|
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
| |
Not Applicable
(I.R.S. Employer
Identification No.) |
|
|
Copies to:
|
| ||||||
|
Qing Pan
Noah Holdings Limited Building 2, 1687 Changyang Road, Shanghai 200090 People’s Republic of China +86 (21) 8035-9221 |
| |
Steve Lin, Esq.
Kirkland & Ellis International LLP 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing 100004 People’s Republic of China +86 (10) 5737-9315 |
| |
David T. Zhang, Esq.
Mengyu Lu, Esq. Ethan Chen, Esq. Kirkland & Ellis International LLP c/o 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central, Hong Kong +852 3761-3318 |
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| | | | | 14 | | | |
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| | | | | 24 | | | |
| | | | | 34 | | | |
| TAXATION | | | | | 36 | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 41 | | | |
| EXPERTS | | | | | 42 | | |
| | | | | 43 | | | |
| | | | | 44 | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 224,145 | | | | | | 1,181,479 | | | | | | 1,998,979 | | | | | | — | | | | | | 3,404,603 | | |
Restricted cash
|
| | | | — | | | | | | 510 | | | | | | | | | | | | | | | | | | 510 | | |
Short-term investments
|
| | | | — | | | | | | 9,662 | | | | | | 83,141 | | | | | | — | | | | | | 92,803 | | |
Accounts receivable and contract assets, net
|
| | | | — | | | | | | 475,652 | | | | | | 332,377 | | | | | | — | | | | | | 808,029 | | |
Amounts due from related parties, net
|
| | | | 760 | | | | | | 276,744 | | | | | | 173,885 | | | | | | — | | | | | | 451,389 | | |
Loans receivables, net
|
| | | | — | | | | | | 50,884 | | | | | | 544,882 | | | | | | — | | | | | | 595,766 | | |
Investments in subsidiaries and the Consolidated Affiliated Entities
|
| | | | 8,538,829 | | | | | | — | | | | | | — | | | | | | (8,538,829) | | | | | | — | | |
Amounts due from internal companies
|
| | | | — | | | | | | — | | | | | | 754,753 | | | | | | (754,753) | | | | | | — | | |
Long-term investments
|
| | | | — | | | | | | 300,720 | | | | | | 367,852 | | | | | | — | | | | | | 668,572 | | |
Investment in affiliates
|
| | | | 301,509 | | | | | | 854,138 | | | | | | 246,436 | | | | | | — | | | | | | 1,402,083 | | |
Property and equipment, net
|
| | | | — | | | | | | 43,971 | | | | | | 2,536,964 | | | | | | — | | | | | | 2,580,935 | | |
Operating lease right-of-use assets, net
|
| | | | — | | | | | | 15,031 | | | | | | 208,621 | | | | | | — | | | | | | 223,652 | | |
Deferred tax assets
|
| | | | — | | | | | | 63,312 | | | | | | 272,593 | | | | | | — | | | | | | 335,905 | | |
Other assets
|
| | | | 637 | | | | | | 60,867 | | | | | | 264,038 | | | | | | — | | | | | | 325,542 | | |
Total assets
|
| | | | 9,065,880 | | | | | | 3,332,970 | | | | | | 7,784,521 | | | | | | (9,293,582) | | | | | | 10,889,789 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accrued payroll and welfare expenses
|
| | | | — | | | | | | 381,653 | | | | | | 564,894 | | | | | | — | | | | | | 946,547 | | |
Income tax payable
|
| | | | — | | | | | | 149,226 | | | | | | 41,034 | | | | | | — | | | | | | 190,260 | | |
Amounts due to internal companies
|
| | | | 575,428 | | | | | | 179,325 | | | | | | — | | | | | | (754,753) | | | | | | | | |
Deferred revenue
|
| | | | — | | | | | | 6,721 | | | | | | 56,910 | | | | | | — | | | | | | 63,631 | | |
Contingent liabilities
|
| | | | 433,345 | | | | | | — | | | | | | | | | | | | — | | | | | | 433,345 | | |
Deferred tax liabilities
|
| | | | — | | | | | | 254 | | | | | | 233,880 | | | | | | — | | | | | | 234,134 | | |
Operating lease liabilities, non-current
|
| | | | — | | | | | | 15,512 | | | | | | 115,444 | | | | | | — | | | | | | 130,956 | | |
Other liabilities
|
| | | | 16,332 | | | | | | 291,857 | | | | | | 441,086 | | | | | | — | | | | | | 749,275 | | |
Total liabilities
|
| | | | 1,025,105 | | | | | | 1,024,548 | | | | | | 1,453,248 | | | | | | (754,753) | | | | | | 2,748,148 | | |
Total net assets
|
| | | | 8,040,775 | | | | | | 2,308,422 | | | | | | 6,331,273 | | | | | | (8,538,829) | | | | | | 8,141,641 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 1,359,841 | | | | | | 839,534 | | | | | | 2,805,836 | | | | | | — | | | | | | 5,005,211 | | |
Restricted cash
|
| | | | — | | | | | | 3,585 | | | | | | 6,408 | | | | | | — | | | | | | 9,993 | | |
Short-term investments
|
