4Q2014 and Fiscal 2014 Investor Presentation Noah Holdings Limited March 2015 Strictly Confidential Disclaimers This presentation contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Among other things, the outlook for 2014 and quotations from management in this presentation, as well as Noah's strategic and operational plans, contain forward-looking statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. All information provided in this presentation is as of the date of this presentation. Noah undertakes no duty to update any information in this presentation or any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. The presentation contains non-GAAP financial measures that exclude the effects of all forms of share-based compensation and loss or gain on change in fair value of derivative liabilities. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP. The non-GAAP financial measure used by the Company may be prepared differently from and, therefore, may not be comparable to similarly titled measures used by other companies. The information contained in this document has not been independently verified. No representation or warranty express or implied is made as to, and no reliance should be placed on the fairness, accuracy, completeness, reasonableness or correctness of such information or opinions contained herein. The information contained in this document should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of the presentation. None of the Company or any of their respective affiliates, advisers or representatives shall be in any way responsible for the contents hereof, or shall be liable (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. Strictly Confidential 1 Agenda 1 Recent Highlights 2 Industry Overview 3 Overview of Noah 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles / Awards & Industry Recognitions / Shareholder Structure Strictly Confidential 1 2 3 4 5 2 Agenda 1 Recent Highlights 2 Industry Overview 3 Company Overview 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles / Awards & Industry Recognitions / Shareholder Structure Strictly Confidential 1 2 3 4 5 3 Financial • Net revenues reached US$247.9mm in 2014, a 51.3% y/y increase • Operating income of 2014 reached US$89.7mm, a 48.1% y/y increase • Non-GAAP net income reached US$77.7mm, a 37.11% y/y increase Management Recent Highlights • Recently appointed Group President formerly Global Senior Partner at McKinsey & Co. • Strong leadership and bench strength each with 10+ years of industry experience Segmentation Wealth Management Asset Management Internet Finance • Over RMB180bn aggregate value of wealth management products distributed since inception • 779 relationship managers across 63 cities in 94 offices • Less than 3% turnover rate for top RMs in the 4Q2014 • AUM of US$8.1bn by the end of 2014 • Diversified product portfolio : real estate decreased from 66% to 62%, private equity increased from 18% to 21%, and public equity and other products increased from 16% to 17% • RMB1.4bn total transaction value by the end of 2014 • 205 total enterprise clients reached Overseas Platform • Noah Hong Kong is fully licensed and doubled in 2014, servicing over 1,300 clients Strictly Confidential 1 2 3 4 5 4 Noah in Numbers As of December 31, 2014 Experience Products Client-Centric Network 10+ years US$29bn 70,557 779 Track record and history Aggregate value of products distributed (>RMB180bn) Registered clients Relationship Managers 15+ years US$8.1bn 16,749 94 Wealth management industry experience of founding partners AUM of Noah’s subsidiary Gopher Asset Management Accumulated active clients Branch and sub-branch