6-K - NOAH - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

Commission File Number: 001-34936

NoahHoldings Limited

No. 1687 ChangyangRoad, Changyang Valley, Building 2

Shanghai 200090, People’sRepublic of China

(86) 21 8035 9221

(Address of PrincipalExecutive Offices)

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

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

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: August 17, 2021

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Exhibit Index

Exhibit No.	Description.
Exhibit 99.1	Press Release

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Exhibit 99.1

NOAH HOLDINGS LIMITED ANNOUNCES UNAUDITED

FINANCIAL RESULTS FOR THE SECOND QUARTER OF2021

SHANGHAI, August 18, 2021 — Noah Holdings Limited ("Noah" or the "Company") (NYSE: NOAH), a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors, today announced its unaudited financial results for the second quarter of 2021.

SECOND QUARTER 2021 FINANCIAL HIGHLIGHTS

·	Net revenues for the second quarter of 2021 were RMB899.4 million<br>(US$139.3 million), a 20.3% increase from the corresponding period in 2020 due to increased one-time commissions as well as recurring<br>service fees.
(RMB millions,<br> <br>except percentages)	Q2 2020		Q2 2021		YoY Change
---	---	---	---	---	---	---	---
Wealth management		542.8		625.6		15.3	%
Asset management		181.6		256.3		41.1	%
Other businesses		23.0		17.5		(23.9	)%
Total net revenues		747.4		899.4		20.3	%
·	Income from operations for the second quarter of 2021 was RMB335.4<br>million (US$51.9 million), a 5.0% increase from the corresponding period in 2020.
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(RMB millions,<br> <br>except percentages)	Q2 2020		Q2 2021			YoY Change
---	---	---	---	---	---	---	---	---
Wealth management		196.6		176.7			(10.1	)%
Asset management		100.8		172.8			71.4	%
Other businesses		22.1		(14.1	)		N.A.
Total income from operations		319.5		335.4			5.0	%
·	Net income attributable to Noah shareholders for the second quarter<br>of 2021 was RMB305.5 million (US$47.3 million), a 2.0% increase from the corresponding period in 2020.
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·	Non-GAAP^1^ net incomeattributable to Noah shareholders for the second quarter of 2021 was RMB337.0 million (US$52.2 million), a 7.5% increase from the<br>corresponding period in 2020.
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SECOND QUARTER 2021 OPERATIONAL UPDATES

Wealth Management Business

We offer investment products and provide value-added services to high net worth investors in China and overseas for our wealth management business. Noah primarily distributes private equity, private secondary, mutual funds and other products denominated in RMB and other currencies.

^1^ Noah’s Non-GAAP financial measures are its corresponding GAAP financial measures excluding the effects of all forms of share-based compensation, non-recurring share-based settlement expenses and net of relevant tax impact, if any. See “Reconciliation of GAAP to Non-GAAP Results” at the end of this press release.

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| --- | | · | Total number of registered clients as of June 30, 2021 was 397,235, a 19.6% increase from June 30, 2020, and a 3.4% increase from March 31, 2021. | | --- | --- | | · | Total number of active clients^2^ which excluded mutual fund-only clients during the second quarter of 2021 was 4,676, a 38.9% increase from the second quarter of 2020, and a 25.8% decrease from the first quarter of 2021. Counting in mutual fund-only clients, the total number of clients who transacted with us during the second quarter of 2021 was 20,290, a 38.0% increase from the second quarter of 2020, and a 27.1% decrease from the first quarter of 2021. | | --- | --- | | · | Aggregate value of investment products distributed during the second quarter of 2021 was RMB25.0 billion (US$3.9 billion), a 16.6% increase from the second quarter of 2020. | | --- | --- | | | Three months ended June 30, | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2020 | | | | 2021 | | | | | Product type | | (RMB in billions, except percentages) | | | | | | | | Private equity products | | 2.5 | 11.9 | % | | 6.5 | 25.9 | % | | Private secondary products**^3^** | | 7.2 | 33.4 | % | | 7.7 | 30.8 | % | | Mutual fund products | | 10.8 | 50.4 | % | | 9.4 | 37.5 | % | | Other products**^4^** | | 0.9 | 4.3 | % | | 1.4 | 5.8 | % | | All products | | 21.4 | 100.0 | % | | 25.0 | 100.0 | % | | · | Coverage network in mainland China covers 81 cities as of June 30, 2021, compared with 78 cities as of June 30, 2020 and 82 cities as of March 31, 2021. | | --- | --- | | · | Number of relationship managers was 1,268 as of June 30, 2021, a 6.0% increase from June 30, 2020, and a 1.8% increase from March 31, 2021. The turnover rate of core “elite” relationship managers was 1.7%, compared with 1.4% as of June 30, 2020. | | --- | --- |

