诺亚财富美股招股说明书(2023-10-27版)

[FORM OF ADR] Number: American Depositary Shares (one(1) American Depositary Sharerepresenting the right to receive five(5) ordinary shares of NoahHoldings Limited) AMERICAN DEPOSITARY RECEIPT FOR AMERICAN DEPOSITARY SHARES representing DEPOSITED ORDINARY SHARES of NOAH HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands) CITIBANK, N.A., a national banking association organized and existing under the lawsof the United States of America, as depositary (the “Depositary”), hereby certifies that _____________isthe owner of ______________ American Depositary Shares (hereinafter “ADS”), representing depositedordinary shares, including evidence of rights to receive such ordinary shares (the “Shares”), of NoahHoldings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”). As ofthe date of issuance of this American Depositary Receipt, one (1) ADS represent the right to receive five(5) Shares deposited under the Deposit Agreement with the Custodian, which at the date of execution of theDeposit Agreement is Citibank, N.A. – Hong Kong (the “Custodian”). The ADS(s)-to-Share(s) ratio issubject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’sPrincipal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A. (1)The Deposit Agreement.This American Depositary Receipt is one of an issue ofAmerican Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions setforth in the Deposit Agreement, dated as of November 9, 2010, as amended by Amendment No. 1 to theDeposit Agreement, dated as of March 28, 2016 (as amended and supplemented from time to time, the“Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Ownersfrom time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligationsof Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of theShares deposited thereunder and any and all other securities, property and cash from time to time receivedin respect of such Shares and held thereunder (such Shares, securities, property and cash are herein called“Deposited Securities”). Copies of the Deposit Agreement are on file at the Principal Office of theDepositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shallbe deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement andapplicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act onits behalf and to take any and all actions contemplated in the Deposit Agreement and the applicableADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action asthe Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of theDeposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinantof the necessity and appropriateness thereof. The statements made on the face and reverse of this ADR are summaries of certainprovisions of the Deposit Agreement and the Articles of Association of the Company (as in effect on thedate of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions ofthe Deposit Agreement and the Articles of Association, to which reference is hereby made. All capitalizedterms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in theDeposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of theDeposited Securities. The Depositary has made arrangements for the acceptance of the ADSs into DTC.Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTCParticipants to exercise and be entitled to any rights attributable to such ADSs. The Depositary may issueUncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the DepositAgreement. (2)Withdrawal of Deposited Securities.The Holder of this ADR (and of the ADSsevidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the DepositedSecurities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the followingconditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly Delivered ADSs to theDepositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR evidencing suchADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable andso required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properlyendorsed in blank or is accompanied by proper instruments of transfer in blank (in