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United States securities and exchange commission logo
September 15, 2022
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, 2021
Filed April 6, 2022
File No. 001-34936
Dear Mr. Pan:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form 20-F filed on April 6, 2022
Item 3. Key Information, page 4
1. We note your disclosure
in the second paragraph on page 5 that your auditor is currently
not inspected by the
PCAOB. In future filings, please expand to disclose that your auditor
is subject to the
determinations announced by the PCAOB on December 16, 2021 and
provide a
cross-reference to the related risk factor on page 34.
Summary Risk Factors, page 5
2. In future filings,
please expand and revise your summary of risk factors disclosure related
to your corporate
structure and being based in or having the majority of the company s
operations in China. In
particular, describe the significant regulatory, liquidity, and
Qing Pan
FirstName LastNameQing
Noah Holdings Limited Pan
Comapany 15,
September NameNoah
2022 Holdings Limited
September
Page 2 15, 2022 Page 2
FirstName LastName
enforcement risks with cross-references to the more detailed
discussion of these risks in
the annual report. Without limitation, your revised disclosure should
address the
following:
Relocate the Risks Related to Corporate Structure and the Risks
Related to Doing
Business in China sections to the front of the summary and
detailed risk factor
sections;
Describe the risk that the Chinese government may intervene or
influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could
result in a material
change in your operations and/or the value of your securities;
Describe risks arising from the legal system in China, including
risks and
uncertainties regarding the enforcement of laws and that rules
and regulations in
China can change quickly with little advance notice;
Revise to discuss enforcement of civil liabilities in the Cayman
Islands and in China
in Item 3 of your annual report, state whether you have obtained
the advice of
Cayman Islands and PRC counsel with respect to determinations as
to enforceability
and include a related summary risk factor; and
Revise the risk factors on page 50 and 51, as appropriate, to make
corresponding
disclosure with respect to counsels' determinations.
Financial Information Related to the VIEs, page 10
3. In future filings, please revise to quantify any dividends or
distributions that a subsidiary
or consolidated VIE have made to the holding company and which entity
made such
transfer, and their tax consequences, disaggregating income
attributable to non-PRC
subsidiaries, PRC-based subsidiaries and consolidated VIEs.
4. In future filings, the condensed consolidating financial schedule (on
pages 10-14 of your
filing) should also disaggregate the parent company, the VIEs and its
consolidated
subsidiaries, the WFOEs that are the primary beneficiary of the VIEs,
and an aggregation
of other entities that are consolidated.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Christopher Wall at 202-551-4162 or David Gessert at
202-551-2326 with
any questions.
Qing Pan
Noah Holdings Limited
September 15, 2022
Page 3
FirstName LastNameQing Pan Sincerely,
Comapany NameNoah Holdings Limited
Division of Corporation Finance
September 15, 2022 Page 3 Office of Finance
FirstName LastName