| | | | — | | | | | | 75,000 | | | | | | 39,928 | | | | | | — | | | | | | 114,928 | | |
Accounts receivable and contract assets,
net |
| | | | — | | | | | | 133,956 | | | | | | 300,502 | | | | | | — | | | | | | 434,458 | | |
Amounts due from related parties, net
|
| | | | 778 | | | | | | 350,879 | | | | | | 168,521 | | | | | | — | | | | | | 520,178 | | |
Loans receivables, net
|
| | | | — | | | | | | 104,673 | | | | | | 314,274 | | | | | | — | | | | | | 418,947 | | |
Investments in subsidiaries and the Consolidated Affiliated Entities
|
| | | | 6,107,489 | | | | | | — | | | | | | — | | | | | | (6,107,489) | | | | | | — | | |
Amounts due from internal companies
|
| | | | — | | | | | | — | | | | | | 200,391 | | | | | | (200,391) | | | | | | — | | |
Long-term investments
|
| | | | — | | | | | | 280,624 | | | | | | 255,760 | | | | | | — | | | | | | 536,384 | | |
Investment in affiliates
|
| | | | 279,430 | | | | | | 740,452 | | | | | | 244,803 | | | | | | — | | | | | | 1,264,685 | | |
Property and equipment, net
|
| | | | — | | | | | | 18,134 | | | | | | 230,535 | | | | | | — | | | | | | 248,669 | | |
Operating lease right-of-use assets, net
|
| | | | — | | | | | | 19,010 | | | | | | 255,144 | | | | | | — | | | | | | 274,154 | | |
Deferred tax assets
|
| | | | — | | | | | | 41,149 | | | | | | 183,091 | | | | | | — | | | | | | 224,240 | | |
Other assets
|
| | | | 41,425 | | | | | | 46,132 | | | | | | 260,182 | | | | | | — | | | | | | 347,739 | | |
Total assets
|
| | | | 7,788,963 | | | | | | 2,653,128 | | | | | | 5,265,375 | | | | | | (6,307,880) | | | | | | 9,399,586 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accrued payroll and welfare expenses
|
| | | | — | | | | | | 166,411 | | | | | | 539,211 | | | | | | — | | | | | | 705,622 | | |
Income tax payable
|
| | | | — | | | | | | 99,889 | | | | | | 40,888 | | | | | | — | | | | | | 140,777 | | |
Amounts due to internal companies
|
| | | | 56,937 | | | | | | 143,454 | | | | | | — | | | | | | (200,391) | | | | | | | | |
Deferred revenue
|
| | | | | | | | | | 8,016 | | | | | | 63,597 | | | | | | — | | | | | | 71,613 | | |
Contingent liabilities
|
| | | | 530,433 | | | | | | — | | | | | | | | | | | | — | | | | | | 530,433 | | |
Deferred tax liabilities
|
| | | | 2,276 | | | | | | 3,070 | | | | | | 40,535 | | | | | | — | | | | | | 45,881 | | |
Operating lease liabilities, non-current
|
| | | | — | | | | | | 20,123 | | | | | | 174,261 | | | | | | — | | | | | | 194,384 | | |
Other liabilities
|
| | | | 13,806 | | | | | | 171,753 | | | | | | 247,946 | | | | | | — | | | | | | 433,505 | | |
Total liabilities
|
| | | | 603,452 | | | | | | 612,716 | | | | | | 1,106,438 | | | | | | (200,391) | | | | | | 2,122,215 | | |
Total net assets
|
| | | | 7,185,511 | | | | | | 2,040,412 | | | | | | 4,158,937 | | | | | | (6,107,489) | | | | | | 7,277,371 | | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net revenue
|
| | | | — | | | | | | 1,505,108 | | | | | | 3,013,347 | | | | | | (225,361) | | | | | | 4,293,094 | | |
Total operating cost and expenses
|
| | | | (42,240) | | | | | | (867,215) | | | | | | (2,410,102) | | | | | | 225,361 | | | | | | (3,094,196) | | |
(Loss) income from operations
|
| | | | (42,240) | | | | | | 637,893 | | | | | | 603,245 | | | | | | — | | | | | | 1,198,898 | | |
Total other (expenses) income
|
| | | | (21,853) | | | | | | 23,868 | | | | | | 97,129 | | | | | | — | | | | | | 99,144 | | |
Income tax expenses
|
| | | | — | | | | | | (195,446) | | | | | | (98,494) | | | | | | — | | | | | | (293,940) | | |
Income from equity in affiliates
|
| | | | 68,388 | | | | | | 150,106 | | | | | | 83,485 | | | | | | — | | | | | | 301,979 | | |
Income from equity in subsidiaries and the
Consolidated Affiliated Entities |
| | | | 1,309,836 | | | | | | — | | | | | | — | | | | | | (1,309,836) | | | | | | — | | |
Net income
|
| | | | 1,314,131 | | | | | | 616,421 | | | | | | 685,365 | | | | | | (1,309,836) | | | | | | 1,306,081 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net revenue
|
| | | | — | | | | | | 978,589 | | | | | | 2,512,040 | | | | | | (184,803) | | | | | | 3,305,826 | | |
Total operating cost and expenses
|
| | | | (5,944) | | | | | | (524,913) | | | | | | (1,701,296) | | | | | | 184,803 | | | | | | (2,047,350) | | |
(Loss) income from operations
|
| | | | (5,944) | | | | | | 453,676 | | | | | | 810,744 | | | | | | — | | | | | | 1,258,476 | | |