offices across China 93 products ~US$1.1mm 63 Launched Average value per transaction per client in 2014 Cities under coverage across China 4+ years As a listed company on NYSE 5 Strictly Confidential 1 2 3 4 5 5 Agenda 1 Recent Highlights 2 Industry Overview 3 Company Overview 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles / Awards & Industry Recognitions / Shareholder Structure Strictly Confidential 1 2 3 4 5 6 Wealth Management & Asset Management Size of Market Opportunity in China Noah’s clients have grown significantly # of Registered clients Asia Pacific HNWI wealth grew 18%, compared to 12% in the ROW, to reach a record high of US$14.2 trillion in 2013 # of Active clients 16,749 70,557 12,412 53,501 40,305 7,113 27,144 2011 9,189 2012 2013 2011 2014 2012 2013 2014 Source: Company fillings Representing private banking clients as of 2012 of ICBC (the largest bank in China) and CMB (the best Private Bank in China) China has the fastest growth in HNWI1 across large economies Largest HNWI Populations, 2012 (by Country) APAC HNWI wealth is expected to grow at a compound rate of 9.8% through 2016 to add US$4.6 trillion, taking it to US$18.8 trillion by 2016 HNWI Population growth, 2011–2012 (in ’000) 12.0% 3,436 3,068 2011 4.4% 6.7% 14.3% 5.4% 6.4% 6.5% 12.0% 15.1% 4.5% 2012 0.2% 10.9% 165 165 160 144 1,902 1,822 1,015 951 643 562 US Germany 465 441 UK 430 404 298 280 252282 Canada 207 180 176 168 Australia Brazil Source: Capgemini Lorenz Curve Analysis, 2013. PingAn & McKinsey report, 2013 1HNWI stands for High Net Worth Individuals Strictly Confidential 1 2 3 4 5 7 Internet Finance Size of Market Opportunity Rather Than Take Customers from Banks, Digital Channels Will Add New Ones Forecast Transaction Value (US$ Trillion) 100 90 80 70 60 50 40 30 20 10 0 2001 Mobile 2010 Online Banking Source: The Rise of Digital Finance in China, by BCG, October 2014. (US Market Data) Call Center Confidential 2020 ATM Branch 1 2 3 4 5 8 Wealth Management & Asset Management Onshore PRC Competitive Landscape Sales Strength (Platform Driven) Strong Product Diversification & Specialization Strong Weak Weak Strictly Confidential 1 2 3 4 5 9 Internet Finance Onshore PRC Competitive Landscape Alternative Products (High Ticket Size) High (Noah’s yuangongbao.com) HNWI Clients Low –Middle Class Mass Affluent P2P Providers Low Mutual Funds (Low Ticket Size) Strictly Confidential 1 2 3 4 5 10 Noah Competitive Positioning Average Ticket Size per Financial Product (RMB) >100mm Major Players in the Market Private 信托直销Trusts Banks 中融信托 Noah Institutional & FO Securities and Fund Houses Ultra HNWI 6-100mm Noah WM 3~6mm Other 3rd Party WM Fund Houses 1~3mm Securities HNWI <1mm Noah yuangong bao.com Source: Public Market Research Insurance Co’s Retail Banks Strictly Confidential 1 2 3 4 5 11 Regulatory Overview – Maintain Constant Dialogue Promoting Wealth & Asset Management, Internet Finance Regulator Wealth Management China Securities Regulatory Commission (“CSRC”) Policy and Document Impact on Noah • PRC Securities Investment Fund Law (revised) • Private Investment Fund Manager Registration Certificate (issued) Positive • Chinese Premier (Li Keqiang) speeches to remove implied guarantee slowly, to support the growth of capital markets bit-by-bit and to grant licenses to non-traditional FI’s China Banking Regulatory Commission (“CBRC”), State Council • Document No. 99 – Notice on the Adjustment of Calculation of Net Capital of Trust Company (shareholder guarantee) • Document No. 107 – Notice on Shadow Banking Regulation • Measures on Regulating Commercial Bank Wealth Management Business Positive • Insurance fund guarantee for trust