Noah Holdings Ltd Files 20-F Annual Report for Fiscal Year 2023

TL;DR

<b>Noah Holdings Ltd has submitted its 2023 annual report (20-F), detailing financial performance and investment activities.</b>

AI Summary

Noah Holdings Ltd (NOAH) filed a Foreign Annual Report (20-F) with the SEC on April 24, 2024. Noah Holdings Ltd filed its 20-F annual report on April 24, 2024, for the fiscal year ending December 31, 2023. The filing includes financial data and disclosures relevant to the company's operations and investments. Key financial statement items such as Investments and Amount Due From Related Parties are detailed for 2023 and 2022. Information regarding Common Stock, Treasury Stock, Restricted Stock, and Employee Stock Options is provided for various periods between 2020 and 2023. The report is filed under the Securities Exchange Act of 1934, with SEC file number 001-34936.

Why It Matters

For investors and stakeholders tracking Noah Holdings Ltd, this filing contains several important signals. This filing provides investors with a comprehensive overview of Noah Holdings' financial health and strategic positioning as of December 31, 2023. The detailed disclosures in the 20-F are crucial for understanding the company's investment portfolio, related party transactions, and equity structure, aiding in investment decisions.

Risk Assessment

Risk Level: medium — Noah Holdings Ltd shows moderate risk based on this filing. The company operates in the financial services sector, which is subject to evolving regulatory landscapes and market volatility, as indicated by the nature of its investment and wealth management business.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 20-F to assess Noah Holdings' performance and outlook in the current economic climate.

Key Numbers

• 2023-12-31 — Report Period End Date (Fiscal year end)
• 2022-12-31 — Prior Year Period End Date (Comparison period for financial data)
• 2021-01-01 — Stock Data Start Date (Beginning of period for stock-related disclosures)
• 2023-01-01 — Stock Data Start Date (Beginning of period for stock-related disclosures)

Key Players & Entities

• Noah Holdings Ltd (company) — Filer of the 20-F report
• 0001104659-24-050790 (filing_id) — Accession number for the filing
• 2024-04-24 (date) — Filing date of the 20-F
• 2023-12-31 (date) — Fiscal year end date for the report
• 001-34936 (filing_id) — SEC file number
• SHANGHAI (location) — City for business and mail address

FAQ

Risk Factors

• Regulatory Environment [medium — regulatory]: The company's operations are subject to the complex and evolving regulatory environment in China and other jurisdictions where it operates.
• Market Volatility [medium — market]: The value of the company's investment products and services can be significantly affected by fluctuations in global and domestic financial markets.
• Operational Risks [medium — operational]: The company faces risks related to its ability to attract and retain qualified personnel, maintain its information technology systems, and manage its business operations effectively.
• Credit Risk [medium — financial]: The company is exposed to credit risk from its clients and counterparties, which could lead to financial losses.

Key Dates

• 2024-04-24: Filing of 20-F Annual Report — Provides updated financial and operational information for the fiscal year 2023.
• 2023-12-31: Fiscal Year End — The period covered by the financial statements and disclosures in the 20-F.

Key Financial Figures

• $0.00005 — esent one ordinary share, par value US$0.00005 per share NOAH New York Stock Excha
• $1 — ") are made at a rate of RMB7.0999 to US$1.00, the effective noon buying rate for
• $139.8 million — 1,282.2 million and RMB992.7 million (US$139.8 million) in net revenues in 2021, 2022 and 2023

Filing Documents

• noah-20231231x20f.htm (20-F) — 6060KB
• noah-20231231xex8d1.htm (EX-8.1) — 24KB
• noah-20231231xex12d1.htm (EX-12.1) — 11KB
• noah-20231231xex12d2.htm (EX-12.2) — 12KB
• noah-20231231xex13d1.htm (EX-13.1) — 7KB
• noah-20231231xex13d2.htm (EX-13.2) — 6KB
• noah-20231231xex15d1.htm (EX-15.1) — 2KB
• noah-20231231xex15d2.htm (EX-15.2) — 5KB
• noah-20231231xex15d3.htm (EX-15.3) — 6KB
• noah-20231231xex97d1.htm (EX-97.1) — 34KB
• noah-20231231x20f005.jpg (GRAPHIC) — 18KB
• noah-20231231x20f008.jpg (GRAPHIC) — 20KB
• noah-20231231x20f009.jpg (GRAPHIC) — 14KB
• noah-20231231x20f010.jpg (GRAPHIC) — 16KB
• noah-20231231x20f011.jpg (GRAPHIC) — 14KB
• noah-20231231x20f012.jpg (GRAPHIC) — 12KB
• noah-20231231x20f013.jpg (GRAPHIC) — 10KB
• noah-20231231x20f014.jpg (GRAPHIC) — 18KB
• noah-20231231x20f015.jpg (GRAPHIC) — 1KB
• noah-20231231x20f016.jpg (GRAPHIC) — 1KB
• noah-20231231x20f017.jpg (GRAPHIC) — 39KB
• noah-20231231xex15d2002.jpg (GRAPHIC) — 40KB
• noah-20231231xex15d2001.jpg (GRAPHIC) — 8KB
• noah-20231231xex15d3001.jpg (GRAPHIC) — 4KB
• 0001104659-24-050790.txt (&nbsp;) — 22580KB
• noah-20231231.xsd (EX-101.SCH) — 96KB
• noah-20231231_cal.xml (EX-101.CAL) — 129KB
• noah-20231231_def.xml (EX-101.DEF) — 459KB
• noah-20231231_lab.xml (EX-101.LAB) — 889KB
• noah-20231231_pre.xml (EX-101.PRE) — 753KB
• noah-20231231x20f_htm.xml (XML) — 4855KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 3 PART I 4 Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 59 Item 4A. Unresolved Staff Comments 107 Item 5. Operating and Financial Review and Prospects 107 Item 6. Directors, Senior Management and Employees 130 Item 7. Major Shareholders and Related Party Transactions 144 Item 8. Financial Information 146 Item 9. The Offer and Listing 149 Item 10. Additional Information 149 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 160 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 161 PART II 166 Item 13. Defaults, Dividend Arrearages and Delinquencies 166 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 166 Item 15.

