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. 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. In addition, the share capital of the Company’s PRC subsidiaries and VIEs are considered restricted due to restrictions on the distribution of share capital.

The following Schedule I has been provided pursuant to the requirements of Rules 12-04(a) and 5-04(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, 2014, was more than 25% of the Company’s consolidated net assets as of December 31, 2014.

a) Condensed balance sheets

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


	As of December 31
	2013			2014
	$			$
ASSETS
Current assets
Cash and cash equivalents		42,689,231			28,871,793
Due from subsidiaries and VIEs		38,453,506			36,220,656
Deferred tax assets		64,755			78,574
Other current assets		730,102			4,143,658
Total current assets		81,937,594			69,314,681
Investment in subsidiaries and VIEs		144,678,555			232,083,557
Non-current deferred tax assets		389,615			430,578
Other non-current assets		—			50,000
TOTAL ASSETS		227,005,764			301,878,816
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Other current liabilities		691,734			1,185,921
Total current liabilities		691,734			1,185,921
Uncertain tax position liabilities		605,820			774,284
Other non-current liabilities		1,283,046			1,296,348
Total liabilities		2,580,600			3,256,553
Shareholders’ equity
Ordinary shares ($0.0005 par value): 94,100,000 shares authorized, 28,715,882 shares issued and 27,648,066 shares outstanding as of December 31, 2013 and 29,123,118 shares issued and 28,055,302 shares outstanding as of December 31, 2014		14,358			14,561
Treasury stock (1,067,816 ordinary shares at both December 31, 2013 and December 31, 2014)		(11,675,955	)		(11,675,955	)
Additional paid-in capital		129,687,092			135,640,392
Retained earnings		97,118,620			169,525,124
Accumulated other comprehensive income		9,281,049			5,118,141
Total shareholders’ equity		224,425,164			298,622,263
TOTAL LIABILITIES AND SHAREHOLERS’ EQUITY		227,005,764			301,878,816

b) Condensed statement of operations

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


	Years ended December 31,
	2012			2013			2014
	$			$			$
Net revenues		—			—			—
Operating cost and expenses
Compensation and benefits		487,435			—			1,643,361
Selling expenses		15,995			24,281			27,217
General and administrative expenses		1,263,771			815,650			1,569,786
Total operating cost and expenses		1,767,201			839,931			3,240,364
Loss from operations		(1,767,201	)		(839,931	)		(3,240,364	)
Other income (expenses):
Interest income		1,157,512			352,072			900,413
Investment income		—			107,019			—
Other income (expenses)		118,539			815,020			(73,235	)
Total other income		1,276,051			1,274,111			827,178
(Loss) gain before taxes and income from equity in subsidiaries and VIEs		(491,150	)		434,180			(2,413,186	)
Income tax expenses		(222,265	)		(232,692	)		(205,810	)
Equity in profit of subsidiaries and VIEs		23,539,869			51,233,683			75,025,500
Net income attributable to Noah shareholders		22,826,454			51,435,171			72,406,504

c) Condensed statement of comprehensive income

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


	Years Ended December 31,
	2012		2013		2014
	$		$		$
Net income		22,826,454		51,435,171		72,406,504
Other comprehensive income, net of tax
Change in cumulative foreign currency translation adjustment		1,336,728		4,231,071		(4,585,232	)
Fair value fluctuation of available-for-sale investment		—		—		422,324
Other comprehensive income		1,336,728		4,231,071		(4,162,908	)
Comprehensive income attributable to Noah Holdings Ltd. shareholders		24,163,182		55,666,242		68,243,596

d) Condensed statements of cash flows

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


	Years ended December 31,
	2012			2013			2014
	$			$			$
Cash flows from operating activities:
Net income attributable to Noah shareholders		22,826,454			51,435,171			72,406,504
Adjustment to reconcile net income to net cash provided by operating activities:
Share-based compensation		487,435			—			1,643,361
Gain from equity in subsidiaries and VIE		(23,539,869	)		(51,233,683	)		(75,025,500	)
Changes in operating assets and liabilities:
Amount due from related party		405,905			929,736			2,232,850
Other current assets		(223,065	)		(309,674	)		(3,463,556	)
Deferred tax assets		52,879			(40,153	)		(54,782	)
Uncertain tax position liabilities		169,389			168,926			168,464
Other current liabilities		(419,372	)		352,432			494,187
Other non-current liabilities		(173,576	)		96,942			13,302

Net cash provided by (used in) operating activities		(413,820	)		1,399,697			(1,585,170	)

Cash flows from investing activities:
Proceeds from sale of available-for-sale		—			4,949,984			—
Purchases of available-for-sale		—			(4,949,984	)		—
Increase in amount due from subsidiaries and VIEs		(17,000,000	)		—			—
Investment in subsidiaries and VIEs		—			—			(12,887,042	)
Net cash used in investing activities		(17,000,000	)		—			(12,887,042	)
Cash flows from financing activities:
Dividends paid		(7,856,908	)		(7,673,585	)		—
Proceeds from issuance of ordinary shares upon exercise of stock options		407,569			1,130,401			654,774
Share repurchase		(8,520,763	)		(3,155,192	)		—
Net cash provided by (used in) financing activities		(15,970,102	)		(9,698,376	)		654,774
Net increase (decrease) in cash and cash equivalents		(33,383,922	)		(8,298,679	)		(13,817,438	)
Cash and cash equivalents—beginning of year		84,371,832			50,987,910			42,689,231
Cash and cash equivalents—end of year		50,987,910			42,689,231			28,871,793

e) Notes to condensed financial statements

The condensed financial statements of Noah Holdings Limited 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 VIEs is presented as equity in profit of subsidiaries and VIEs on the statement of operations.

2.	As of December 31, 2013 and 2014, 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.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The footnote disclosure certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the accompanying Consolidated Financial Statements.