Table of Contents UNITED STATES SECURITY AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ...

Financial Data and Key Metrics Changes - In 2022, the company achieved annual net revenues of RMB3.1 billion, down 28% year-over-year, primarily due to a decrease in one-time commissions and performance-based income [22][9] - Non-GAAP net income was RMB1 billion, meeting the annual profit guidance, with an operating income margin improving to 35.1% from 27.9% [21][9] - Operating costs decreased by 35% year-over-year to RMB2 billion, driven by lower relationship manager compensation and reduced travel expenses due to COVID-19 restrictions [23][9] Business Line Data and Key Metrics Changes - Wealth Management segment reported annual net revenues of RMB2.2 billion, down 31.1% year-over-year, with transaction value declining by 27.7% to RMB70.3 billion [10][26] - Asset Management segment recorded net revenues of RMB835 million, down 19.9% year-over-year, primarily due to a 66% decline in performance-based income [12][27] - The Overseas segment generated net revenues of RMB828 million, accounting for 26.7% of total revenue, an increase from 23.5% in 2021 [9][29] Market Data and Key Metrics Changes - The global market experienced significant volatility, with the MSCI World Index down 17.8%, S&P 500 down 18.7%, and MSCI China Index down 21.2% in 2022 [10][19] - The Chinese household savings rate increased to 37% by the end of 2022, while consumer confidence hit a decade low [20][19] - The demand for lower volatility assets increased, with a 50% year-over-year rise in new mutual fund issuances [20][19] Company Strategy and Development Direction - The company is focusing on a globalization strategy, enhancing its international wealth management capabilities to better serve high net worth clients abroad [8][9] - A shift towards protecting client wealth rather than chasing higher revenues has been emphasized, with recommendations for clients to adopt a preservation strategy [6][19] - The company aims to capture at least 1% of the market share in the wealth management sector for Chinese high net worth clients globally [17][9] Management Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the complex macroeconomic environment in 2022, including geopolitical conflicts and rapid interest rate hikes [4][19] - The outlook for 2023 includes continued investment in talent and resources to expand global operations while maintaining cost controls [33][9] - Management expressed optimism about the potential for growth in overseas AUM and the importance of adapting to client needs in a changing market [28][9] Other Important Information - The company completed its primary listing on the Hong Kong Stock Exchange, eliminating potential delisting risks for ADR stocks [16][9] - An annual dividend plan was approved, proposing to pay out 17.5% of non-GAAP net income for 2022, amounting to approximately RMB176.5 million [31][9] - The company has been actively involved in ESG initiatives, including sustainability reporting and environmental projects [15][9] Q&A Session Summary Question: Insurance product distribution growth and penetration rate - Management noted that the penetration rate for insurance products among diamond and black card clients is relatively low, at 21% for overseas and 24% for domestic clients, indicating room for growth [36][9] Question: Impact of Gopher AUM and product strategy - Management believes that Gopher's fund-of-funds portfolio will benefit from upcoming IPO opportunities, and they are investing in R&D to enhance product offerings [37][9] Question: Client reactions to market volatility and 2023 outlook - Management highlighted a conservative approach in client recommendations, focusing on liquid products and seeing a significant influx of repatriated funds [42][9] Question: Differentiation from leading banks and investment sentiment - Management emphasized their focus on USD-denominated products and the establishment of a global insurance platform to better serve clients [46][9] Question: Improvement in investment sentiment for 2023 - Management observed a cautious optimism among clients post-reopening, with a continued focus on diversifying asset allocation [52][9]

