A. History and Development of the Company Founded in August 2005, we are a leading HNW wealth management service provider with global asset management capabilities. We aim to deliver exceptional asset allocation and comprehensive services to Mandarin - speaking HNW individuals and institutions by connecting leading asset managers around the world. We are an exempted company incorporated with limited liability under the laws of the Cayman Islands with subsidiaries and affiliated entities in mainland China, Hong Kong, Singapore, the United States and other jurisdictions. In August 2005, our founders started our business when Noah Investment was incorporated. We exercise effective control over Noah Investment and its subsidiaries through Contractual Arrangements. In 2007, HongShan Capital Investment Management (Tianjin) Co., Ltd., which we refer to as HongShan Capital, a well-known venture capital firm based in mainland China, invested in our business. In November 2010, we were listed on the New York Stock Exchange as the first independent wealth management company from mainland China. In July 2022, we were listed on the Hong Kong Stock Exchange as the first independent wealth management company listed on both NYSE and Hong Kong Stock Exchange from mainland China. We commenced our asset management business in 2010 when Gopher Asset Management Co., Ltd. and its subsidiaries, which we refer to collectively as Gopher Asset Management or Gopher, were established. The business scope of Gopher covers private equity and venture capital investment, real estate investment, public securities investment, and multi-strategy investment. In 2012, Noah Upright (formerly known as Noah Upright (Shanghai) Fund Investment Consulting Co. Ltd.), a wholly owned subsidiary of Noah, obtained the “No. 001” fund distribution license issued by the CSRC. We officially launched our overseas business expansion in early 2012. We first established Noah HK and obtained Type 1 (Dealing in Securities), Type 4 (Advising on Securities), and Type 9 (Asset Management) licenses from the Hong Kong Securities and Futures Commission, commonly known as the Hong Kong SFC or the SFC, as well as an insurance broker license in Hong Kong (China). Subsequently, we further expanded our overseas presence by launching offices in Los Angeles, Silicon Valley, New York and Singapore. We have obtained and maintained family trust licenses in Hong Kong and Jersey Island, investment advisor license and insurance brokerage license in the United States, as well as capital market services license, family trust license and exempt financial advisor license in Singapore. In 2024, we established the Olive Asset Management brand, our overseas asset management business that manages USD - denominated private equity funds and private secondary products. 53 Table of Contents In July 2022, our ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “6686”. We raised from our global offering in connection with the listing in Hong Kong approximately HK$315.6 million (US$40.2 million) in net proceeds after deducting underwriters’ commissions and offering expenses. Upon our listing on the Hong Kong Stock Exchange, all the Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis. Subsequently, no Class B ordinary shares will be issued or outstanding and we will cease to have a dual-class voting structure. On December 23, 2022, we adopted the sixth amended and restated memorandum and articles of association to reflect the removal of the dual-class voting structure, among other things. Our principal executive offices are located at 333 North Bridge Road, #05-11, Odeon 333, Singapore 188721. Our telephone number is +65 6911-8211. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1 - 1104, Cayman Islands. B. Business Overview We are a leading and pioneer wealth management service provider offering comprehensive one-stop advisory services on global investment and asset allocation primarily for Mandarin - speaking HNW investors. Substantially all our RMB-denominated investment products are managed and distributed in mainland China, and most of our foreign currency denominated products are managed and distributed through our Hong Kong subsidiary, Noah HK, which serves as our offshore booking center. With over 21 years of operating experience, we continue to distribute and manage investment products and provide comprehensive financial services to our HNW clients globally, while at the same time constantly optimizing and improving our risk and asset management procedures to strengthen our core competitiveness. Our Business Model We provide comprehensive financial services using wealth management and asset management models, through our subsidiaries and Consolidated Affiliated Entities to our clients. In 2025, our wealth management business, asset management business, and other businesses contributed to 65.5%, 32.9% and 1.6% of our total net revenues, respectively. ● Wealth management business. Through the licensed distribution channels operated by our subsidiaries, we offer various investment products, including primarily domestic and overseas mutual fund products, private secondary products and other products, on behalf of our third-party product partners as well as Gopher and Olive, our asset management arms. We also provide customized value-added financial services to our clients, including investor education and trust services. ● Asset management business. Through our asset management arms, Gopher and Olive, we manage our clients’ investments in private equity, real estate, public securities, multi-strategy and other investment products. ● Other businesses. This segment mainly includes lending services whereby we make secured loans to creditworthy clients through our subsidiaries. Since the third quarter of 2019, we have decreased lending and other businesses as we strategically shifted focus to our core wealth management and asset management businesses. In 2024, we engaged in organizational restructuring and adjustment to our business operations in order to improve our business model and to comply with the evolving regulatory requirements in our industry. Following a comprehensive evaluation of the nature of our evolving business operations and recent organizational adjustment, we have determined that a refined segmentation approach will provide a clearer understanding of our financial performance and strategic progress. As a result, starting from the fourth quarter of 2024, we began disclosing our revenues under six domestic and overseas business segments and headquarters. This segmentation approach is designed to enhance resource allocation, provide investors with insights into our financial performance across our diverse business segments, and ensure alignment with our long-term strategic objectives. For the purposes of organizing our business segments in this annual report, we describe our businesses conducted in mainland China as “domestic” and businesses conducted outside of mainland China as “overseas.” 