Asset Management Business

Our asset management business is conducted through Gopher Asset Management Co., Ltd. (“Gopher Asset Management”), a leading multi-asset manager in China with overseas offices in Hong Kong and the United States. Gopher Asset Management develops and manages assets ranging from private equity, real estate, public securities to multi-strategy investments denominated in RMB and other currencies.

·	Total assets under management as of June 30, 2021 were RMB155.9<br>billion (US$24.1 billion), a 1.2% increase from March 31, 2021 and a 2.2% decrease from June 30, 2020.

^2^ “Active clients” for a given period refers to registered high net worth investors who purchase investment products distributed or provided by Noah during that given period, excluding clients who transacted only on our online mutual fund platform.

^3^ “Private secondary products” refers to privately raised investment products that invest in publicly traded securities, and “mutual fund products” refers to publicly raised investment products that invest in publicly traded securities, and these two were previously combined as “public securities products”.

^4^ “Other products” refers to other investment products, which includes insurance products, multi-strategies products and others.

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| --- | | Investment type | As of March 31, 2021 | | | | Growth | | Distribution/ Redemption | | As of June 30, 2021 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | (RMB billions, except percentages) | | | | | | | | | | | | Private equity | | 121.9 | 79.1 | % | | 5.8 | | - | | 127.7 | 81.9 | % | | Public securities**^5^** | | 10.5 | 6.8 | % | | 1.5 | | 0.9 | | 11.1 | 7.1 | % | | Real estate | | 10.7 | 7.0 | % | | - | | 0.5 | | 10.2 | 6.6 | % | | Multi-strategies | | 5.9 | 3.8 | % | | 0.1 | | 0.5 | | 5.5 | 3.5 | % | | Others | | 5.1 | 3.3 | % | | - | | 3.7 | | 1.4 | 0.9 | % | | All Investments | | 154.1 | 100.0 | % | | 7.4 | | 5.6 | | 155.9 | 100.0 | % |

Other Businesses

Since the fourth quarter of 2020, our other businesses segment has been transitioning to “Noah Digital Intelligence”, aiming to diversify distribution channels beyond our wealth management, and to provide more comprehensive services and investment products.

Ms. Jingbo Wang, co-founder and CEO of Noah, said, “It has been two years since we started the paradigm transformation in the third quarter of 2019. We are happy to report continued strong growth year-over-year in diamond and black card client numbers and all major revenue streams in the second quarter of 2021. Our net revenues grew 20.3% year-on-year to RMB899.4 million, and non-GAAP net income grew 7.5% year-on-year to RMB337.0 million in this quarter, supported by that fact that one-time commissions, recurring service fees and performance-based income were up 94.7%, 5.2% and 34.7% year-on-year respectively. A significant milestone we achieved in this quarter is that we have completed the redemption and distribution of all single counter-party private credit products, except for partial Camsing and Huishan products. Another encouraging signal is that the number of black card clients increased by 11.3% to 1,104 as of June 30, 2021, indicating the fastest growth of our ultra-high-net-worth clients since the transformation. In addition, by strategically investing in iCapital Network, we hope to continue improving our competitiveness overseas.”

SECOND QUARTER 2021 FINANCIAL RESULTS

Net Revenues

Net revenues for the second quarter of 2021 were RMB899.4 million (US$139.3 million), a 20.3% increase from the corresponding period in 2020, primarily driven by increased one-time commissions as well as recurring service fees, partially offset by decreased other service fees.

·	Wealth Management Business
·	Net revenues from one-time commissions<br>for the second quarter of 2021 were RMB215.3 million (US$33.4 million), a 70.9% increase from the corresponding period in 2020, primarily<br>due to increased transaction value as well as the distribution of higher one-time commission rates products.
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·	Net revenues from recurring service fees<br>for the second quarter of 2021 were RMB340.0 million (US$52.7 million), a 9.6% increase from the corresponding period in 2020, mainly<br>due to cumulative effect of investment products with recurring service fees previously distributed.
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·	Net revenues from performance-based income<br>for the second quarter of 2021 were RMB55.6 million (US$8.6 million), a 25.3% decrease from the corresponding period of 2020, primarily<br>due to less performance-based income from public securities products.
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^5^ The asset distribution/redemption of public securities also includes market appreciation or depreciation.