Client Growth - The number of black card clients increased by 18.2% to 9,689 in 2022, up from 8,197 in 2021[2]. - The company’s core client base grew by 18.2% despite market challenges, reflecting effective business strategies and measures[9]. Financial Performance - Total revenue for 2022 was RMB 3,128.9 million, a decrease of 27.7% from RMB 4,326.6 million in 2021[6]. - Non-GAAP net profit reached RMB 1,372.7 million in 2022, a decline of 26.5% from RMB 1,008.6 million in 2021[6]. - The adjusted net profit attributable to shareholders was RMB 1,314.1 million in 2022, down 25.7% from RMB 976.6 million in 2021[6]. - Net income decreased by 25.6% from RMB 1,306.1 million for the year ended December 31, 2021, to RMB 971.6 million for the year ended December 31, 2022[28]. - Basic earnings per share decreased to RMB 39.12 from RMB 28.58 year-over-year, reflecting a 37% increase[49]. - Total comprehensive income attributable to shareholders for 2022 was RMB 1,114,039 thousand, down from RMB 1,253,231 thousand in 2021, representing a decline of 11.1%[50]. Revenue Breakdown - The wealth management segment generated total revenue of RMB 2,210.4 million, a decrease of 31.2% from RMB 3,212.0 million in 2021, primarily due to a 46.5% drop in fundraising fee income[10]. - Revenue from management fees for 2022 was RMB 1,914,415 thousand (USD 277,564 thousand), down from RMB 2,109,009 thousand in 2021, representing a decline of 9.2%[57]. - Revenue from mainland China for 2022 was RMB 2,300,520 thousand (USD 333,543 thousand), down from RMB 3,316,019 thousand in 2021, a decline of 30.6%[59]. Cost Management - The operating profit margin improved from 27.9% to 35.1% due to effective cost management[5]. - Operating costs and expenses reduced by 35.0% from RMB 3,094.2 million in 2021 to RMB 2,011.9 million in 2022, mainly due to decreased advisor compensation and cost control measures[20]. - Wealth management operating costs decreased by 35.8% from RMB 2,273.4 million in 2021 to RMB 1,458.5 million in 2022, driven by reduced distribution of investment products[21]. Asset Management - The company’s asset management scale reached RMB 157.1 billion by the end of 2022, a 0.7% increase from the previous year, with overseas asset management growing by 14.7% to RMB 32.5 billion[11]. - The company’s total income from fundraising fees was RMB 617,636 thousand for the year ended December 31, 2022[78]. Strategic Initiatives - The company aims to enhance its global capabilities by establishing an international wealth management team focused on overseas markets[4]. - The company implemented a "protect first, then grow" asset allocation strategy to mitigate market uncertainties[4]. - Following the easing of COVID-19 restrictions, the company resumed client activities, marking a new phase of recovery and transition in early 2023[12]. Legal and Compliance - As of December 31, 2022, the company reported contingent liabilities of RMB 568.0 million related to unresolved legal matters, an increase from RMB 433.3 million as of December 31, 2021[32]. - The company has reserved a contingent liability of RMB 99 million related to a civil lawsuit, pending appeal[43]. Capital Structure - The company maintained a robust capital structure with total assets reaching RMB 11.8 billion and no interest-bearing debt as of the end of 2022[11]. - The company’s leverage ratio decreased to 19.5% as of December 31, 2022, down from 25.2% as of December 31, 2021[29]. Employee Management - The company employed a total of 2,884 staff as of December 31, 2022, with 44.2% in financial advisory roles and 17.7% in wealth management[34]. - The company has adopted a share incentive plan for 2022 to enhance employee motivation and retention[35]. Market Position - The company is a leading wealth management service provider in China, focusing on high-net-worth investors since its establishment in 2007[53]. - The company has a significant presence in the Chinese market, specifically in Shanghai, where its investment management subsidiary is located[83].

Financial Performance - Net revenue for Q4 2022 was RMB 882.1 million (USD 127.9 million), a decrease of 30.0% year-over-year, primarily due to reduced fundraising fee income and performance-based income from public market securities and overseas private equity products[4] - Operating income for Q4 2022 was RMB 219.7 million (USD 31.9 million), an increase of 66.1% year-over-year, driven by a credit loss of RMB 85.6 million in Q4 2021[5] - Net income attributable to Noah shareholders for Q4 2022 was RMB 139.9 million (USD 20.3 million), a decrease of 50.3% year-over-year, mainly due to a 30.0% decline in net revenue and provisions for contingent litigation expenses[6] - Non-GAAP net income attributable to Noah shareholders for Q4 2022 was RMB 149.2 million (USD 21.6 million), a decrease of 48.5% year-over-year[7] - Full-year 2022 net revenue was RMB 3,100.4 million (USD 449.5 million), a decrease of 27.8% year-over-year, primarily due to reduced fundraising fee income and performance-based income[8] - Full-year 2022 operating income was RMB 1,088.4 million (USD 157.8 million), a decrease of 9.2% year-over-year[9] - Net income attributable to Noah