities are of the same nominal value with the same amount called up or paid up;<br>- they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br>- they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
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FF305<br>Page 5 of 7 v 1.3.0<br>Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).<br>Repurchase report<br>Section II<br>1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes<br>Stock code (if listed) 06686 Description<br>A. Repurchase report<br>Trading date Number of shares<br>repurchased<br>Method of repurchase<br>(Note 1)<br>Repurchase price per share or<br>highest repurchase price per<br>share $<br>Lowest repurchase<br>price per share $ Aggregate price paid $<br>1). 27 May 2025 89,190 On another stock exchange<br>New York Stock Exchange<br>USD 1.898 USD 1.862 USD 168,802.78<br>Total number of shares<br>repurchased 89,190 Aggregate price paid $ USD 168,802.78<br>Number of shares<br>repurchased for<br>cancellation<br>0<br>Number of shares<br>repurchased for holding<br>as treasury shares<br>89,190<br>B. Additional information for issuer who has a primary listing on the Exchange<br>1). Date of the resolution granting the repurchase mandate 12 June 2024<br>2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 33,043,675<br>3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 6,756,655<br>4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate<br>2.045 %<br>5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A<br>(Note 2)<br>Up to 26 June 2025
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FF305<br>Page 6 of 7 v 1.3.0<br>We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material changes to<br>the particulars contained in the Explanatory Statement dated April 25, 2024 which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set<br>out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange.<br>Remarks: The trading date and the ending date for the moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) referred<br>to above are based on U.S. Eastern Time.<br>Notes to Section II:<br>1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.<br>2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii)<br>announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise,<br>without the prior approval of the Exchange.
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FF305<br>Page 7 of 7 v 1.3.0<br>Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable<br>under Main Board Rule 10.06B / GEM Rule 13.14B.<br>Report of on-market sale of treasury shares Not applicable<br>Submitted by: Jingbo Wang<br>(Name)<br>Title: Director<br>(Director, Secretary or other Duly Authorised Officer)
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