54 Table of Contents Among these six segments, our wealth management business is generally structured around four segments, namely domestic public securities under Noah Upright, domestic insurance under Glory, overseas wealth management under ARK Wealth Management and overseas insurance and comprehensive services under Glory Family Heritage. In 2025, our domestic public securities, domestic insurance, overseas wealth management and overseas insurance and comprehensive services segments contributed to 21.7%, 0.7%, 21.0% and 6.9% of our total net revenues, respectively. Our asset management business is generally structured around the remaining two segments, namely domestic asset management under Gopher and overseas asset management under Olive. In 2025, our domestic asset management and overseas asset management segments contributed to 26.5% and 21.2% of our total net revenues, respectively. In addition to these six segments, we also conduct our general corporate operations at our corporate headquarters, which are operations not directly allocated to one of the aforementioned six business segments. In 2025, our headquarters contributed to 2.0% of our total net revenues. We operate our business to cater to the needs of our clients by leveraging (i) our unique ecosystem with leading product partners, including fund managers and top PE/VC general partners, (ii) a diversified product mix that contributes to a favorable revenue structure with competitive profit margins and delivers successful investment results, and (iii) significant synergies and high operating efficiency. We are a pioneer in mainland China’s HNW wealth management services industry with various market-first achievements, and are the first wealth manager to have built an ecosystem with leading private secondary funds and PE/VC firms in mainland China. Leveraging our early-mover advantage, deep understanding of the industry, strong execution capabilities and rigorous risk management, we have developed a comprehensive set of product offerings in collaboration with our product partners. Set forth below is a diagram illustrating our unique ecosystem: (1)Others include insurance products, multi-strategies products and others. Our Clients We primarily serve Chinese HNW clients who reside in mainland China or overseas with total investable assets exceeding RMB6.0 million or its equivalent. In addition to individual clients, we also strategically provide services to certain institutional clients, including entities affiliated with such individuals, such as their family offices, as well as other institutional investors. In 2021, we started to provide mutual funds and related wealth management services to satisfy our corporate and institutional clients’ money market and liquidity management demands through our mutual fund SaaS platform, “Smile Treasury”, operated by our domestic public securities operation, Noah Upright. We have attracted a loyal and high quality client base, with approximately 18,450 active clients (including mutual fund-only clients) as of December 31, 2025. The table below sets forth certain information regarding our clients for the years and as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Number of active clients (excluding mutual fund-only clients) 5,731 ​ 4,267 ​ 5,158 Number of active clients (including mutual fund-only clients) 22,453 ​ 17,210 ​ 18,450 ​ ​ 55 Table of Contents In order to provide targeted and personalized services to our clients, we classify our clients into five categories based on their AUA with us, namely ivory, gold, platinum, diamond, and black card clients, with the black card clients being the highest level. The number of our black card clients and diamond card clients reached 2,299 and 7,008 as of December 31, 2025, with an AUA per client of RMB69.3 million (US$9.9 million) and RMB13.0 million (US$1.9 million), respectively. The table below sets forth the number of our core clients as of the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Number of black card clients(1) ​ 2,289 ​ 2,277 ​ 2,299 Number of diamond card clients(2) 7,369 ​ 7,057 ​ 7,008 (1) Black card clients refer to clients with an AUA of over RMB50 million (approximately US$7 million). (2) Diamond card clients refer to clients with an AUA of over RMB10 million (approximately US$1.5 million) but less than RMB50 million (approximately US$7 million). Client Onboard Process and Key Contractual Terms We have implemented comprehensive know-your-client, commonly known as KYC, and anti-money laundering, commonly known as AML, procedures and policies in compliance with applicable laws and regulations in mainland China and other jurisdictions where we operate, as well as our internal control policies. When a client opens an account with us, we require the client to complete our KYC and AML review process. In terms of our KYC process, we collect documentations including, among others, proof of client’s identity and source of funds for investments and verify such information against reliable supporting documents and official database, as well as conduct risk tolerance assessment to better understand clients’ risk appetite. We also perform due diligence procedures on clients that specifically focus on and attest to their qualification to invest in accordance with relevant laws and regulations in different jurisdictions. For example, for clients who intend to purchase private fund products in mainland China, we require them to provide proof that their financial conditions and risk tolerance have met the thresholds of qualified investors under relevant mainland China regulations, and conduct ongoing due diligence on such clients to verify their qualification. In addition, our relationship managers follow up with our clients on a regular basis to maintain up-to-date client risk profile and investment preferences. In terms of our AML process, we have established rigorous AML internal control policies, including a real-name policy in the process of business operations and a record keeping policy on client information covering their identification, transaction records as well as source of funds. We have an AML information reporting system aimed at detecting, reporting on and preventing money laundering activities. We also provide trainings to our employees to enhance their AML awareness. Moreover, we enter into a set of standard client service agreements with our clients at account opening. Such client service agreements set forth rights and obligations of our clients when using service provided by us and authorizes us to collect and use certain personal information of our clients. Clients will also receive an investor right notification form setting forth their interest and risks in purchasing a specific product. Our Key Products and Services Our Wealth Management Business We provide diversified investment products, customized asset allocation and value-added services to our clients inside and outside of mainland China for our wealth management business. Our dedicated relationship managers work with clients to build an asset allocation objective and a dynamic investment portfolio for each of them with the diversified investment products we offer, aiming to meet our clients’ wealth management needs, minimizing their risks while generating attractive returns. Our clients benefit from our comprehensive services, expertise and capacities, including, among others, investor education services and trust services. In 2023, 2024 and 2025, net revenues contributed by our wealth management business were RMB2,491.2 million, RMB1,800.7 million and RMB1,709.3 million (US$244.4 million), representing 75.6%, 69.2% and 65.5% of our total net revenues, respectively. 56 Table of Contents Revenue Model For our wealth management business, we generate revenue primarily from the offering of investment products and services to our clients through our subsidiaries in four ways: (i) one-time commissions paid by funds managed by our product partners, (ii) recurring service fees paid by our product partners or funds managed by them over the duration of the investment product, (iii) sharing of a portion of the performance-based income earned by product partners who manage the products, and (iv) revenue from comprehensive services we provide. We also earn one-time commissions from insurance companies by referring clients to purchase insurance products from them, and recognize revenue when the underlying insurance contracts become effective. We do not bear any loss from our clients’ investments nor do we provide guarantees of return with respect to the products we distribute, in accordance with the investment agreements with our clients. Set forth below is a diagram illustrating the business and revenue model of our wealth management business: ​ Investment Product Offerings We have a proven track record of consistently pioneering a broad array of innovative and high-quality investment products and service offerings which provide comprehensive and tailored investment opportunities to meet the specific wealth management requirements of our clients. During the three years ended December 31, 2023, 2024 and 2025, the domestic and overseas investment products provided by our product partners as well as Gopher and Olive primarily consist of: ​ ● mutual fund products, which are publicly-raised, public securities investment funds, including money market funds; ● private secondary products, which are privately-raised investment funds and structured products with underlying assets consisting of publicly listed securities and bonds in the secondary market, as well as privately raised discretionary cash management products; ● private equity products, including investments in (i) various primary market funds, including PE/VC funds, private credit funds, and private infrastructure funds sponsored by third-party domestic and international asset management firms, (ii) real estate equity funds, and (iii) PE/VC funds managed by Gopher/Olive, including FOFs, feeder funds, S funds and direct and co-investment funds. We provide domestic private equity products through our asset management arm, Gopher/Olive, which forms funds and raises capital directly from our clients; ● other products we distribute or provide or manage but cannot be classified into any of the above product categories, such as insurance and multi-strategy products. 