shareholders for full-year 2022 was RMB 976.6 million (USD 141.6 million), a decrease of 25.7% year-over-year, due to market volatility reducing net revenue and investment income from affiliates[10] - Net income for Q4 2022 increased by 28.9% quarter-over-quarter, supported by a 169.4% increase in fundraising fee income and a 191.1% increase in performance fee income[18] - Net revenue for Q4 2022 was RMB 882.1 million (USD 127.9 million), a decrease of 30.0% YoY, primarily due to a decline in fundraising fees and performance-based income[19] - Wealth management business net revenue from fundraising fees decreased by 43.6% YoY to RMB 266.1 million (USD 38.6 million) in Q4 2022, driven by reduced insurance product distribution[19] - Asset management business net revenue from management fees increased by 8.9% YoY to RMB 153.6 million (USD 22.3 million) in Q4 2022, due to increased private equity investments managed by Gopher[19] - Operating costs and expenses decreased by 41.3% YoY to RMB 662.3 million (USD 96.0 million) in Q4 2022, mainly due to reduced compensation and benefits, and general administrative expenses[19] - Operating profit margin for Q4 2022 was 24.9%, up from 10.5% in Q4 2021, driven by cost control measures[20] - Investment income for Q4 2022 was RMB 62.2 million (USD 9.0 million), a significant increase from RMB 3.5 million in Q4 2021, due to unrealized gains from fair value changes in equity investments[21] - Income tax expenses increased by 71.3% YoY to RMB 60.5 million (USD 8.8 million) in Q4 2022, primarily due to higher taxable income and accrued dividend tax[22] - Net income attributable to Noah shareholders decreased by 50.3% YoY to RMB 139.9 million (USD 20.3 million) in Q4 2022, with a net profit margin of 15.9%, down from 22.3% in Q4 2021[24] - Non-GAAP net income attributable to Noah shareholders was RMB 149.2 million (USD 21.6 million) in Q4 2022, a decrease of 48.5% YoY, with a net profit margin of 16.9%, down from 23.0% in Q4 2021[25] - Net income for 2022 was RMB 3,100.4 million (USD 449.5 million), a decrease of 27.8% compared to 2021, primarily due to declines in fundraising fees and performance-based income[26] - Wealth management business net income from fundraising fees decreased by 46.5% to RMB 628.6 million (USD 91.1 million) in 2022, mainly due to reduced distribution of insurance products[26] - Asset management business net income from management fees increased by 6.6% to RMB 678.3 million (USD 98.4 million) in 2022[26] - Operating profit margin for 2022 was 35.1%, up from 27.9% in 2021, driven by cost control measures[28] - Investment income for 2022 increased by 30.8% to RMB 85.6 million (USD 12.4 million), mainly due to unrealized gains from fair value changes in certain equity investments[29] - Net profit attributable to Noah shareholders in 2022 was RMB 976.6 million (USD 141.6 million), a decrease of 25.7% compared to 2021[31] - Total revenue decreased by 30.3% to RMB 886.4 million (USD 128.5 million) in Q4 2022 compared to RMB 1,272.4 million in Q4 2021[45] - Operating profit margin improved to 24.9% in Q4 2022, up from 10.5% in the same period in 2021[46] - Net profit margin declined to 15.9% in Q4 2022 from 21.7% in Q4 2021[46] - Total revenue decreased by 27.7% to RMB 3,128.9 million (USD 453.6 million) in 2022 compared to 2021[47] - Net income attributable to Noah shareholders declined by 25.7% to RMB 976.6 million (USD 141.6 million) in 2022[48] - Operating profit margin decreased to 27.9% in 2022 from 35.1% in 2021[48] - Total revenue for the three months ended December 31, 2022, was RMB 886.442 million, with net income of RMB 882.070 million[55] - Total revenue for the three months ended December 31, 2021, was RMB 1.272 billion, with net income of RMB 1.260 billion[56] - Total revenue for the twelve months ended December 31, 2022, was RMB 3.129 billion, with net income of RMB 3.100 billion[57] - Revenue from Gopher-managed funds for the three months ended December 31, 2022, was RMB 349.110 million[55] - Revenue from Gopher-managed funds for the three months ended December 31, 2021, was RMB 488.621 million[56] - Revenue from Gopher-managed funds for the twelve months ended December 31, 2022, was RMB 1.335 billion[57] - Operating income for the three months ended December 31, 2022, was RMB 219.738 million[55] - Operating income for the three months ended December 31, 2021, was RMB 132.288 million[56] - Operating income for the twelve months ended December 31, 2022, was RMB 1.088 billion[57] - Total operating costs and expenses for the twelve months ended December 31, 2022, were RMB 2.012 billion[57] - Total revenue for the twelve months ended December 31, 2021, was RMB 4,326,600 thousand, with wealth