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| --- | | · | Net revenues from other service fees for the second quarter of 2021 were RMB14.6 million (US$2.3 million), a 54.5% decrease from the corresponding period in 2020, primarily due to less value-added services Noah offers to its high net worth clients during the COVID-19 epidemic. | | --- | --- | | · | Asset Management Business | | --- | --- | | · | Net revenues from recurring service fees for the second quarter of 2021 were RMB158.5 million (US$24.5 million), a 3.4% decrease from the corresponding period in 2020. | | --- | --- | | · | Net revenues from performance-based incomefor the second quarter of 2021 were RMB66.3 million (US$10.3 million), a 311.8% increase from the corresponding period in 2020, primarily due to an increase in performance-based income from real estate products and offshore private equity products. | | --- | --- | | · | Other Businesses | | --- | --- | | · | Net revenues for the second quarter of 2021 were RMB17.5 million (US$2.7 million), a 23.9% decrease from the corresponding period in 2020. The decrease was primarily due to reduced loan origination since the second half of 2020 as well as the ongoing impact of COVID-19. | | --- | --- |

Operating Costs and Expenses

Operating costs andexpenses for the second quarter of 2021 were RMB564.0 million (US$87.4 million), a 31.8% increase from the corresponding period in 2020. Operating costs and expenses primarily consisted of compensation and benefits of RMB395.8 million (US$61.3 million), selling expenses of RMB99.5 million (US$15.4 million), general and administrative expenses of RMB77.9 million (US$12.1 million), provision of credit losses of RMB2.1 million (US$0.3 million) and other operating expenses of RMB28.1 million (US$4.3 million).

·	Operating costs and expenses for the wealthmanagement business for the second quarter of 2021 were RMB448.9 million (US$69.5 million), a 29.7% increase from the corresponding<br>period in 2020, primarily due to an increase in compensation and benefits in line with increased transaction value and selling expenses.
·	Operating costs and expenses for the assetmanagement business for the second quarter of 2021 were RMB83.4 million (US$12.9 million), a 3.2% increase from the corresponding<br>period in 2020, primarily due to increased compensation and benefits as well as expenses and offset by more government grants received.
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·	Operating costs and expenses for other businesses for the second quarter<br>of 2021 were RMB31.7 million (US$4.9 million), compared with RMB0.8 million from the corresponding period in 2020, primarily due to increased<br>depreciation expenses for our newly purchased headquarter buildings as well as less government grants received compared with corresponding<br>period in 2020.
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Operating Margin

Operating margin for the second quarter of 2021 was 37.3%, decreased from 42.7% for the corresponding period in 2020.

·	Operating margin for the wealth managementbusiness for the second quarter of 2021 was 28.2%, compared with 36.2% for the corresponding period in 2020, due to less expenses incurred<br>in the first half year of 2020 due to the COVID-19 pandemic as well as private equity products distribution business transferred to asset<br>management business.
·	Operating margin for the asset managementbusiness for the second quarter of 2021 was 67.4%, compared with 55.5% for the corresponding period in 2020, due to revenue recognition<br>of private equity products transferred from wealth management business to asset management business since the fourth quarter of 2020 as<br>well as more performance-based income in this quarter.
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| --- | | · | Loss from operation for other businesses for the second quarter of 2021 was RMB14.1 million (US$2.2 million), compared with an operating income of RMB22.1 million for the corresponding period in 2020. | | --- | --- |

Investment Income

Investment income for the second quarter of 2021 was RMB3.5 million (US$0.5 million), compared with RMB4.7 million for the corresponding period in 2020.

Income Tax Expenses

Income tax expense****s for the second quarter of 2021 were RMB68.7 million (US$10.6 million), an 11.7% decrease from the corresponding period in 2020, primarily due to less taxable income.

Income from Equity in Affiliates

Income from equity in affiliates for the second quarter of 2021 was RMB53.4 million (US$8.3 million), a 31.3% increase from the corresponding period in 2020, primarily due to the increase of net income of the funds of funds we manage and invest in as the general partner or manager.

