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NOAH HOLDINGS(NOAH) - 2024 Q4 - Annual Report

Financial Performance - Total net revenue for the year ended December 31, 2024, was RMB 2,600,982 thousand, a decrease of 21.1% compared to RMB 3,294,696 thousand in 2023[58]. - Net income for 2024 was RMB 487,004 thousand, down from RMB 1,001,015 thousand in 2023, representing a decline of 51.4%[58]. - Total assets as of December 31, 2024, amounted to RMB 11,778,845 thousand, compared to RMB 12,685,378 thousand as of December 31, 2023, indicating a decrease of 7.1%[57]. - Total liabilities for the year ended December 31, 2024, were RMB 1,766,105 thousand, a slight increase from RMB 2,257,815 thousand in 2023[56]. - Cash and cash equivalents decreased to RMB 3,822,339 thousand as of December 31, 2024, from RMB 5,192,127 thousand in 2023, reflecting a decline of 26.4%[55]. - Total operating costs and expenses for 2024 were RMB 1,967,093 thousand, down from RMB 2,196,781 thousand in 2023, a reduction of 10.4%[58]. - The company reported a loss from operations of RMB 633,889 thousand for 2024, compared to a profit of RMB 1,097,915 thousand in 2023[58]. - The company had total net assets of RMB 10,012,740 thousand as of December 31, 2024, compared to RMB 10,427,563 thousand in 2023, a decrease of 4.0%[56]. - The company’s deferred tax liabilities increased to RMB 246,093 thousand in 2024 from RMB 262,404 thousand in 2023[56]. - For the year ended December 31, 2024, net cash provided by operating activities was RMB 387.3 million, a significant increase from RMB 1.3 billion in 2023[59]. - Net cash used in investing activities for 2024 was RMB 840.8 million, compared to RMB 247.1 million in 2023, indicating a substantial increase in investment outflows[59]. - The net cash provided by financing activities in 2024 was negative at RMB 1.1 billion, a decrease from a negative RMB 199.8 million in 2023[59]. Regulatory Environment - The company relies on Contractual Arrangements with Noah Investment and its subsidiaries to operate a portion of its business in mainland China, primarily in asset management[27]. - The company is classified as a foreign enterprise under mainland China's laws, which impose restrictions on foreign ownership of companies engaging in value-added telecommunications services[26]. - The Holding Foreign Companies Accountable Act may impact the trading of the company's shares if audit reports are issued by firms not subject to PCAOB inspections for two consecutive years[29]. - The PCAOB has historically been unable to inspect the company's auditor, which may affect investor confidence and the value of investments[40]. - The company may face significant penalties or be forced to relinquish interests in Noah Investment and its subsidiaries if the PRC government finds that its agreements do not comply with local laws[39]. - The newly enacted Foreign Investment Law may impact the company's corporate structure and business operations in mainland China[39]. - The company’s ability to offer securities overseas may be hindered by the PRC government's complex regulatory requirements, which could materially affect operations and the value of its ADSs[44]. - Future issuances of securities overseas may require approval from the CSRC, with uncertainties regarding the ability to obtain such approvals[95]. - The CSRC implemented a filing-based regulatory system for PRC domestic companies seeking to list equity securities overseas, effective March 31, 2023[96]. - The PRC tax authorities may scrutinize contractual arrangements among Noah Group, Noah Investment, and its shareholders, potentially leading to additional tax liabilities that could significantly reduce consolidated net income[77]. - If transfer pricing adjustments are made by the PRC tax authorities on Noah Investment's net income, it may adversely affect the consolidated net income of the company[79]. - The evolving nature of foreign exchange regulations may lead to stricter approval processes, impacting the company's financial operations and acquisition strategies[115]. - The SAT has tightened scrutiny over acquisition transactions, with indirect transfers potentially subject to a withholding tax of up to 10% if they lack reasonable commercial purpose[122]. Investment and Financial Risks - The company faces risks from various investment products, including default, interest rate, liquidity, and market risks[128]. - Economic downturns or capital market volatilities may negatively affect the financial performance of products distributed or managed by the company[138]. - The performance of the investment portfolio directly impacts the assets under management (AUM), revenue, and profitability of the asset management business[139]. - The company may not sustain its historical growth rate, which could adversely affect future performance and operational results[141]. - A significant portion of the company's revenues is derived from one-time