Additional Financial Information of Parent Company – Financial Statements Schedule I

Under PRC regulations, foreign-invested companies in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, the Company’s PRC subsidiaries and VIEs are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund general reserve funds unless such reserve funds have reached 50% of its respective registered capital. These reserves are not distributable in the form of cash dividends to the Company.

The following Schedule I has been provided pursuant to the requirements of Rules 12-04(a) and 5-040(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented as the restricted net assets of the Company’s PRC subsidiaries and VIEs which may not be transferred to the Company in the forms of loans, advances or cash dividends without the consent of PRC government authorities as of December 31, 2012, was more than 25% of the Company’s consolidated net assets as of December 31, 2012.

a) Condensed balance sheets

(Expressed In U.S. dollars unless otherwise stated)


	As of December 31
	2011		2012
	$		$

ASSETS
Current assets
Cash and cash equivalents		84,371,832		50,987,910
Due from subsidiaries and VIEs		22,789,147		39,383,242
Deferred tax assets		52,879		52,879
Other current assets		197,363		418,211

Total current assets		107,411,221		90,842,242
Investment in subsidiaries and VIE		55,580,144		80,456,741
Non-current deferred tax assets		414,217		361,338
Other non-current assets		—		2,217

Total assets		163,405,582		171,662,538


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities

Other current liabilities		758,674		339,302

Total current liabilities		758,674		339,302
Uncertain tax position liabilities		267,505		436,894
Other non-current liabilities		1,359,680		1,186,104

Total liabilities		2,385,859		1,962,300

Shareholders’ equity
Ordinary shares ($0.0005 par value): 94,100,000 shares authorized, 27,962,586 shares issued and outstanding as of December 31, 2011, and 28,279,528 shares issued and 27,434,389 shares outstanding as of December 31, 2012		13,981		14,140
Treasury stock (845,139 ordinary shares as of December 31, 2012)		—		(8,520,763	)
Additional paid-in capital		118,905,004		119,799,849
Retained earnings		38,387,488		53,357,034
Accumulated other comprehensive income		3,713,250		5,049,978

Total shareholders’ equity		161,019,723		169,700,238

TOTAL LIABILITIES AND SHAREHOLERS’ EQUITY		163,405,582		171,662,538

b) Condensed statement of operations

(Expressed In U.S. dollars unless otherwise stated)


	Years ended December 31,
	2010			2011			2012
		$			$			$

Operating cost and expenses
Cost of revenue		50,677			195,542			186,624
Selling expenses		350,555			973,734			126,238
General and administrative expenses		1,796,820			2,074,871			1,454,339

Total operating cost and expenses		2,198,052			3,244,147			1,767,201

Loss from operations		(2,198,052	)		(3,244,147	)		(1,767,201	)


Other income (expenses):
Interest income		7,212			1,145,683			1,157,512
Other income		354,000			204,293			173,576
Foreign exchange (loss) gain		(129,203	)		3,722,746			(55,037	)

Total other income		232,009			5,072,722			1,276,051

(Loss) gain before taxes and income from equity in affiliates		(1,966,043	)		1,828,575			(491,150	)

Income tax expenses		(98,126	)		(231,752	)		(222,265	)
Equity in profit of subsidiaries and VIE		13,594,538			22,373,127			23,539,869

Net income attributable to Noah shareholders		11,530,369			23,969,950			22,826,454
Less: Deemed dividend on Series A convertible redeemable preferred shares		108,348			—			—

Net income attributable to ordinary shareholders		11,422,021			23,969,950			22,826,454

c) Condensed statement of comprehensive income

(Expressed In U.S. dollars unless otherwise stated)


	Years Ended December 31,
	2010		2011		2012
		$		$		$
Net income		11,530,369		23,969,950		22,826,454

Other comprehensive income:
Change in cumulative foreign currency translation adjustment		737,971		2,583,548		1,336,728

Other comprehensive income		737,971		2,583,548		1,336,728

Comprehensive income attributable to Noah Holdings Ltd shareholders		12,268,340		26,553,498		24,163,182
Less: Deemed dividend on Series A convertible redeemable preferred shares		108,348		—		—

Comprehensive income attributable to ordinary shareholders of Noah Holdings Ltd		12,159,992		26,553,498		24,163,182

d) Condensed statements of cash flows

(Expressed In U.S. dollars unless otherwise stated)


	Years ended December 31,
	2010			2011			2012
	$			$			$

Cash flows from operating activities:
Net income attributable to Noah shareholders		11,530,369			23,969,950			22,826,454
Adjustment to reconcile net income to net cash provided by operating activities:
Share-based compensation		2,220,167			2,156,710			487,435
Gain on change in fair value of derivative liabilities		(354,000	)		—			—
Gain from equity in subsidiaries and VIE		(13,594,538	)		(22,373,127	)		(23,539,869	)
Changes in operating assets and liabilities:
Amount due from related party		229,641			(18,788	)		405,905
Other current assets		(1,236,480	)		1,039,117			(223,065	)
Deferred tax assets		—			(467,096	)		52,879
Uncertain tax position liabilities		98,579			168,926			169,389
Other current liabilities		903,575			(144,901	)		(419,372	)
Other non-current liabilities		957,775			401,905			(173,576	)

Net cash provided by (used in) operating activities		755,088			4,732,696			(413,820	)


Cash flows from investing activities:
Increase in amount due from subsidiaries and VIEs		—			(23,000,000	)		(17,000,000	)
Investment in subsidiaries and VIE		—			(3,855,366	)		—

Net cash used in investing activities		—			(26,855,366	)		(17,000,000	)


Cash flows from financing activities:
Gross proceeds from issuance of ordinary shares in the initial public offering		115,920,000			—			—
(Issuance costs of) refunds from the initial public offering		(10,777,494	)		31,022			—
Dividends paid		(108,348	)		—			(7,856,908	)
Proceeds from issuance of ordinary shares upon exercise of stock options		—			649,673			407,569
Share repurchase		—			—			(8,520,763	)

Net cash provided by (used in) financing activities		105,034,158			680,695			(15,970,102	)


Net increase (decrease) in cash and cash equivalents		105,789,246			(21,441,975	)		(33,383,922	)
Cash and cash equivalents- beginning of year		24,561			105,813,807			84,371,832

Cash and cash equivalents- end of year		105,813,807			84,371,832			50,987,910

e) Notes to condensed financial statements

The condensed financial statements of Holding have been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in subsidiaries and VIEs. Such investment in subsidiaries and VIEs are presented on the balance sheets as interests in subsidiaries and VIEs and the profit of the subsidiaries and VIE is presented as equity in profit of subsidiaries and VIEs on the statement of operations.

2.	As of December 31, 2012 and 2011, there were no material contingencies, significant provisions of long-term obligations of the Company, except for those which have been separately disclosed in the consolidated financial statements.