Net Income

·	Net Income
·	Net income for the second quarter of 2021<br>was RMB308.0 million (US$47.7 million), a 2.0% increase from the corresponding period in 2020.
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·	Net margin for the second quarter of 2021<br>was 34.2%, down from 40.4% for the corresponding period in 2020.
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·	Net income attributable to Noah shareholdersfor the second quarter of 2021 was RMB305.5 million (US$47.3 million), a 2.0% increase from the corresponding period in 2020.
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·	Net margin attributable to Noah shareholdersfor the second quarter of 2021 was 34.0%, down from 40.1% for the corresponding period in 2020.
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·	Net income attributable to Noah shareholdersper basic and diluted ADS for the second quarter of 2021 was RMB4.56 (US$0.71) and RMB4.53 (US$0.70), respectively, down from RMB4.86<br>and RMB4.84 respectively, for the corresponding period in 2020.
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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 second quarter of 2021 was RMB337.0 million (US$52.2 million), a 7.5% increase from the corresponding period in 2020.
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·	Non-GAAP net margin attributable to Noah shareholdersfor the second quarter of 2021 was 37.5%, compared with 42.0% for the corresponding period in 2020.
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·	Non-GAAP net income attributable to Noah shareholdersper diluted ADS for the second quarter of 2021 was RMB5.00 (US$0.77), down from RMB5.06 for the corresponding period in 2020.
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Balance Sheet and Cash Flow

As of June 30, 2021, the Company had RMB2,686.4 million (US$416.1 million) in cash and cash equivalents, compared with RMB4,904.3 million as of March 31, 2021 and RMB4,170.7 million as of June 30, 2020.

Net cash inflow from the Company’s operating activities during the second quarter of 2021 was RMB5.7 million (US$0.9 million), primarily due to cash inflow generated from operating profit and partially offset by annual payment of employee annual bonuses and annual tax filing in the second quarter.

Net cash outflow from the Company’s investing activities during the second quarter of 2021 was RMB2,201.5 million (US$341.0 million), primarily due to cash payment for the acquisition of our new headquarter in the second quarter.

Net cash outflow from the Company’s financing activities was RMB9.9 million (US$1.5 million) in the second quarter of 2021, primarily due to certain capital divestment and dividend distribution to certain of non-controlling interest shareholders.

2021 FORECAST

The Company estimates that non-GAAP net income attributable to Noah shareholders for the full year 2021 will be in the range of RMB1.2 billion to RMB1.3 billion. This estimate reflects management’s current business outlook and is subject to change.

CONFERENCE CALL

Senior management will host a combined English and Chinese language conference call to discuss the Company’s second quarter 2021 unaudited financial results and recent business activities.

The conference call may be accessed with the following details:

Conference call details
Date/Time:	Tuesday, August 17, 2021 at 8:00 p.m., U.S. Eastern Time<br> Wednesday, August 18, 2021 at 8:00 a.m., Hong Kong Time
Dial in details:
- United States Toll Free	+1-888-317-6003
- Mainland China Toll Free	4001-206-115
- Hong Kong Toll Free	800-963-976
- International	+1-412-317-6061
Conference Title:	Noah Holdings 2Q21 Earnings Conference Call
Participant Password:	7553238

A telephone replay will be available starting one hour after the end of the conference call until August 24, 2021 at +1-877-344-7529 (US Toll Free) or +1-412-317-0088 (International Toll). The replay access code is 10159207.

A live and archived webcast of the conference call will be available at Noah's investor relations website under the Announcements & Events section at http://ir.noahgroup.com.

DISCUSSION OF 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-recurring share-based settlement expenses and net of tax impact, if any. See “Reconciliation of GAAP to Non-GAAP Results” at the end of this press release.

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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.

ABOUT NOAH HOLDINGS LIMITED

Noah Holdings Limited (NYSE: NOAH) is a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors. In the first half of 2021, Noah distributed RMB52.1 billion (US$8.1 billion) of investment products. Through Gopher Asset Management, Noah had assets under management of RMB155.9 billion (US$24.1 billion) as of June 30, 2021.