management contributing RMB 3,211,973 thousand and asset management contributing RMB 1,046,387 thousand[58] - Net income for the twelve months ended December 31, 2021, was RMB 4,293,094 thousand, after deducting VAT-related surcharges of RMB 33,506 thousand[58] - Total revenue for the three months ended December 31, 2022, was RMB 886,442 thousand, with mainland China contributing RMB 602,134 thousand and Hong Kong contributing RMB 237,087 thousand[59] - Total revenue for the twelve months ended December 31, 2022, was RMB 3,128,877 thousand, with mainland China contributing RMB 2,300,520 thousand and Hong Kong contributing RMB 591,936 thousand[61] - Net income attributable to Noah shareholders for the twelve months ended December 31, 2022, was RMB 976,571 thousand, a decrease of 25.7% compared to the previous year[64] - Adjusted net income attributable to Noah shareholders (non-GAAP) for the twelve months ended December 31, 2022, was RMB 1,008,592 thousand, a decrease of 26.5% compared to the previous year[64] - Noah's net profit margin attributable to shareholders for the twelve months ended December 31, 2022, was 30.6%, compared to 31.5% in the previous year[64] - Noah's non-GAAP net profit margin attributable to shareholders for the twelve months ended December 31, 2022, was 32.0%, compared to 32.5% in the previous year[64] - Noah's diluted earnings per ADS for the twelve months ended December 31, 2022, was RMB 14.28, a decrease of 26.6% compared to the previous year[64] - Noah's non-GAAP diluted earnings per ADS for the twelve months ended December 31, 2022, was RMB 14.75, a decrease of 27.4% compared to the previous year[64] Client and Product Metrics - Total registered clients as of December 31, 2022, were 437,288, an increase of 6.1% year-over-year and 0.9% compared to September 30, 2022[11] - Total active clients transacting with the company in Q4 2022 were 12,904, a decrease of 26.1% year-over-year and 43.0% compared to Q3 2022[12] - Total value of investment products distributed in Q4 2022 was RMB 18.0 billion (USD 2.6 billion), a decrease of 14.5% year-over-year, mainly due to reduced distribution of private securities fund products amid secondary market volatility[12] - Total value of distributed investment products in 2022 was RMB 70.3 billion (USD 10.2 billion), a decrease of 27.7% compared to 2021, primarily due to reduced distribution of private securities fund products[13] - The number of financial advisors as of December 31, 2022, was 1,276, an increase of 1.5% from September 30, 2022, but a decrease of 3.0% from December 31, 2021[15] - Total assets under management as of December 31, 2022, were RMB 157.1 billion (USD 22.8 billion), remaining relatively stable compared to RMB 156.2 billion as of September 30, 2022, and RMB 156.0 billion as of December 31, 2021[16] - Public fund products accounted for 61.4% of total products distributed in 2022, up from 38.2% in 2021[14] - Private securities fund products distribution decreased to 18.6% of total products in 2022, down from 38.9% in 2021[14] - The company's coverage network in mainland China included 75 cities as of December 31, 2022, down from 76 cities as of September 30, 2022, and 84 cities as of December 31, 2021[14] - Private equity investments accounted for 84.7% of total investments as of December 31, 2022, slightly down from 85.0% as of September 30, 2022[16] - Number of registered clients increased by 6.1% to 437,288 in 2022[51] - Number of financial planners decreased by 3.0% to 1,276 in 2022[51] - Active client numbers dropped by 26.1% to 12,904 in Q4 2022[52] - Total transaction value decreased by 14.5% to RMB 18,000 million in Q4 2022[52] - Public fund products transaction value increased by 19.4% to RMB 12,183 million in Q4 2022[52] - Total transaction value for the twelve months ended December 31, 2022 decreased by 27.7% to RMB 70,281 million[54] - Number of cities covered in mainland China decreased by 10.7% to 75 in 2022[51] Corporate Actions and Governance - The board approved an annual dividend of approximately RMB 176.5 million (USD 25.6 million), representing about 17.5% of the company's unaudited non-GAAP net income attributable to Noah shareholders for the year[18] - The company successfully completed the voluntary conversion to a dual primary listing in Hong Kong, significantly mitigating the risk of delisting of American Depositary Shares[18] - The CEO of Noah International Intelligence resigned effective March 15, 2023, with no disagreements with the company cited[36] - The earnings call will discuss unaudited Q4 2022 financial results and audited full-year 2022 financial results[37] - The company uses non-GAAP financial measures to supplement GAAP financial