57 Table of Contents The table below sets out the aggregate transaction value of the different types of investment products that we distributed during the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in millions, except for percentages) Product type ​ ​ ​ ​ ​ ​ ​ Mutual fund products 47,837 ​ 64.6 ​ 39,573 ​ 62.0 ​ 36,045 ​ 5,154 ​ 53.7 Private secondary products 18,403 ​ 24.8 ​ 16,201 ​ 25.3 ​ 23,158 ​ 3,312 ​ 34.5 Private equity products 3,330 ​ 4.5 ​ 4,775 ​ 7.5 ​ 4,856 ​ 694 ​ 7.3 Other products 4,486 ​ 6.1 ​ 3,263 ​ 5.2 ​ 2,971 ​ 425 ​ 4.5 All products 74,056 ​ 100.0 ​ 63,811 ​ 100.0 ​ 67,030 ​ 9,585 ​ 100.0 ​ Overseas Wealth Management In addition to our well-established domestic and RMB-denominated product offerings, we also offer a variety of overseas products denominated in a variety of currencies to our clients. The diversification of our investment product offerings distinguishes us from many of our competitors in mainland China, who typically only have domestic and RMB-denominated product offerings. In 2025, revenue from our overseas products accounted for 48.7% of our total revenues. Comprehensive Services In addition to the investment products we provide to our clients, we develop and provide customized value-added financial and related services to our clients to better serve their needs. ● Investor Education: We primarily provide our investor education services under the brand name “Enoch Education”, organizing various types of online and offline training programs to our individual clients and their families. These programs include wealth planning, market insights and entrepreneurship camps. We charge attendees fees for these events primarily based on the duration (which typically last up to one year) and location of each program. We believe that Enoch Education is an important tool for building our business as it raises the financial sophistication of our clients, enables us to deepen our relationships with them, and broadens the clients’ investment knowledge, all of which are believed to further enhance their loyalty and willingness to invest with us, especially for long-duration products. ● Trust Services: We currently offer international trust services in Hong Kong, Jersey Island and Singapore through Ark Trust (Hong Kong) Limited (“Ark Trust”), Ark Trust (Jersey) Limited and Ark Trust (Singapore) Ltd., respectively. Ark Trust was founded in 2014 and is one of the first family trust service companies registered outside of mainland China among the independent wealth management companies in mainland China. Ark Trust provides a full range of services to our clients, including family trust and fiduciary services, employee stock ownership plans, charitable trust services and wealth planning services. Referral of Insurance Products We distribute insurance products by referring clients to purchase insurance products through domestic insurance under Glory and overseas insurance and comprehensive services under Glory Family Heritage, and earn commissions from insurance companies. We focus on referring long-term life insurance products to our high-net-worth individual clients to fulfill their diversified investment needs. We primarily partner with reputable international or regional insurance companies in Hong Kong, Singapore, United States, Bermuda and mainland China with the most competitive long-term life insurance products. 58 Table of Contents The insurance products we distribute for our partners are mainly life and health insurance products. Such products can be broadly classified into the categories set forth below. Due to constant product innovation by insurance companies, some of the insurance products we distribute combine features of one or more of the categories listed below: ● Individual Whole Life and Annuity Insurance: The individual whole life insurance products we distribute provide insurance coverage for the insured person’s entire life in exchange for the periodic payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years, or until the insured reaches a certain age. The face amount plus accumulated interest is paid upon the death of the insured. The individual annuity products we distribute generally provide annual benefit payments after the insured attains a certain age, or for a fixed time period, and provide a lump sum payment at the end of the coverage period. In return, the purchaser of the annuity products makes periodic payments of premiums during a pre-determined accumulation period. ● Participating Insurance: The participating insurance products we distribute not only provide insurance coverage but also pay dividends generated from the profits of the insurance company providing the policy. The dividends are typically paid on an annual basis over the life of the policy. In return, the insured makes periodic payments of premiums over a pre-determined period, generally ranging from five to 25 years. ● Individual Health Insurance: The individual health insurance products we distribute primarily consist of critical illness insurance products, which provide guaranteed benefits when the insured is diagnosed with specified serious illnesses, and medical insurance products, which provide conditional reimbursement for medical expenses during the coverage period. In return, the insured makes periodic payments of premiums over a pre-determined period. The commission rate that we receive from insurance companies is determined based on various factors such as the type of insurance products, the payment schedule of the insurance policy, the region in which the insurance products are sold, and the particular insurance company. In general, for the insurance policies that we distribute with a periodic payment schedule, insurance companies will pay us a first-year commission and fee based on a percentage of the first-year premiums, and subsequent commissions and fees based on smaller percentages of the renewal premiums paid by the insured during the first few years of renewal term. As such, once we distribute a life and health insurance policy with a periodic payment schedule, we expect it to bring us a steady flow of commission and fee during the renewal term as long as the insured fulfills his or her premium payment commitment and continuously renews the policy. Since our referral service is substantially completed on day one, we record revenue from commission income as one-time commissions which includes the first-year commission and a best estimate of the commissions we may be entitled to receive during the renewal periods. We enter into framework referral service agreements with insurance companies for the insurance product that we distribute. Under these agreements, we typically undertake to refer and recommend the relevant insurance products offered by the insurance company to our clients, in return for a commission from the insurance company. We deliver the services as an independent contractor and undertake to exercise due care and skill in our services. Each party may have the right to terminate the framework agreement with advance notice or immediately in certain specified circumstances. We are typically subject to confidentiality obligations and obligations to protect the intellectual property of the insurance company under the framework agreement. ​ 59 Table of Contents Our Asset Management