Noah’s wealth management business primarily distributes private equity, private secondary, mutual fund and other products denominated in RMB and other currencies. Noah delivers customized financial solutions to clients through a network of 1,268 relationship managers in 81 cities in mainland China, and serves the international investment needs of its clients through offices in Hong Kong, Taiwan, United States and Singapore. The Company’s wealth management business had 397,235 registered clients as of June 30, 2021. As a leading multi-asset manager in China, Gopher Asset Management manages private equity, real estate, public securities, 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 second quarter of 2021 ended June 30, 2021 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 RMB6.4566 to US$1.00, the effective noon buying rate for June 30, 2021 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. Among other things, the outlook for 2021 and quotations from management in this announcement, as well as Noah's strategic and operational plans, contain forward-looking 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 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. 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; 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, including its annual reports on Form 20-F. 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

Sonia Han

Tel: +86-21-8035-8294

ir@noahgroup.com

____________________________________

-- FINANCIAL AND OPERATIONAL TABLES FOLLOW --

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Noah Holdings Limited

Condensed Consolidated Balance Sheets

(unaudited)

	As of
	March 31,		June 30,		June 30,
	2021		2021		2021
	RMB'000		RMB'000		'000
Assets
Current assets:
Cash and cash equivalents		4,904,316		2,686,422
Restricted cash		9,995		10,067
Short-term investments		143,140		96,050
Accounts receivable, net		444,421		470,265
Loans receivable, net		407,595		515,194
Amounts due from related parties		715,396		643,972
Other current assets		203,938		239,997
Total current assets		6,828,801		4,661,967
Long-term investments, net		556,166		554,280
Investment in affiliates		1,268,909		1,258,829
Property and equipment, net		235,974		2,642,584
Operating lease right-of-use assets, net		268,395		256,597
Deferred tax assets		223,783		223,801
Other non-current assets		214,807		199,232
Total Assets		9,596,835		9,797,290
Liabilities and Equity
Current liabilities:
Accrued payroll and welfare expenses		844,021		491,716
Income tax payable		244,518		84,675
Deferred revenues		85,143		96,523
Contingent liabilities		532,612		460,315
Other current liabilities		448,127		554,383
Total current liabilities		2,154,421		1,687,612
Operating lease liabilities, non-current		180,308		169,167
Deferred tax liabilities		46,139		241,084
Other non-current liabilities		844		109,134
Total Liabilities		2,381,712		2,206,997
Equity		7,215,123		7,590,293
Total Liabilities and Equity		9,596,835		9,797,290

All values are in US Dollars.

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Noah Holdings Limited

Condensed Consolidated Income Statements

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

(unaudited)

	Three months ended
	June 30,			June 30,			June 30,
	2020			2021			2021		Change
	RMB'000			RMB'000			'000
Revenues:
Revenues from others:
One-time commissions		117,085			195,891					67.3	%
Recurring service fees		152,253			218,988					43.8	%
Performance-based income		57,206			46,468					(18.8	)%
Other service fees		56,197			32,283					(42.6	)%
Total revenues from others		382,741			493,630					29.0	%
Revenues from funds Gopher manages:
One-time commissions		10,431			52,377					402.1	%
Recurring service fees		324,174			282,333					(12.9	)%
Performance-based income		33,766			76,101					125.4	%
Total revenues from funds Gopher manages		368,371			410,811					11.5	%
Total revenues		751,112			904,441					20.4	%
Less: VAT related surcharges		(3,674	)		(5,052	)		)		37.5	%
Net revenues		747,438			899,389					20.3	%
Operating costs and expenses:
Compensation and benefits
Relationship managers		(113,044	)		(153,275	)		)		35.6	%
Others		(217,805	)		(242,507	)		)		11.3	%
Total compensation and benefits		(330,849	)		(395,782	)		)		19.6	%
Selling expenses		(62,622	)		(99,463	)		)		58.8	%
General and administrative expenses		(68,502	)		(77,892	)		)		13.7	%
Provision for credit losses		(1,897	)		(2,112	)		)		11.3	%
Other operating expenses		(20,715	)		(28,082	)		)		35.6	%
Government grants		56,651			39,300					(30.6	)%
Total operating costs and expenses		(427,934	)		(564,031	)		)		31.8	%
Income from operations		319,504			335,358					5.0	%
Other income:
Interest income		10,530			18,212					73.0	%
Investment income		4,711			3,487					(26.0	)%
Settlement expenses		-			(19,190	)		)		N.A.
Other income (expenses)		4,298			(14,617	)		)		N.A.
Total other income (expenses)		19,539			(12,108	)		)		N.A.
Income before taxes and income from equity in affiliates		339,043			323,250					(4.7	)%
Income tax expense		(77,810	)		(68,720	)		)		(11.7	)%
Income from equity in affiliates		40,693			53,420					31.3	%
Net income		301,926			307,950					2.0	%
Less: net income attributable to non-controlling interests		2,285			2,424					6.1	%.
Net income attributable to Noah shareholders		299,641			305,526					2.0	%
Income per ADS, basic		4.86			4.56					(6.2	)%
Income per ADS, diluted		4.84			4.53					(6.4	)%
Margin analysis:
Operating margin		42.7	%		37.3	%		%
Net margin		40.4	%		34.2	%		%
Weighted average ADS equivalent^[1]^:
Basic		61,661,522			66,993,114
Diluted		61,921,913			67,449,200
ADS equivalent outstanding at end of period		61,698,055			60,080,070