Total other (expenses) income
|
| | | | (1,793,649) | | | | | | 68,444 | | | | | | (118,590) | | | | | | — | | | | | | (1,843,795) | | |
Income tax expenses
|
| | | | (3,058) | | | | | | (128,563) | | | | | | (126,839) | | | | | | — | | | | | | (258,460) | | |
Income (loss) from equity in affiliates
|
| | | | 78,768 | | | | | | (258) | | | | | | 21,747 | | | | | | — | | | | | | 100,257 | | |
Income from equity in subsidiaries and the Consolidated Affiliated Entities
|
| | | | 978,658 | | | | | | — | | | | | | — | | | | | | (978,658) | | | | | | — | | |
Net (loss) income
|
| | | | (745,225) | | | | | | 393,299 | | | | | | 587,062 | | | | | | (978,658) | | | | | | (743,522) | | |
| | |
For the year ended December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net revenue
|
| | | | — | | | | | | 867,150 | | | | | | 2,760,044 | | | | | | (235,382) | | | | | | 3,391,812 | | |
Total operating cost and expenses
|
| | | | (5,687) | | | | | | (565,203) | | | | | | (2,141,338) | | | | | | 235,382 | | | | | | (2,476,846) | | |
(Loss) income from operations
|
| | | | (5,687) | | | | | | 301,947 | | | | | | 618,706 | | | | | | — | | | | | | 914,966 | | |
Total other (expenses) income
|
| | | | 33,617 | | | | | | 51,370 | | | | | | (31,978) | | | | | | — | | | | | | 53,009 | | |
Income tax expenses
|
| | | | (5,257) | | | | | | (92,914) | | | | | | (121,854) | | | | | | — | | | | | | (220,025) | | |
Income from equity in affiliates
|
| | | | 36,103 | | | | | | 29,111 | | | | | | 50,595 | | | | | | — | | | | | | 115,809 | | |
Income from equity in subsidiaries and the Consolidated Affiliated Entities
|
| | | | 770,375 | | | | | | — | | | | | | — | | | | | | (770,375) | | | | | | — | | |
Net income
|
| | | | 829,151 | | | | | | 289,514 | | | | | | 515,469 | | | | | | (770,375) | | | | | | 863,759 | | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net cash provided by operating
activities |
| | | | 63,125 | | | | | | 562,400 | | | | | | 896,313 | | | | | | — | | | | | | 1,521,838 | | |
Net cash used in investing activities
|
| | | | (1,120,785) | | | | | | (207,114) | | | | | | (2,820,103) | | | | | | 1,575,908 | | | | | | (2,572,094) | | |
Net cash provided by (used in) financing activities
|
| | | | 93,861 | | | | | | (16,416) | | | | | | 985,342 | | | | | | (1,575,908) | | | | | | (513,121) | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
| | | | 412,444 | | | | | | (409,359) | | | | | | 793,268 | | | | | | — | | | | | | 796,353 | | |
Net cash provided by (used in) investing activities
|
| | | | 57,424 | | | | | | 357,026 | | | | | | (105,556) | | | | | | 43,690 | | | | | | 352,584 | | |
Net cash used in financing activities
|
| | | | (248,238) | | | | | | — | | | | | | (79,494) | | | | | | (43,690) | | | | | | (371,422) | | |
| | |
For the year ended December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Our
company |
| |
Consolidated
Affiliated Entities |
| |
Our
subsidiaries |
| |
Eliminating
adjustments between (i) our company and our subsidiaries and (ii) the Consolidated Affiliated Entities |
| |
Consolidated
total |
| |||||||||||||||
| | |
(RMB in thousands)
|
| |||||||||||||||||||||||||||
Net cash provided by operating activities
|
| | | | 337,150 | | | | | | 761,312 | | | | | | 189,771 | | | | | | — | | | | | | 1,288,233 | | |
Net cash provided by (used in) investing activities
|
| | | | 135,693 | | | | | | (345,092) | | | | | | (51,281) | | | | | | 78,668 | | | | | | (182,012) | | |
Net cash provided by financing activities
|
| | | | 31,688 | | | | | | 20,670 | | | | | | 569,621 | | | | | | (78,668) | | | | | | 543,311 | | |
Service
|
| |
Fees
|
|
Issuance of ADSs | | | Up to US$0.05 per ADS issued | |
Cancelation of ADSs | | | Up to US$0.05 per ADS canceled | |
Distribution of cash dividends or other cash distributions | | | Up to US$0.05 per ADS held | |
Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights | | | Up to US$0.05 per ADS held | |
Distribution of securities other than ADSs or rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
Depositary services | | | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary | |
|
Signature
|
| |
Title
|
|
|
/s/ Jingbo Wang
Jingbo Wang
|
| |
Co-founder, chairwoman of the board and chief executive officer of the group
|
|
|
/s/ Zhe Yin
Zhe Yin
|
| |
Co-founder, director and chairman of Gopher Asset Management
