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August 4, 2023
Jingbo Wang
Chief Executive Officer
Noah Holdings Ltd
Building 2, Changyang Valley, 1687 Changyang Road,
Shanghai 200090, People’s Republic of China
Re:Noah Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-34936
Dear Jingbo Wang:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 172
1.We note your statement that you reviewed your shareholder register and public filings
made by its shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission.  In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).

 FirstName LastNameJingbo Wang
 Comapany NameNoah Holdings Ltd
 August 4, 2023 Page 2
 FirstName LastName
Jingbo Wang
Noah Holdings Ltd
August 4, 2023
Page 2
2.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for “Noah Holdings Limited or the Consolidated Affiliated Entities.”  We also note that
your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in
Hong Kong and countries outside China that are not included in your VIEs.  Please note
that Item 16I(b) requires that you provide disclosures for yourself and your consolidated
foreign operating entities, including variable interest entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm, if true, that none of the members of your board or the boards of
your consolidated foreign operating entities are officials of the Chinese Communist Party.
For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            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.
            Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at (202) 551-3783
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Steve Lin