All values are in US Dollars.

[1] Assumes all outstanding ordinary shares are represented by ADSs. Each ordinary share represents two ADSs.

Noah Holdings Limited

Condensed Consolidated Income Statements

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

(unaudited)

	Six months ended
	June 30,			June 30,			June 30,
	2020			2021			2021		Change
	RMB'000			RMB'000			'000
Revenues:
Revenues from others:
One-time commissions		324,270			474,595					46.4	%
Recurring service fees		300,710			439,501					46.2	%
Performance-based income		71,824			322,992					349.7	%
Other service fees		122,805			55,996					(54.4	)%
Total revenues from others		819,609			1,293,084					57.8	%
Revenues from funds Gopher manages:
One-time commissions		15,180			98,523					549.0	%
Recurring service fees		627,624			539,030					(14.1	)%
Performance-based income		38,941			204,657					425.6	%
Total revenues from funds Gopher manages		681,745			842,210					23.5	%
Total revenues		1,501,354			2,135,294					42.2	%
Less: VAT related surcharges		(7,799	)		(11,169	)		)		43.2	%
Net revenues		1,493,555			2,124,125					42.2	%
Operating costs and expenses:
Compensation and benefits
Relationship managers		(283,096	)		(360,147	)		)		27.2	%
Others		(412,592	)		(617,760	)		)		49.7	%
Total compensation and benefits		(695,688	)		(977,907	)		)		40.6	%
Selling expenses		(107,162	)		(182,918	)		)		70.7	%
General and administrative expenses		(132,187	)		(158,177	)		)		19.7	%
Provision for credit losses		(4,706	)		(5,519	)		)		17.3	%
Other operating expenses		(53,332	)		(55,170	)		)		3.4	%
Government grants		75,286			93,314					23.9	%
Total operating costs and expenses		(917,789	)		(1,286,377	)		)		40.2	%
Income from operations		575,766			837,748					45.5	%
Other income:
Interest income		32,700			41,139					25.8	%
Investment income		22,277			37,848					69.9	%
Settlement expenses		-			(19,190	)		)		N.A.
Other income (expense)		5,156			(15,103	)		)		N.A.
Total other income		60,133			44,694					(25.7	)%
Income before taxes and income from equity in affiliates		635,899			882,442					38.8	%
Income tax expense		(146,086	)		(198,566	)		)		35.9	%
Income from equity in affiliates		55,769			76,933					37.9	%
Net income		545,582			760,809					39.4	%
Less: net income attributable to non-controlling interests		2,916			1,190					(59.2	)%
Net income attributable to Noah shareholders		542,666			759,619					40.0	%
Income per ADS, basic		8.80			11.33					28.8	%
Income per ADS, diluted		8.76			11.25					28.4	%
Margin analysis:
Operating margin		38.6	%		39.4	%		%
Net margin		36.5	%		35.8	%		%
Weighted average ADS equivalent^[1]^:
Basic		61,640,688			67,042,174
Diluted		61,949,755			67,497,514
ADS equivalent outstanding at end of period		61,698,055			60,080,070

All values are in US Dollars.

[1] Assumes all outstanding ordinary shares are represented by ADSs. Each ordinary share represents two ADSs.