Controls and Procedures

Controls and Procedures 166 Item 16. Reserved 169 Item 16A. Audit Committee Financial Expert 169 Item 16B. Code of Ethics 169 Item 16C. Principal Accountant Fees and Services 169 Item 16D. Exemptions from the Listing Standards for Audit Committees 170 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 170 Item 16F. Change in Registrant's Certifying Accountant 170 Item 16G . Corporate Governance 170 Item 16H. Mine Safety Disclosure 170 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 170 Item 16J. Insider trading policies 170 Item 16K. Cybersecurity 170 PART III 172 Item 17.

Financial Statements

Financial Statements 172 Item 18.

Financial Statements

Financial Statements 172 Item 19. Exhibits 172 i Table of Contents INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to: "active clients" for a given period refer to registered clients who purchase one or more investment products distributed or provided by us during a given period, excluding clients in our other business segment; "ADSs" refer to our American depositary shares, two of which represent one ordinary share; "assets under advisory" or "AUA" refers to clients' total outstanding assets managed by Gopher or third party product providers; "assets under management" or "AUM" refers to the amount of capital commitments made by investors to the funds we provide continuous management services without adjustment for any gain or loss from investment, for which we are entitled to receive recurring service fees or performance-based income, except for public securities investments. For pubic securities investments, the "assets under management" or "AUM" refers to the net asset value of the investments we manage, for which we are entitled to receive recurring service fees and performance-based income; "China" or the "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan; "Consolidated Affiliated Entities" refer to Noah Investment and its subsidiaries; "Contractual Arrangements" refer to variable interest entity structure and, where the context requires, the agreements underlying the structure; "CSRC" refer to the China Securities Regulatory Commission; "FOF" refers to fund of funds; "Gopher Asset Management" refers to Gopher Asset Management Co., Ltd., a limited liability company established under the laws of the PRC on February 9, 2012, and one of the Consolidated Affiliated Entities; "Gopher GP" refers to Gopher Capital GP Limited, an exempted company with limited liability incorporated

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include: our goals and strategies; our future business development, financial condition and results of operations; the expected growth of the industries in which we operate; our expectations regarding demand for and market acceptance of the products and services we distribute, manage or offer; our expectations regarding keeping and strengthening our relationships with product providers; relevant government policies and regulations relating to the industries in which we operate; our ability to attract and retain qualified employees; our ability to stay abreast of market trends and technological advances; our plans to invest in research and development to enhance our product choices and service offerings; competition in the industries in which we operate; general economic and business conditions in China and internationally; our ability to obtain certain licenses and permits necessary to operate and expand our businesses; our ability to effectively protect our intellectual property rights and

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information Our Corporate Structure and Contractual Arrangements with The Consolidated Affiliated Entities and Their Respective Individual Shareholders Noah Holdings Limited is a Cayman Islands holding company with no business operations. We conduct our operations through our subsidiaries and the Consolidated Affiliated Entities. Because we are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and regulations, and our wholly-owned PRC subsidiaries are foreign-invested enterprises, or the subsidiaries of the foreign-invested enterprises. PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of PRC companies engaging in value-added telecommunications services. To comply with PRC laws and regulations, we rely on the Contractual Arrangements with Noah Investment and its subsidiaries to operate a portion of our operations in China, primarily the asset management business. A series of contractual agreements, including an exclusive option agreement, an exclusive support service agreement, a share pledge agreement and power of attorney, have been entered into by and among Noah Group, Noah Investment and its shareholders. These contractual arrangements enable us to (1) be considered as the primary beneficiary of Noah Investment and its subsidiaries for accounting purposes and consolidate the financial results of the Consolidated Affiliated Entities; (2) receive substantially all of the economic benefits from Noah Investment and its subsidiaries in consideration for the services provided by Noah Group; and (3) have an exclusive option to purchase all or part of the equity interests in Noah Investment when and to the extent permitted by PRC law, or request any existing shareholder of Noah Investment to transfer any or part of the equity interests in Noah Investment to another PRC person or entity designated by us at any time at our discretion. For more details of

View Full Filing

View this 20-F filing on SEC EDGAR