information[39] - The RMB to USD conversion rate used in the report is 6.8972 RMB to 1 USD, based on the Federal Reserve Board's H.10 statistical release on December 30, 2022[41] - The earnings call will be held on March 27, 2023, at 8:00 PM Eastern Time (March 28, 2023, at 8:00 AM Hong Kong Time)[38] - A replay of the earnings call will be available on the company's investor relations website until April 18, 2023[38] Balance Sheet and Cash Flow - Cash and cash equivalents as of December 31, 2022, were RMB 4,403.9 million (USD 638.5 million), up from RMB 3,404.6 million at the end of 2021[34] - Net cash inflow from operating activities for 2022 was RMB 632.9 million (USD 91.8 million), down from RMB 1,521.8 million in 2021, primarily due to lower net income[34] - The company has transferred all cash and cash equivalents previously held at Silicon Valley Bank (SVB) and faces no remaining risks from the SVB receivership process[35] - Total assets increased to RMB 11,798.1 million (USD 1,710.6 million) as of December 31, 2022, compared to RMB 11,446.3 million as of September 30, 2022[44] - Total liabilities increased to RMB 2,297.7 million (USD 333.1 million) as of December 31, 2022, compared to RMB 2,045.1 million as of September 30, 2022[44] - Cash and cash equivalents stood at RMB 4,403.9 million (USD 638.5 million) as of December 31, 2022[44] Investment and Fund Performance - Revenue from Gopher-managed funds decreased by 28.6% to RMB 349.1 million (USD 50.6 million) in Q4 2022 compared to RMB 488.6 million in Q4 2021[45] - Performance fee income from Gopher-managed funds decreased by 49.4% to RMB 66.8 million (USD 9.7 million) in Q4 2022 compared to RMB 132.0 million in Q4 2021[45] - Total operating costs and expenses decreased by 41.3% to RMB 662.3 million (USD 96.0 million) in Q4 2022 compared to RMB 1,127.8 million in Q4 2021[45] - Total revenue for the twelve months ended December 31, 2022, was RMB 3,128.9 million (USD 453.6 million), a decrease of 27.7% compared to 2021[47] - Net income attributable to Noah shareholders declined by 25.7% to RMB 976.6 million (USD 141.6 million) in 2022[48] - Operating profit margin decreased to 27.9% in 2022 from 35.1% in 2021[48] - Total revenue for the twelve months ended December 31, 2021, was RMB 4,326,600 thousand, with wealth management contributing RMB 3,211,973 thousand and asset management contributing RMB 1,046,387 thousand[58] - Net income for the twelve months ended December 31, 2021, was RMB 4,293,094 thousand, after deducting VAT-related surcharges of RMB 33,506 thousand[58] - Total revenue for the three months ended December 31, 2022, was RMB 886,442 thousand, with mainland China contributing RMB 602,134 thousand and Hong Kong contributing RMB 237,087 thousand[59] - Total revenue for the twelve months ended December 31, 2022, was RMB 3,128,877 thousand, with mainland China contributing RMB 2,300,520 thousand and Hong Kong contributing RMB 591,936 thousand[61]

Exhibit 99.1 NOAH HOLDINGS LIMITED ANNOUNCES UNAUDITED FINANCIAL RESULTS FOR THE FOURTH QUARTER 2022 AND AUDITED FINANCIAL RESULTS FOR FULL YEAR 2022 SHANGHAI, March 28, 2023 — Noah Holdings Limited ("Noah" or the "Company") (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors, today announced its unaudited financial results for the four ...

Noah Holdings Limited (NYSE:NOAH) Q3 2022 Earnings Conference Call November 21, 2022 7:00 PM ET Company Participants Jingbo Wang - Chair, President & Chief Executive Officer Qin Pan - Chief Financial Officer Conference Call Participants Operator Hello, dear investors and analysts, and welcome to the Noah Holdings' Third Quarter 2022 Earnings Conference Call. Please note, your line has been automatically muted and this event is being recorded. The company management team will first give a quarterly update pr ...

Exhibit 99.1 NOAH HOLDINGS LIMITED ANNOUNCES UNAUDITED FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2022 SHANGHAI, November 22, 2022 — Noah Holdings Limited ("Noah" or the "Company") (NYSE: NOAH and HKEX: 6686), a leading and pioneer wealth management service provider in China offering comprehensive one-stop advisory services on global investment and asset allocation primarily for high net worth investors, today announced its unaudited financial results for the third quarter of 2022. THIRD QUARTER 2022 FINANC ...

Call Start: 20:00 January 1, 0000 8:46 PM ET Noah Holdings Limited (NYSE:NOAH) Q2 2022 Earnings Conference Call August 20, 2022 08:00 PM ET Company Participants Jingbo Wang - Co-Founder & CEO Qin Pan - CFO Conference Call Participants Operator Good day and welcome to the Noah Holdings Second Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Ms. Jingbo Wang, C ...