co industry • New regulations over information disclosure, liquidity support, customer education on risk and proper management of funds Asset Management PBOC • Loan amount between banks and non-banking financial institutions to be included into total bank deposit amount to calculate reserves Neutral • Easing interest rate policies Internet Finance ?? Strictly Confidential 1 2 3 4 5 12 Noah Licenses and Certifications Licenses/certifications obtained Potential licenses/certifications Qualified Private Fund Manager Mutual Fund Issuance Mutual Fund Distribution Online Payments Insurance Brokerage China Micro Lending Dealing in Securities (#1) Advising in Securities (#4) Asset Management (#9) Hong Kong Insurance Brokerage Family Trust 13 Strictly Confidential 1 2 3 4 5 13 Agenda 1 Recent Highlights 2 Industry Overview 3 Company Overview 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles & Awards & Industry Recognitions Strictly Confidential 1 2 3 4 5 14 Overview of Noah’s Business Model Comprehensive financial platform serving the asset and wealth management needs of Chinese worldwide White-Collar Professionals Wealth Management HNWIs & Families SMEs Institutional Investors Unique product and service value proposition to clients (alternative investment, lending, discretionary management, insurance, and education) Industry leading network, client loyalty and RM retention Noah Hong Kong Asset-light Mini Noah to expand client base in overseas markets Diversified product mix Provide diversified products and services platform to clients Comprehensive services Industry leading PE and Real Estate FOFs Asset Management Institutional clients and Family Office services O2O Pioneer in the industry – first PE FOF in China Internet Finance App-based private banking services for white-collar professionals Targeted HNW peer-to-peer lending 15 Strictly Confidential 1 2 3 4 5 15 Noah Core Values • Care for Clients • Innovation • Integrity • Professionalism • Learning 16 Strictly Confidential 1 2 3 4 5 16 Wealth Management Business Model Target Clients High Net Worth Individuals High Net Worth Families Enterprises White Collar Professionals Clients’ Needs Noah RMs Wealth Management Solutions Wealth Management Planning KYC, assess risk appetite Provide product and asset allocation recommendations Provide IFA-like services Clients’ Bank Accounts Noah WMP’s Escrow Account Clients’ fund flows Transaction value Fee flows Private Equity Public Equity Strictly Confidential Fixed Income 1) ~1% of commission fee 2) ~1% of recurring service fee 1 2 3 4 5 17 Wealth Management Operating Statistics Transaction Value 2013: Total RMB44.5bn 2014: Total RMB63.4bn (RMB bn) (RMB bn) Private Other Equity 0.9 6.7 (2%) (15%) Other 10.8 (17%) Private Equity 12.0 (19%) Fixed Income 36.9 (83%) Fixed Income 40.6 (64%) Trust product contribution decreased from 22.9% in 2013 to 9.8% in 2014 Transaction Value Contributor 2013 (RMB bn) Number of accumulated active clients: Total 16,749 2014 SMEs: 837 (5%) (RMB bn) Third Party, 16 (37%) Gopher, 28 (63%) Active Clients Types Gopher, 37 (59%) Third Party, 26 (41%) Strictly Confidential HNW individual: 15,912 (95%) 1 2 3 4 5 18 Overseas Wealth Management Platform Noah Hong Kong Business Overview Diversified Products and Services Platform Wealth Management Asset Management Family Trust Insurance Noah HK registered clients: 1300+ Products: 25+ AUM: US$1 billion+ AUM Growth: 150% Transaction Value Net Revenues (RMB mm) (RMB mm) 5 4 178% 30 3,900 3 2 24.6 20 15 1,400 1 10 0 7.7 5 2013 19 219% 25 2014 2013 Strictly Confidential 2014 1 2 3 4 5 19 Asset Management Business Model Target Clients High Net Worth