Business We operate our domestic asset management business under Gopher and our overseas asset management business under Olive to further address the asset allocation needs of our clients. We manage investments with underlying assets in mainland China through the Consolidated Affiliated Entities, denominated in Renminbi, and outside of mainland China through our subsidiary, Olive Asset Management, denominated in U.S. dollars or other currencies. This allows us to offer private equity products that are on par with those provided by leading global private banks. On the secondary market side, we have expanded partnerships with top-tier global managers and diversified our offerings in structured products and hedge funds. Our total AUM were RMB154.6 billion, RMB151.5 billion and RMB141.7 billion (US$20.3 billion) as of December 31, 2023, 2024 and 2025, respectively. As of December 31, 2025, the AUM of Olive reached RMB42.4 billion (US$6.1 billion), representing 29.9% of the total AUM for our asset management business. Revenue Model We generate revenue from our asset management business through the Consolidated Affiliated Entities and certain overseas subsidiaries primarily in the form of (i) one-time commissions from funds managed by Gopher or Olive when the investment product was distributed directly by Gopher or Olive (ii) recurring service fees paid by funds managed by Gopher or Olive over the duration of the investment products and (iii) performance-based income from funds for which we serve as the fund managers. Gopher and Olive, as proprietary product providers, enter into agreements on an arm’s length basis with our wealth management branch for product distribution, and in accordance with such agreements, share a portion of recurring service fees and performance-based income with the wealth management branch in certain cases. To the extent that recurring service fees and performance-based income are shared with the wealth management branch, such intragroup revenue is deducted from our consolidated statements of operations. Set forth below is a diagram illustrating the business and revenue model of our asset management business: ​ Given that over 90% of Gopher’s AUM and over 75% of Olive’s AUM as of December 31, 2025 consisted of private equity investments, which generally have a long duration with no contractual redemption rights or high redemption costs as provided under the relevant subscription agreements, we believe that the recurring service fees we earn are relatively predictable and sustainable. Investment Structure Gopher and Olive establish fund vehicles (the “Gopher/Olive Funds”) as investment vehicles to raise capital from clients and manage the investments. The investment portfolio of Gopher/Olive Funds includes primarily (i) private equity investments, including equity investments into private companies and commitments in private equity funds; (ii) public securities investments, including direct investments in public securities and commitments in money market funds, mutual funds and private secondary funds; (iii) real estate investments, typically in the form of equity of private companies holding such investments; and (iv) multi-strategy and other investments, primarily consisting of multi-asset portfolios. 60 Table of Contents We act as the fund manager and/or general partner for the Gopher/Olive Funds and collect management fees and performance-based income. We also invest in certain Gopher/Olive Funds as general partners, and our equity interests in each individual fund are normally less than 3%. The following table sets forth the typical structure of a Gopher/Olive Fund: ​ ​ Product Offerings As a multi-asset management service provider, Gopher /Olive invests in different categories of assets, including: ● private equity investments, including investments in the leading domestic and overseas private equity funds through FOFs, feeder funds and S funds, as well as direct and co-investments in sectors such as TMT, financial services and healthcare. As of December 31, 2025, the AUM of Gopher/Olive’s private equity investments was RMB127.0 billion (US$18.2 billion), covering approximately 130 Gopher/Olive PE/VC FOFs, and directly or indirectly through these funds, invested in more than 9,000 companies. ● FOFs. In 2010, we established the first market-oriented FOF by private capital in mainland China. Our asset management business has historically focused primarily on investments in FOFs, whereby the Gopher/Olive Funds invest in one or more third-party managed funds, which directly or indirectly invest in portfolio companies or other investment portfolios. The graph below illustrates the portfolio structure of a simple FOF. Major Gopher/Olive PE/VC FOFs typically involve several layers of FOFs and/or feeder funds structure. Under such structure, multiple Gopher/Olive Funds are set up as intermediate investment vehicles, which are managed by Gopher/Olive for the purpose of asset and ownership segregation. ​ ​ 61 Table of Contents ● Feeder funds. We also manage feeder funds that invest in certain single third-party managed funds. Such third-party managed funds usually have multiple feeder funds as capital sources. Following the enactment of the Supervision Measures, we leverage primarily feeder funds to raise capital for our PE/VC investment partners. The graph below illustrates the investment structure of our feeder funds that invest in single third-party managed funds. ​ ​ ● S funds. In May 2013, we introduced the first S fund to HNW investors in mainland China. The S funds explore investment opportunities by investing in pre-existing limited partner commitments in the private equity market, which allows private equity investors to sell their investments in private equity funds. S funds typically invest in more diversified investment portfolios than primary PE funds, and typically deploy capital faster and have a shorter investment term than other private equity investments ranging from two years to three years. The graph below illustrates the portfolio structure of our S funds. ​ ​ ● Public securities investments, mainly including Target Strategy, namely a series of NAV-based products utilizing multiple investment strategies to manage underlying assets consisting of publicly listed securities, FOF and MoM investments, as well as direct investments in listed companies. Gopher /Olive has a dedicated investment team managing Target Strategy products, which consist of active, balanced and conservative types of funds, utilizing diverse strategies with an aim to create long-term and stable investment returns with relatively low volatility. For the MoM approach, we as the fund manager choose third-party fund managers for certain investment programs of the Gopher/Olive Funds and monitor their performances. The third-party fund managers specialize in utilizing different investment strategies to diversify risks and achieve different investing goals amid market volatilities. These third-party fund managers receive an incentive service fee. ● Real estate investments, including funds investing in residential as well as commercial real estate properties such as office buildings and shopping malls, in the form of both credit and equity investments. As of December 31, 2025, our real estate investments primarily included one office building in Shanghai through an FOF investment, namely Gopher Aroma Plaza. Our real estate investments as of December 31, 2025 also included ten rental apartment projects in the United States. 