Noah Holdings Limited

Condensed Comprehensive Income Statements

(unaudited)

	Three months ended
	June 30,			June 30,			June 30,
	2020			2021			2021		Change
	RMB'000			RMB'000			'000
Net income		301,926			307,950					2.0	%
Other comprehensive income, net of tax:
Foreign currency translation adjustments		(7,160	)		(22,809	)		)		218.6	%
Fair value fluctuation of available for sale Investment (after tax)		775			134					(82.7	)%
Comprehensive income		295,541			285,275					(3.5	)%
Less: Comprehensive income attributable to non-controlling interests		2,326			2,411					3.7	%
Comprehensive income attributable to Noah shareholders		293,215			282,864					(3.5	)%

All values are in US Dollars.

Noah Holdings Limited

Condensed Comprehensive Income Statements

(unaudited)

	Six months ended
	June 30,		June 30,			June 30,
	2020		2021			2021		Change
	RMB'000		RMB'000			'000
Net income		545,582		760,809					39.4	%
Other comprehensive income, net of tax:
Foreign currency translation adjustments		30,159		(14,400	)		)		N.A.
Fair value fluctuation of available for sale Investment (after tax)		771		134					(82.6	)%
Comprehensive income		576,512		746,543					29.5	%
Less: Comprehensive income attributable to non-controlling interests		2,952		1,210					(59.0	)%
Comprehensive income attributable to Noah shareholders		573,560		745,333					29.9	%

All values are in US Dollars.

Noah Holdings Limited

Supplemental Information

(unaudited)

	As of
	June 30, <br> 2020		June 30, <br> 2021		Change
Number of registered clients		332,157		397,235		19.6	%
Number of relationship managers		1,196		1,268		6.0	%
Number of cities in mainland China under coverage		78		81		3.8	%
	Three months ended
---	---	---	---	---	---	---	---
	June 30,<br> 2020		June 30, <br> 2021		Change
	(in millions of RMB, except number of active clients and percentages)
Number of active clients		3,367		4,676		38.9	%
Number of active clients including mutual fund clients		14,703		20,290		38.0	%
Transaction value:
Private equity products		2,551		6,472		153.7	%
Private secondary products		7,162		7,708		7.6	%
Mutual fund products		10,809		9,375		(13.3	)%
Other products		921		1,446		57.0	%
Total transaction value		21,443		25,001		16.6	%

Noah Holdings Limited

Segment Condensed Income Statements

(unaudited)

	Three months ended June 30, 2021
	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		195,891			-			-			195,891
Recurring service fees		218,988			-			-			218,988
Performance-based income		46,468			-			-			46,468
Other service fees		14,665			-			17,618			32,283
Total revenues from others		476,012			-			17,618			493,630
Revenues from funds Gopher manages
One-time commissions		20,705			31,672			-			52,377
Recurring service fees		123,031			159,302			-			282,333
Performance-based income		9,507			66,594			-			76,101
Total revenues from funds Gopher manages		153,243			257,568			-			410,811
Total revenues		629,255			257,568			17,618			904,441
Less: VAT related surcharges		(3,665	)		(1,299	)		(88	)		(5,052	)
Net revenues		625,590			256,269			17,530			899,389
Operating costs and expenses:
Compensation and benefits
Relationship managers		(149,874	)		(3,401	)		-			(153,275	)
Others		(154,463	)		(74,017	)		(14,027	)		(242,507	)
Total compensation and benefits		(304,337	)		(77,418	)		(14,027	)		(395,782	)
Selling expenses		(82,726	)		(10,496	)		(6,241	)		(99,463	)
General and administrative expenses		(54,091	)		(16,676	)		(7,125	)		(77,892	)
Provision for credit losses		-			-			(2,112	)		(2,112	)
Other operating expenses		(12,758	)		(1,424	)		(13,900	)		(28,082	)
Government grants		4,997			22,579			11,724			39,300
Total operating costs and expenses		(448,915	)		(83,435	)		(31,681	)		(564,031	)
Income (loss) from operations		176,675			172,834			(14,151	)		335,358