Individuals High Net Worth Families Enterprises White Collar Professionals Institutional Investors Clients’ Needs Noah Offerings Asset Allocation Asset Diversification Clients’ Bank Accounts Global Asset Allocation Solutions Based on Clients’ Risk Appetites Gopher Asset (Noah) Fund’s Escrow Account Clients’ fund flows Transaction value PE Fund FOF RE Fund FOF Strictly Confidential Fee flows Equity Fund FOF 1) ~1% of management fee per annum 2) Performance fee after exit 1 2 3 4 5 20 Asset Management AUM Growth (AUM, US$ mm) 131% 7,620 7,581 8,084 One of the top fund of funds management companies in China 6,292 5,097 2,963 3,528 1,226 4Q12 Specializing in asset allocation through fund of funds of private equity, real estate, and hedge funds 1,782 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 2014 China FOF Innovative Institution 2014 2013 2012 Best Performance RMB Fund of Fund 2013 21 3Q14 4Q14 Strong investment team, effective strategy, and dedicated research Three entities received private investment fund manager registration certificates Best China Real Estate FOF China General Partner Strictly Confidential 1 2 3 4 5 21 Asset Management Operating Statistics Product Mix 2013 AUM: US$5.1bn Equity FOF & other credit FOF 0.5 (10%) PE FOF 0.6 (12%) Equity FOF & other credit FOF 1.4 (17%) RE FoF and RE Fund (Fixed) 3.2 (63%) RE FoF and RE Fund (Variable) 0.8 (15%) Lifestyle Changes and Aging Population Drives Industry Focus: TMT Health Care E-Commerce Education Entertainment 2014 AUM: US$8.1bn RE FoF and RE Fund (Fixed) 4.0 (49%) PE FOF 1.7 (21%) RE FoF and RE Fund (Variable) 1.0 (13%) Carry Terms 2014 38% % of Total AUM 62% Carry Terms 2013 22 29% 0% 10% 71% 20% 30% 40% 50% 60% Strictly Confidential No Carry Terms 70% 80% 90% 100% 1 2 3 4 5 22 Internet Finance Overview Private Bank Services & Products for White Collar Professionals NOW BEFORE Target Clients White-Collar Professionals in China White-Collar Professionals in China Product Platform Risk Tolerance • Generally low to medium risk appetite Purchases Wealth Management Products • Broader range of product offerings across risk spectrum • Low entry barrier (avg ~RMB10K smallest ticket size) • Product s screened and approved by Noah Risk Cmte Noah’s 1st internet finance platform New Client Sourcing • Colleagues, friends, family referrals • Online registration with work email account Platform Positioning • Integrated financial services platform that provides high yield low barrier investment products Strictly Confidential 1 2 3 4 5 23 Internet Finance Operating & Financial Statistics Growth of Transaction Value on yuangongbao.com Total Transaction Value of 2014 RMB1.4 billion (US$227 million) (RMB mm) 450 400 Total Enterprise Clients 205 400 350 320 300 Average Transaction Per Client RMB145,000 (US$23,500) 280 250 220 200 2014 Net Revenues: US$2.7 million 150 120 100 50 2014 Operating Expenses US$12.9 million 50 30 0 Jun-14 24 Strictly Confidential Jul-14 Aug-14 Sep-14 1 Oct-14 2 Nov-14 3 4 Dec-14 5 24 Agenda 1 Recent Highlights 2 Industry Overview 3 Company Overview 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles / Awards & Industry Recognitions / Shareholder Structure Strictly Confidential 1 2 3 4 5 25 1) History and Key Milestones: leading market position from strong operating performance management 1,802 70,557 2014 497 Internet finance platform established 15.3 1,170 53,501 2013 310.4 723 40,305 2012 79.5 480 27,143 2011 16 254 15,413 2010 12 Accumulated Product Distribution ( RMB Hundred Million) 22 2,616 12 1,445 2004 9 934 5 780 2003 2 502 2005 IPO on NYSE 50 6,132 2008 2006 Gopher Asset Management established 110 9,238 2009 2007 Noah Hong