commissions and recurring service fees, which are subject to fluctuations based on various external factors[142]. - The company distributes investment products from a limited number of product partners, and any renegotiation or termination of these relationships could materially impact its business[144]. - The company faces risks related to legal proceedings and regulatory actions, which could harm its reputation and financial condition[155]. - Credit risks associated with the lending business may adversely affect the company's results, particularly if borrowers fail to repay loans[157]. - The company is expanding into relatively new business models, such as retirement care products, but faces uncertainties regarding their future success[158]. Shareholder and Dividend Information - The company has declared and distributed dividends totaling RMB1,185.4 million (US162.4million)from2022to2024,withanannualdividendofapproximatelyRMB275.0million(US162.4 million) from 2022 to 2024, with an annual dividend of approximately RMB275.0 million (US37.7 million) approved for March 2025[51]. - The company’s board approved a new dividend policy, aiming for annual dividends of no less than 35% of non-GAAP net income attributable to shareholders, but there is no guarantee of future dividends[211]. - Holders of ADSs may not receive cash dividends if impractical to distribute, potentially leading to dilution of their holdings[221]. - The maximum number of ordinary shares to be issued to settled clients due to a settlement plan would account for approximately 5.7% of total issued shares as of December 31, 2024[221]. - The depositary may determine it is impractical to distribute certain property to ADS holders, affecting their potential distributions[224]. - Holders of ADSs may not be able to participate in future rights offerings unless registered under the U.S. Securities Act, leading to possible dilution[222]. - The depositary will give a discretionary proxy to vote shares if holders do not provide voting instructions, limiting their influence on management[220]. - Holders of ADSs may face limitations on the transfer of their ADSs, as the depositary can close its transfer books at any time[225]. Operational Challenges - The company faces challenges in maintaining its historical growth rate, and ineffective growth management could materially affect its business[1]. - The company’s operations are primarily conducted in mainland China, with a majority of assets located there, complicating legal processes for shareholders in the U.S.[32]. - The company has strategically ceased offering most credit products since Q3 2019 due to regulatory changes, negatively impacting its operational results[148]. - The company is exposed to risks related to natural disasters and health epidemics, which could disrupt operations and adversely affect financial performance[174]. - The proper functioning of technology platforms is critical, with any significant failure potentially leading to material adverse effects on business and profitability[188]. - The company has limited insurance coverage, which may expose it to substantial costs in the event of loss or damage[198]. - The company relies on a complex network of process and software controls to protect data confidentiality, and any failure could result in data misappropriation[184]. - The company has been actively recruiting relationship managers to support business growth, but competition for talent may increase operational costs[194]. Market and Economic Conditions - Adverse changes in China's or global economic and political policies could materially affect the company's business and financial condition, particularly in light of ongoing geopolitical tensions[167]. - The PRC government has implemented various policies to regulate the real estate sector, which could impact market conditions and investment sentiment[180]. - The wealth management and asset management industries in mainland China are experiencing rapid changes and growth, with significant competition from independent wealth management companies, commercial banks, private banks, and securities firms[159]. - Fluctuations in the exchange rate between the Renminbi and the U.S. dollar could materially affect the value of investments, with recent trends showing depreciation of the Renminbi[107]. - The majority of sales contracts are denominated in Renminbi, while a portion of financial assets are in U.S. dollars, exposing the company to foreign currency risk[108]. - Mainland China's foreign exchange regulations may limit the company's ability to utilize revenues effectively and affect the value of investments[110]. - Dividends from mainland China subsidiaries are subject to a 10% withholding tax under the PRC Enterprise Income Tax Law, impacting financial condition[119]. - If classified as a mainland China resident enterprise, the company could face a 25% tax on global income, adversely affecting operations[121].