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United States securities and exchange commission logo
December 30, 2020
Qing Pan
Chief Financial Officer
Noah Holdings Limited
Building 2
1687 Changyang Road
Shanghai 200090, People s Republic of China
Re: Noah Holdings
Limited
Form 20-F for the
fiscal year ended December 31, 2019
Filed April 24,
2020
File No. 001-34936
Dear Mr. Pan:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2019
Item 3. Key Information
Discussion of Non-GAAP Financial Measures, page 6
1. We note your non-GAAP
measure "Adjusted net income attributable to Noah
shareholders," and the
related adjustment that adds "gains from sales of equity securities"
to GAAP net income
attributable to Noah shareholders. Please respond to the following:
Tell us how you
concluded it is appropriate to record realized gains from sales of
equity securities
to retained earnings rather than within the income statement in your
adoption of ASU
2016-01 and why these realized gains appear to not flow through
the income
statement going forward. Reference authoritative guidance where
applicable.
Tell us how the
adjustment amounts are calculated and in what line item of the
Consolidated
Statement of Cash Flows they are recorded. Supplementally provide a
Qing Pan
Noah Holdings Limited
December 30, 2020
Page 2
reconciliation of the adjustment amounts to the Consolidated
Statement of Cash
Flows.
Tell us how this adjustment is not double counting gains from
sales of equity
securities within adjusted net income.
Tell us why this performance measures, which includes realized
gains from sales of
securities previously excluded due to your adoption of ASU
2016-01, is not
substituting individually tailored recognition and measurement
methods for those of
GAAP and does not violate Rule 100(b) of Regulation G. Refer to
Question 100.04
of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations,
which is available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
2. Additionally, we note your adjustments for (gain) loss from fair value
changes of equity
securities (unrealized) of RMB (39,557) and RMB 15,628 for the years
ended December
31, 2018 and 2019. Please supplementally reconcile the amounts of
these adjustments to
your Consolidated Statement of Cash Flows for the respective periods.
Item 18. Consolidated Financial Statements
Notes to Consolidated Financial Statements
5. Investments, page F-32
3. Please provide the disclosures required by paragraphs 50-1B, 50-2, and
50-3 of ASC 320-
10-50 in future filings, or tell us why such disclosures are not
warranted.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Michael Henderson, Staff Accountant at 202-551-3364 or
Lory Empie,
Staff Accountant at 202-551-3714 with any questions.
FirstName LastNameQing Pan Sincerely,
Comapany NameNoah Holdings Limited
Division of
Corporation Finance
December 30, 2020 Page 2 Office of Finance
FirstName LastName