Noah Holdings Limited

SegmentCondensed Income Statements

(unaudited) ****

	Three months ended June 30, 2020
	Wealth<br><br> Management <br>Business			Asset<br><br> Management <br>Business			Other<br><br> Businesses			Total
	RMB’000			RMB’000			RMB’000			RMB’000
Revenues:
Revenues from others
One-time commissions		116,719			366			-			117,085
Recurring service fees		151,607			646			-			152,253
Performance-based income		57,206			-			-			57,206
Other service fees		32,163			627			23,407			56,197
Total revenues from others		357,695			1,639			23,407			382,741
Revenues from funds Gopher manages
One-time commissions		9,860			571			-			10,431
Recurring service fees		160,202			163,972			-			324,174
Performance-based income		17,613			16,153			-			33,766
Total revenues from funds Gopher manages		187,675			180,696			-			368,371
Total revenues		545,370			182,335			23,407			751,112
Less: VAT related surcharges		(2,560	)		(693	)		(421	)		(3,674	)
Net revenues		542,810			181,642			22,986			747,438
Operating costs and expenses:
Compensation and benefits
Relationship managers		(113,044	)		-			-			(113,044	)
Others		(129,238	)		(70,395	)		(18,172	)		(217,805	)
Total compensation and benefits		(242,282	)		(70,395	)		(18,172	)		(330,849	)
Selling expenses		(49,302	)		(8,407	)		(4,913	)		(62,622	)
General and administrative expenses		(51,735	)		(12,994	)		(3,773	)		(68,502	)
Provision for credit losses		-			-			(1,897	)		(1,897	)
Other operating expenses		(17,796	)		(1,614	)		(1,305	)		(20,715	)
Government grants		14,868			12,549			29,234			56,651
Total operating costs and expenses		(346,247	)		(80,861	)		(826	)		(427,934	)
Income from operations		196,563			100,781			22,160			319,504

Noah Holdings Limited

Supplement Revenue Information by Geography

(unaudited) ****

	Three months ended June 30, 2021
	Wealth <br> Management<br> Business		Asset <br> Management<br> Business		Other <br> Businesses		Total
	RMB'000		RMB'000		RMB'000		RMB'000
Revenues:
Mainland China		450,226		209,183		17,618		677,027
Hong Kong		143,309		38,942		-		182,251
Others		35,720		9,443		-		45,163
Total revenues		629,255		257,568		17,618		904,441
	Three months ended June 30, 2020
---	---	---	---	---	---	---	---	---
	Wealth <br> Management<br> Business		Asset <br> Management<br> Business		Other <br> Businesses		Total
	RMB'000		RMB'000		RMB'000		RMB'000
Revenues:
Mainland China		392,284		150,489		23,407		566,180
Hong Kong		121,176		28,052		-		149,228
Others		31,910		3,794		-		35,704
Total revenues		545,370		182,335		23,407		751,112

Noah Holdings Limited

Reconciliation of GAAP to Non-GAAP Results

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

(unaudited)

	Three months ended
	June 30,			June 30,
	2020			2021			Change
	RMB'000			RMB'000
Net income attributable to Noah shareholders		299,641			305,526			2.0	%
Adjustment for share-based compensation		18,106			16,034			(11.4	)%
Add: settlement expense		-			19,190			N.A.
Less: tax effect of adjustments		4,193			3,720			(11.3	)%
Adjusted net income attributable to Noah shareholders (non-GAAP)		313,554			337,030			7.5	%
Net margin attributable to Noah shareholders		40.1	%		34.0	%
Non-GAAP net margin attributable to Noah shareholders		42.0	%		37.5	%
Net income attributable to Noah shareholders per ADS, diluted		4.84			4.53			(6.4	)%
Non-GAAP net income attributable to Noah shareholders per ADS, diluted		5.06			5.00			(1.2	)%

Noah Holdings Limited

Reconciliation of GAAP to Non-GAAP Results

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

(unaudited)

	Six months ended
	June 30,			June 30,
	2020			2021			Change
	RMB'000			RMB'000
Net income attributable to Noah shareholders		542,666			759,619			40.0	%
Adjustment for share-based compensation		36,397			26,178			(28.1	)%
Add: settlement expense		-			19,190			N.A.
Less: tax effect of adjustments		8,428			6,074			(27.9	)%
Adjusted net income attributable to Noah shareholders (non-GAAP)		570,635			798,913			40.0	%
Net margin attributable to Noah shareholders		36.3	%		35.8	%
Non-GAAP net margin attributable to Noah shareholders		38.2	%		37.6	%
Net income attributable to Noah shareholders per ADS, diluted		8.76			11.25			28.4	%
Non-GAAP net income attributable to Noah shareholders per ADS, diluted		9.21			11.84			28.6	%