62 Table of Contents ● Multi-strategy and other investments. Our multi-strategy investments primarily include multi-asset portfolios and family office accounts. We use asset allocation principles to build multi-asset portfolios and multi- or single-family office accounts. Starting from the third quarter in 2019, we stopped investing in private credit products and started to redeem all outstanding private credit products. By the end of the second quarter in 2021, Gopher had successfully exited approximately RMB30 billion of private credit product investments, marking an important milestone of transformation to NAV-based products. Our domestic asset management operations under Gopher continue to focus on managing primary market exits and cross-border ETF products in the secondary market. Due to the absence of new fundraising for RMB-denominated private equity funds in 2025, the gradual expiration of legacy products is expected to reduce the management fee base. In response, we are accelerating the expansion of our overseas investment product offerings through Olive and growing our secondary market asset management business. Among our initiatives, we are dedicating a portion of our U.S. asset management business to investments in emerging and high-growth sectors, including artificial intelligence, advanced technologies and digital assets, where we act as the investment manager of relevant investment funds, with investment portfolios comprising equity investments in private companies, fund investments and digital asset-related investments. In connection with this business, a Delaware entity serves as the investment manager of such funds in the United States. This entity, whose members are two of our employees, conducts its own day-to-day operations and makes independent investment decisions in accordance with applicable U.S. regulations. It has entered into a series of agreements with a Singapore subsidiary of ours, based on which we are entitled to substantially all of the economic benefits from this entity and consolidate its results of operations. The business operated through this entity remains at a preliminary stage. For a discussion of the changes of our asset management product mix during the three years ended December 31, 2025, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting Our Results of Operations—Key Performance Indicators—AUM.” Our Portfolio Companies Our Gopher/Olive Funds strive to invest in companies with great growth potential through private equity investments to generate attractive investment returns. Over the years, our Gopher/Olive Funds have invested in many portfolio companies that have achieved outstanding performance and hence generating more performance-based income, which demonstrates our strong asset management capabilities. As of December 31, 2025, Gopher/Olive’s AUM included approximately 130 Gopher/Olive PE/VC FOFs, which in aggregate invested in more than 350 funds managed by third parties, and directly or indirectly through these funds, invested in more than 9,000 companies, many of which had achieved substantial growth. As of December 31, 2025, more than 700 companies Gopher/Olive invested in had successfully become listed companies. Our Product Partners and Investment Partners We have established extensive business relationships with reputable product partners and investment partners both in China and globally, in connection with our distribution of investment products. Our product partners and investment partners are typically the issuers or managers of investment products. The product partners and investment partners with which we collaborate encompass a variety of institutions and companies, mainly including PE/VC general partners, mutual fund managers and private secondary fund managers. We distribute investment products provided by these product partners directly, and for our asset management business, our Gopher/Olive Funds invest into the investment products provided by our investment partners, whereby we offer limited partnership commitments to our Gopher/Olive Funds as asset management products to our clients. In certain occasions, our Gopher/Olive Funds also co-invest with our investment partners into portfolio companies directly. During the three years ended December 31, 2023, 2024 and 2025, we collaborated with over 100 product partners and investment partners in aggregate. A certain partner can either act as a product partner for our wealth management business or an investment partner for our asset management business. We have a strong presence in private equity investment industry both domestically and overseas. We have built relationships with 15 out of the top 20 VC fund managers as named in the “2021 Annual List of Chinese Venture Capital Investment Institutions” in December 2021 by CV Info, one of mainland China’s leading third-party private equity information providers, and over 40 of the top 50 international PE firms as named in “Private Equity International’s PEI 300 list” for 2022. In addition to leading PE/VC firms, we have intensified screening and coverage of top hedge fund managers worldwide and have built relationships with 25 of the top 50 global hedge fund managers as named in “With intelligence Global Billion Dollar Club 2022”. 63 Table of Contents Key Contractual Terms with Product Partners for Our Wealth Management Business We enter into service agreements with the product partners for the majority of the products we distribute through our wealth management business. These service agreements usually expire upon the redemption of the underlying investment products. Under these agreements, we typically undertake to provide the counterparty with services relating to our clients’ purchases of the relevant products. Such services generally include providing our clients with information on the relevant products, evaluating the financial condition and risk profiles of those clients who desire to purchase the relevant products, educating them on the transaction documentation as well as furnishing other assistance to facilitate their communications with the product partners. Under our service agreements with respect to our fund products distributed through our wealth management business, we also undertake to assist the product partners to maintain investor relationships by providing our clients who have purchased the relevant products with various post-investment services, including investor communications assistance and periodic portfolio management reports. Key Contractual Terms with Investment Partners for Our Asset Management Business As for the investment partners we collaborate within our asset management business through FOF investments, our Gopher/Olive Fund invest in the funds set up and managed by the investment partners. Our investment partner set up fund vehicles to raise capital, which subsequently invest into asset portfolios. In connection with such investment, Gopher/Olive Fund enters into a limited partnership agreement as a limited partner of the fund and the investment partner as the general partner of the fund. In accordance with the limited partnership agreements, our investment partner actively manages the investment on behalf of Gopher/Olive Fund and other limited partners. Gopher/Olive Fund is obligated to provide capital to the fund in due course. The limited partnership agreements set forth the duration and redemption terms of the fund. In case of co-investment with our investment partners, Gopher /Olive Fund and the fund managed by our investment partners both invest in the investment portfolio directly. For such investments, we generally enter into a set of agreements in connection with such investments including share purchase agreement and shareholders’ agreements to protect the interest of our clients and us. Product Development and Selection We have a rigorous product development and selection process is key to our business. In light of the tightened regulatory environment in mainland China in recent years, we have been further enhancing our comprehensive risk management system. Product Development and Selection Philosophy Our product development team focuses on meeting the evolving demands of clients by balancing the investment return, investment risk, and liquidity of the products we offer. For our wealth management business, our team is primarily responsible for selection of wealth management products to be distributed by our wealth management segment, whereby for our asset management business, our team strives to develop and structure the investment products offered by Gopher and Olive. Our product selection efforts are guided by our comprehensive research, which provides a top-down review on our overall tactical asset allocation strategy at least quarterly, based on which our product team develops strategies in each asset class. We strive to provide a variety of investment products to our clients. Based on our research, we strategically select products that capture current investment opportunities, as well as products of stable long-term performance. We believe such product mix allows our investors to customize their investment portfolio based on their risk appetite and return expectations. As for our asset management business, Gopher and Olive’s investment philosophy focuses on identifying and capturing opportunities from emerging trends in the market, evaluating a wide range of assets and investment opportunities from numerous investment partners, and constructing investment portfolios through vigorous due diligence process. Moreover, we seek to minimize volatility of the performance of our investments by investing in a wide range of asset classes and investment structures, which enhances the sustainability of our revenue streams under various economic circumstances. 