Kong established Number of Registered Clients Founded in Shanghai – an industry pioneer AUM (RMB Hundred Million) Internet Business Transaction Value (RMB Hundred Million) Strictly Confidential 1 2 3 4 5 26 2) Comprehensive Product Risk Controls: stringent products selection and portfolio monitoring 2014 Financial Product Research Platform Over 2,200 products identified from database Quarterly Product Strategy Meeting 417 products selected for due diligence Preliminary Review Risk Management Committee 184 products approved by risk management committee Product Launch 93 products launched in 2014 1 Post Investment Management Continuous Product Management Performance Review and Improvement Product team: about 100 professionals Risk Controls in Product Selection Risk Controls After Client Purchase Client Financial Needs of Clients Counterparty Evaluation Counterparty Source: Company information 1 As of December 31, 2014 Risk Analysis Risk Analysis Product Information Disclosure Client Risk Tolerance Analysis Product Risk Disclosure Risk Monitoring and Warning System Business Ethics Strictly Confidential Risk Management Product Monitoring Risk Assessment 1 2 3 4 5 27 3) Visionary Management & Deep Bench Strength Ching Tao CFO Visionary Leadership Jingbo Wang Deep industry knowledge with 100+ years of shared experience Founder, Chairman and Group CEO Stable key leadership team with strong emphasis on corporate culture and governance Frances Chang CMO Kenny Lam Harry Tsai President COO Chen Jiang CRO Deep Bench Strength Business Segment CEO’s with significant experience from relevant fields 28 Zhao Yi Zhe Yin Wealth Management Asset Management Strictly Confidential Shang Chuang Junpeng Huang Internet Finance 1 2 Noah HK 3 4 5 28 Agenda 1 Recent Highlights 2 Industry Overview 3 Company Overview 4 Why We Are Different 5 Financial Performance and Forecast Appendices: Management Profiles / Awards & Industry Recognitions / Shareholder Structure Strictly Confidential 1 2 3 4 5 29 Robust 2014 Growth Transaction Value Net Revenues (US$ bn) (US$ mm) 247.9 10.3 7.2 163.8 4.1 2012 86.7 2013 2014 1.9 1.9 4Q2013 4Q2014 2012 2013 2014 4Q2013 4Q2014 Non-GAAP Net Income (1) Income from Operations Margin (%) (US$ mm) 63.3 45.4 Surpassed guidance for the past 3 years Margin (%) (US$ mm) 36.2% 89.7 31.4% 77.7 37.0% 60.6 34.6% 56.7 29.7% 25.8 29.2% 13.3 27.9% 17.6 30.9% 26.8 72-76 50-55 32.2% 14.6 24.6% 4Q2013 4Q2014 15.5 Guidance: 22-25 2012 2013 2014 4Q2013 4Q2014 2012 2013 Source: Company Filings, USD:CNY FX = 6.1708 (1) Representing non-GAAP net income attributable to Noah Shareholders, based on non-GAAP financial measures that exclude the effects of all forms of share-based compensation Strictly Confidential 2014 1 2 3 4 5 30 Robust 2014 Growth Wealth and Asset Management Revenues NetNet Revenue Compensation & Benefits (US$ mm) 300.0 51% 247.9 250.0 200.0 49% 245.1 163.8 100.0 163.8 80.0 48.3% 119.6 44.6% 73.0 44.6% 73.0 40.0 50.0 20.0 2013 2014 2013 Pro-forma* 2014 0.0 2013 Income from Operations 40.7% 99.9 36.1% 89.5 100.0 37.0% 60.6 120.0 90.0 37.0% 60.6 60.0 Pro-forma* 2014 2013 2014 Non-GAAP Net Income Margin (%) (US$ mm) 64% 47% 120.0 80.0 45.1% 110.6 60.0 100.0 Margin (%) (US$ mm) 51% 63% 120.0 150.0 0.0 % of Net Rev (US$ mm) 140.0 60.0 54% 37% 34.6% 56.7 35.8% 87.7 31.4% 77.7 34.6% 56.7 40.0 30.0 20.0 0.0 31 2013 2014 2013 Pro-forma* 2014 *Pro-forma excludes financial impacts of internet finance 0.0 Strictly Confidential 2013 2013 Pro-forma* 2014 2014 1 2 3 4 5 31 2014 Financial Breakdown by Segment Wealth Management Revenues (US$ mm) 200.0 185.8 Wealth Management Income from Operations Margin (%) (US$ mm) 38.9% 72.2 