NOAH HOLDINGS LIMITED 8,400,000 American Depositary Shares Representing 4,200,000 Ordinary Shares, par value $0.0005 per share FORM OF UNDERWRITING AGREEMENTNoah Holdings LTD • November 4th, 2010 • Investment advice • New York
Noah Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,400,000 American Depositary Shares (“ADSs”), representing 4,200,000 ordinary shares, par value US$0.0005 per share, of the Company (the “Ordinary Shares”). The aggregate of 8,400,000 ADSs to be issued and sold by the Company are hereinafter collectively referred to as the “Underwritten ADSs”. In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,260,000 ADSs (the “Option ADSs”), representing 630,000 additional Ordinary Shares. The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered ADSs”. The Ordinary Shares represented by the Underwritten ADSs are herein referred to as the “Underwritten