|
|
|
/s/ Chia-Yue Chang
Chia-Yue Chang
|
| |
Director
|
|
|
/s/ Neil Nanpeng Shen
Neil Nanpeng Shen
|
| |
Director
|
|
|
/s/ Boquan He
Boquan He
|
| |
Independent director
|
|
|
/s/ May Yihong Wu
May Yihong Wu
|
| |
Independent director
|
|
|
/s/ Tze-Kaing Yang
Tze-Kaing Yang
|
| |
Independent director
|
|
|
/s/ Jinbo Yao
Jinbo Yao
|
| |
Independent director
|
|
|
Signature
|
| |
Title
|
|
|
/s/ Zhiwu Chen
Zhiwu Chen
|
| |
Independent director
|
|
|
/s/ Qing Pan
Qing Pan
|
| |
Chief financial officer
|
|
Exhibit 5.1
Our ref VSL/658613-000005/24282587v1
Noah Holdings Limited
Building 2, 1687 Changyang Road
Shanghai 200090
People’s Republic of China
21 June 2022
Dear Sirs
Noah Holdings Limited
We have acted as Cayman Islands legal advisers to Noah Holdings Limited (the “Company”) in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company’s class A ordinary shares of par value US$0.0005 each (the “Shares”), including Shares represented by American depositary shares (the “ADSs”).
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of dated 29 June 2007 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The fifth amended and restated memorandum and articles of association of the Company as adopted by special resolution dated 28 January 2016 (the “Memorandum and Articles”). |
1.3 | The written resolutions of the board of directors of the Company dated 28 March 2022 and 21 June 2022 (together, the “Board Resolutions”). |
1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”). |
1.5 | A certificate of good standing dated 7 June 2022, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”). |
1.6 | The Registration Statement. |
Assumptions
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
1.7 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
1.8 | All signatures, initials and seals are genuine. |
1.9 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
2 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
2.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
2.2 | The authorised share capital of the Company is US$50,000 divided into (i) 91,394,900 Class A Ordinary Shares of a nominal or par value of US$0.0005 each, and (ii) 8,605,100 Class B Ordinary Shares of a nominal or par value of US$0.0005 each. |
2.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
2.4 | The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
3 | Qualifications |
In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated March 30, 2022, relating to the financial statements of Noah Holdings Limited (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
June 21, 2022
Exhibit 23.3
To | Noah Holdings Limited |
Building 2, 1687 Changyang Road,
Shanghai 200090
People’s Republic of China
June 21, 2022
Dear Sir/Madam:
We consent to the reference to our firm’s name under the caption “Enforceability of Civil Liabilities” and “Legal Matters” in the registration statement on Form F-3 (the “Registration Statement”), filed by Noah Holdings Limited on June 21, 2022, with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended. We also consent to the filing of this consent letter as an exhibit to the Registration Statement with the SEC.
In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, or under the U.S. Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Zhong Lun Law Firm
Zhong Lun Law Firm
Exhibit 107.1
Calculation of Filing Fee Table
FORM F-3
(Form Type)
Noah
Holdings Limited
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A ordinary shares, par value US$0.0005 per share(1)(3) | Rule 457(r) | (2 | ) | (2 | ) | (2 | ) | (2 | ) | (2 | ) | |||||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Total Offering Amounts | (2 | ) | (2 | ) | ||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||||||
Net Fee Due | (2 | ) |
(1) | Includes securities initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. These securities are not being registered for the purposes of sales outside of the United States. |
(2) | An indeterminate aggregate number of securities is being registered as may from time to time be sold at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
(3) | American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-170167). Two American depositary share represent one Class A ordinary share. |
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