80.0 160.0 141.0 60.0 120.0 40.0 80.0 20.0 40.0 0.0 0.0 FY 2013 2013 FY2013 FY 2014 FY2014 2014 2013 FYFY2013 2013 Asset Management Revenues Margin (%) (US$ mm) 70 59.3 60 46.7% 27.7 30 50 25 40 20 15 22.8 10 20 39.0% 8.9 5 10 32 FY2014 FY2014 2014 Asset Management Income from Operations (US$ mm) 30 36.7% 51.7 0 0 FY2013 2013 FY2014 2014 Strictly Confidential FY2013 2013 FY2014 2014 1 2 3 4 5 32 Strong Balance Sheet Position Cash & ST Investments Contributing Over 70% of Total Assets (US$ mm) 431.1 28% 303.3 2% 5% 21% 5% 9% 205.4 180.9 12% 1% 11% 16% 2% 24% 65% 65% 76% 2011 Cash and cash equivalents 58% 2012 2013 Short-term investments Long-term investments 2014 Other assets Source: Company Filings Strictly Confidential 1 2 3 4 5 33 2015 Financial Outlook Non-GAAP net income attributable to Noah shareholders US$90.0 mm to Implied YOY growth of US$95.0 mm 16% to 22% Strictly Confidential 1 2 3 4 5 34 Appendix 1: Management Profiles Name Title \ \\\ Founder, Chairman and Group CEO Experience • • • • Over 15 years of experience in asset management and wealth management services • • Global Partner, McKinsey & Company • Over 17 years of experience in strategic and operational transformations for global and regional leading financial institutions • M.A. (Honors) in Law from Oxford University and B.S. in Finance magna cum laude from the Wharton School of the University of Pennsylvania • • • • Executive Director, IBD, Goldman Sachs Head of the private banking department at Xiangcai Securities Deputy head of ABN AMRO Xiangcai Fund Management Co., Ltd Head of the asset management department at Xiangcai Securities Jingbo Wang President Kenny Lam CFO Co-leader , McKinsey Asia Financial Services Practice and Head of McKinsey Asia Private Banking and Wealth Management Practice CFO, Charter Group Ltd (fast-growing consumer player in China) 18 years of experience in investment and finance management MBA from Columbia Business School and B.A. from Dartmouth College Ching Tao 35 Strictly Confidential 35 Appendix 1: Management Profiles Name Title CMO Experience • • • • CEO for China, ABN AMRO Asset Management Asia • • • • • COO for North Asia, ABN AMRO CEO for Greater China and South East Asia, Robeco 25+ years of experience in asset management MA in Library Science from UCLA Frances Chang COO Harry Tsai 36 COO and Executive Vice President , Yuanta Securities of Taiwan 25+ years of experience in securities, asset management and lending M.S. in Chemical Engineering from University of Southern California MBA in Finance from University of Illinois, Urbana-Champaign. Strictly Confidential 36 Appendix 2: Awards & Industry Recognitions Recent awards and recognitions 2014 2012 2013 2013 2012 37 Best Third Party Wealth Management Company Highest Potential Business in China Most Popular Independent WM Institution 2013 2013 2012 2013 Technology Fast 500 Asia Pacific 2015 China Best Employer 2014 2013 Most Popular Wealth Management Institution China Most Innovative Wealth Management Service Provider 2015 2014 China`s Highest Potential Listed Company (No.12) Top 100 Fast Growing Chinese Companies Listed in the US Top 50 Fast Growing Companies Strictly Confidential 37 Appendix 3: Shareholder Structure Major Share Ownership As of December 31 2013 Share Ownership 38 Jingbo Wang 24.8% Sequoia China 16.7% Frances Chia-Yue Chang 8.5% Boquan He 6.8% Zhe Yin 5.9% Total 62.7% Strictly Confidential 38 Thank You! Care for Clients Integrity Innovation Learning Professionalism “We are confident that Noah’s future will be bright; time is our friend.” -- Chairman Ms. Jingbo Wang Strictly Confidential 39
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