64 Table of Contents Product Development and Selection Process Each product offered to our clients, including the investment products we distribute and asset management products we offer, must go through a strictly implemented product screening procedure as indicated in the diagram below: ​ ​ Our product development and selection process involves three key stages: project screening, project evaluation and risk control. In-house experts and professionals, including high-level management team members from our legal department, risk management department, compliance department and product department will gather periodically to carefully screen and evaluate each product we offer and distribute. ● In the project screening stage, our professionals select the potential product or the proposed investment portfolio from a broad range of investment products and review our internal due diligence findings to determine whether the product may be suitable for investment and/or distribution to our clients. A prospective product or investment needs to be approved by at least a majority of the members participating in the project screening meeting before the product or investment moves onto the next stage. ● For investment products, we have adopted an effective screening mechanism that analyzes and evaluates the proposed investment product or portfolio both qualitatively and quantitatively. To facilitate the screening of the fund products, we maintain a whitelist of fund product providers that we update on real-time basis. Our wealth management arm conducts independent assessment of investment products developed by Gopher and Olive. ● For each proposed investment under our asset management business, in particular private equity direct or co-investments, we designate a dedicated project team to conduct preliminary due diligence on the potential investment target. After conducting the preliminary review, the project team submits an investment analysis and due diligence memorandum on the investment targets, focusing on investment overview and recommendation, market opportunities, investment strategies, investment return analysis, eligible investors, key risks and risk control solutions, among other considerations. If necessary, we will also engage qualified third-party services providers such as independent auditors and law firms to conduct independent research and analysis on our proposed investment portfolio. ● In the project evaluation stage, our professionals analyze the legal structure, financial statistics and other aspects of the product and evaluate the potential returns to our clients and the risks of the investment. ● In the risk control stage, our core management team meets to fully evaluate the risk of the product and determine whether appropriate risk management is in place for the investment in the portfolio and/or distribution of the product. After approved by the risk control meeting, the product will be reviewed by our in-house risk analysts before it is officially launched. 65 Table of Contents We have also established a complete risk management system for our daily operations. On the product provider side, we have policies and procedures regarding, among other things, periodically reviewed product ratings, anti-bribery control, as well as post investment portfolio monitor and alert system. See “—Risk Management and Internal Control.” In particular, we rigorously monitor the performance of our asset management products offered by Gopher and Olive on a real-time basis. We have established a systematic post-investment monitoring mechanism to track the performance of funds we manage and to establish a long-term relationship with the fund managers whose funds we invested in. We have built a proprietary system, the GIMSP, which tracks the profiles and performance of all invested funds and underlying projects and consolidates such information in our internal database. This enables us to understand investment trends and develop the corresponding strategies in an innovative way. See “—Our Technologies.” Product Distribution We have established a dedicated client services team for our wealth management business and asset management business. Through the licensed distribution channels of our wealth management business, we offer various investment products such as public securities investments and private secondary products on behalf of third-party product partners as well as Gopher and Olive. In addition, Gopher and Olive’s direct sales team raises capital for the private equity products directly. Our clients enjoy the flexibility to either choose the products provided by third-party product partners or select the products offered by Gopher/Olive based on their specific investment needs. We strive to provide unbiased product recommendations as well as trustworthy advice to our clients and facilitate the most suitable products available tailored to their individual investment preferences and risk appetites, regardless of whether the recommended products are provided by third-party product partners or by Gopher/Olive under wealth management business or asset management business. Our sales and marketing efforts are designed to attract and retain clients and build brand awareness and reputation. We focus on maintaining long-term relationships with our clients through regular, personalized interaction to build trust with our clients, as well as enhancing and sustaining their loyalty. We also believe that the various other value-added services we offer to our clients, such as investor education services and trust planning, further enhance the loyalty of our clients. Wealth Management Noah Upright, our primary domestic distribution channel, is among the first batch of independent financial service companies in mainland China which has obtained the fund distribution license from the CSRC. Noah Upright distributes mutual funds and private secondary products. In 2025, this segment concentrated on developing an “online-first, offline-supported” business model, with the goal of facilitating global asset allocation through RMB-denominated products. Furthermore, we have established offices in Hong Kong (China), Los Angeles, Silicon Valley, New York, and Singapore to offer our clients global investment opportunities using our overseas brand “Ark.” We distribute investment products on behalf of third-party product partners as well as Gopher and Olive, primarily through our network of relationship managers, and we use an array of marketing channels to attract potential clients. Furthermore, we also enjoy continued organic growth in clients from word-of-mouth referrals. Our dedicated relationship managers strive to provide tailored investment services to our clients based on a deep understanding of each client’s financial position and objectives, utilizing our specialty in asset allocation and manager selection and the wide range of multi-asset class investments that we offer. Our relationship managers in mainland China and overseas are focusing on providing licensed services in their respective jurisdictions. As of December 31, 2025, we had 140 overseas relationship managers. 66 Table of Contents Asset Management Gopher has built its direct sales team to raise capital for Gopher Funds it establishes that invest in domestic private equity investments, while Olive has built its team to raise capital for funds it establishes that invest in overseas private equity investments. When a client of the wealth management business shows interest in asset management products Gopher or Olive offers, a relationship manager of Gopher or Olive, typically a PE solution representative, will introduce the product to the client and handle the investment process. Gopher or Olive’s direct sales team also targets institutional investors and family offices. The following table sets forth a selection of licenses that are material to our business operations held by us as of December 31, 2025. Location ​ ​ ​ Licenses Expiration Date Mainland China ​ Certificate for privately-raised investment fund manager ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Fund distribution license ​ N/A ​ ​ ​ ​ ​ ​ ​ Hong Kong ​ Type 1 (Dealing in securities) ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Type 4 (Advising on securities) ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Type 9 (Asset management) ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Insurance brokerage license ​ Glory Insurance (Hong Kong) Limited - July 14, 2027Minz Insurance Brokers Limited – April 28, 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ TCSP (trust or company service provider) license ​ ARK Corporate Services (Hong Kong) Limited - November 14, 2027Ark Nominee Limited – November 20, 2027Ark Trust (Hong Kong) Limited – August 21, 2027Lightstone Trust (Hong Kong) Limited – November 4, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ Money lenders license ​ September 1, 2026 ​ ​ ​ ​ ​ ​ ​ Jersey Islands ​ Family trust license ​ N/A ​ ​ ​ ​ ​ ​ ​ United States ​ Investment advisor license ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Insurance brokerage license ​ May 31, 2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ Broker-dealer license ​ N/A ​ ​ ​ ​ ​ ​ ​ Singapore ​ Capital market service license ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Family trust license ​ N/A ​ ​ ​ ​ ​ ​ ​ ​ ​ Exempt financial advisor license ​ N/A ​ ​ ​ ​ ​ ​ ​ Canada ​ International Dealer-Exemption ​ N/A ​ ​ 67 Table of Contents Integrated Client Service Team Our relationship managers are all full-time employees who typically receive a base salary as well as performance-based quarterly and annual bonuses. We focus on recruiting, training and motivating our relationship managers, with the goal of enabling our relationship managers to deliver thoughtful advice and investment solutions tailored for each client. We provide a comprehensive training system for relationship managers in different career stages, helping them understand the asset allocation theory promoted by Noah and investment philosophy within different asset categories. Upon recruitment, our relationship managers will receive required training before interacting with clients. We also provide routine training to our relationship managers from time to time. These specialized training opportunities enhance the skills of our top relationship managers and also serve as an important motivational tool for all of our relationship managers as they compete to attend these events. We also provide training to our account representatives, solution representatives and fulfillment representatives to familiarize them with relevant regulations, industry practices, product strategies, and client services, and require them to pass internal exams before they can be assigned to the client service team. For example, fulfillment representatives are required to be proficient in various fields, including but not limited to fund operations, online account opening process for different markets, fund transactions, redemptions, distributions, portfolio management reports and investor communications. Client Service Centers We believe our high-quality client service enhances our client loyalty and brand image. We serve our clients primarily through our network of relationship managers. Our strategy is to open offices at locations with concentrated HNW population and strong regional economies. We have opened offices in tier-one and tier-two cities and key provincial capitals in mainland China. We also have offices in Hong Kong (China), Los Angeles, Silicon Valley, New York and Singapore. We also operate a call center network providing real-time assistance to our clients. Our call center representatives work with our clients to record their requests and complaints, and we have also integrated AI-based client service robots into our mobile applications. We provide regular trainings to our representatives and periodically review callers’ level of satisfaction with the service they received from us. At the end of each call, each caller is asked to grade the quality of our client service, and a designated call-back team follows up on all incidences of dissatisfaction. We have also invested in ChatBot, a software tool that enhances verbal and textual conversations with our clients and our call center representatives, for our call center to provide better services for our clients. Our Online Transaction and Service Platforms Investments in substantially all of our wealth management and asset management products can be facilitated online. We have developed a comprehensive wealth management product mobile application “WeNoah” as a one-stop and integrated client service portal. In addition to WeNoah, we also developed “Fund Smile” for investing in domestic public market securities funds. Furthermore, through our SaaS platform, “Smile Treasury,” we are able to provide mutual funds and related wealth management services to satisfy our corporate and institutional clients’ money market and liquidity management demands. In the overseas market, we leverage our “iArk” platform (previously named “iNoah”) to provide investment solutions online to our overseas clients. We have introduced localized functions of iArk in both Hong Kong and Singapore. Utilizing these online platforms, our relationship managers are able to provide real-time online assistance and personalized investment experience to a broader client base. Other Businesses In addition to our wealth management business and asset management business, we also provide other services through our subsidiaries. These services serve as value-added services that we provide to our clients to broaden and deepen client relationships. In 2023, 2024 and 2025, other businesses represented 1.1%, 1.3% and 1.6% of our net revenues, respectively. Marketing and Brand Promotion Our relationship managers target potential HNW clients and adopts effective marketing based on thorough data analytics. Our client engagement and branding initiatives primarily include the following: 68 Table of Contents Offline and Online Investor Seminars and Wealth Management Forums In order to attract new clients and develop client loyalty, we organize targeted client events on a regular basis, such as high-profile investor seminars and workshops, industry conferences and other investor education and social events, where we present our market outlook and highlight our product selections. We invite experts or authorities in the industry to share the latest market trends, newly promulgated laws and regulations, and other updates with our clients. We organize these events offline as well as online. Online Client Service Channels To improve the efficiency of our sales team and better serve our expanding client base, we connect with our client community through WeNoah, as well as online social media networks such as WeChat’s enterprise version, WeCom. WeNoah allows us to keep close relationships with our clients and provide a convenient and efficient platform for these clients to access the products and services offered by us. We maintain proprietary databases on a broad range of investment products and client online behavior, and leverage them to provide personalized services and initiate targeted marketing initiatives. Word-of-Mouth Referral Word-of-mouth is one of the most effective marketing tools for our business. Although we employ a variety of methods to promote our brand, we believe the reputation and high level of awareness of our brand in mainland China and, increasingly, abroad and references from clients is our best and most cost-efficient marketing channel. We believe once clients are satisfied with their experiences, they will continue investing in investment products we distribute, or referring their friends and colleagues to our products and services. Risk Management and Internal Control We have adopted risk management and internal control policies and procedures designed to provide reasonable assurance for achieving our business objectives, including efficient operations, reliable financial reporting and compliance with applicable laws and regulations. Highlights of our risk management and internal control system include the following: ● Board of Directors, Audit Committee and Internal Audit. Our board of directors and audit committee are responsible for our overall risk management and internal controls. We also maintain an internal control and internal audit department, which is responsible for reviewing the effectiveness of our internal controls and submitting internal audit reports to our audit committee quarterly. Our internal audit department, with the help of our business division managers, prepares and updates questionnaires for our various business departments to conduct self-assessment of internal control and risk management each year, and our internal audit department will follow up with the business personnel to timely rectify any deficiencies so identified. ● Regulatory compliance. We have adopted and implemented various internal control and risk management policies, including insider trading, whistleblowing, related party transaction, anti-corruption, anti-money laundering and sanctions related policies, as well as code of business conduct and ethics. We provide regular training to our employees on these policies. We also engage outside counsel to provide training to our legal department and other senior personnel from time to time to keep them abreast of recent regulatory developments. ● Treasury management. We have established and implemented treasury management policies and procedures in managing our investments, including: ● budget plans: we require our subsidiaries and Consolidated Affiliated Entities to prepare budget plans on a periodic basis to optimize our Group’s use of funds, according to which we could allocate proper amount of funds to be used in investment projects. ● approval process: we have adopted approval processes related to investments, including (i) preliminary review and analysis of the proposed investment project (including but not limited to, background search, due diligence and compliance analysis), and (ii) the final review and approval by our treasury management committee. ● monitoring: our treasury department and treasury management committee will continuously monitor the approved investment projects. 69 Table of Contents ● Licenses and approvals. We maintain policies to ensure that we have required licenses and approvals in place. Our compliance department reviews the licenses obtained before we adopt new business initiatives, and our internal control department conducts annual reviews to monitor the status and effectiveness of those licenses and approvals. We also regularly review and update all policies and measures related to licenses and approvals. ● Data security. We have adopted measures to protect our client data and other confidential information. We also have a dedicated information security team of IT professionals to carry out our data and system related risk management. See “—Privacy and Data Security.” ● Know-your-client. As part of our risk management and compliance practice, we operate a strict client due diligence process, including: ● At account opening: we require individuals seeking to open account with us to complete standard know-your-client and anti-money laundering procedures, including documents for proof of their identity, automatic real-person biometric recognition for our individual clients and declaring source of funds for investment. ● Before product purchase: we require our clients to complete a more comprehensive know-your-client questionnaire specifically designed for the proposed investment product in accordance with laws and regulations of the competent jurisdiction in which we distribute the product. Such questionnaires are designed to collect a wide array of personal and financial information, including the individuals’ professional background, investment experience, level of investable assets and risk tolerance. We also require our clients to provide supporting documents, such as trading statements and proof of assets. ● Regular updates: our relationship managers follow up with a registered client to complete questionnaires in order to update the client’s risk profile and investment preferences on a regular basis. ● Client suitability assessment and recordkeeping. We have adopted various measures to ensure that the client’s risk profile matches the risk profile of investment products recommended to them. We have designed a risk scoring model for our clients, which accounts for information on clients’ risk tolerance we obtained in the know-your-client process. Similarly, we also assign a risk rating score for each product we distribute, considering factors such as industry risk, concentration risk, level of leverage and risks related to the investment portfolio. Both scores are reviewed by our specialists in accordance with relevant guidelines, and may be adjusted if inconsistent with supporting documents and due diligence results. We provide investor right and risk disclosure statement to our clients, and recommend to them only investment products with matching risk scores or lower. For each newly launched product, we provide training to our relationship managers with a focus on the risk profile of such products. ● Anti-money laundering. In addition to our know-your-client measures, we have also implemented anti-money laundering policies, including (i) a real-name policy in the process of business operations, (ii) requirement of complete client information, (iii) requirement of trackable transaction records and (iv) requirement of source of fund information. We have further established an anti-money laundering information reporting system, as part of the policies and procedures aimed at preventing money laundering activities. Our employees collect, analyze, monitor and preserve client information and transaction records, and are required to report any suspicious transactions detected to our anti-money laundering committee. We deal with any suspicious activities on a timely basis to mitigate the risk of money laundering. We also actively carry out training on anti-money laundering to enhance the awareness of anti-money laundering among our employees. We continually review the implementation of our risk management and internal control policies and procedures to enhance their effectiveness and sufficiency. 70 Table of Contents Our Technologies Our technology infrastructure is integrated and readily scalable to support the growth of all of our business segments and digitalization across front-end, middle-end and back-end operations. Each aspect of our business operations is supported by its innovative technology infrastructure, and the success of our business is dependent on our strong technological capabilities that support us in delivering superior user experience, increasing operational efficiency and providing future growth opportunities. Principal components of our technology system primarily include: ● Convenient online transaction platforms. Our online platforms WeNoah, Fund Smile and iArk facilitate investments in substantially all of our wealth management and asset management products online, providing a smooth investment experience. These convenient online transaction platforms allow us to serve a broader client base and increase our transaction value, in particular in mutual fund products. We have launched our domestic and overseas mutual fund platforms Fund Smile and iArk (previously named “iNoah”) in July 2019 and June 2020, respectively. Investments of RMB21.2 billion and US$2.1 billion, respectively, were completed through Fund Smile and iArk for the year ended December 31, 2025. Furthermore, leveraging our extensive coverage of mutual funds in the industry as well as our comprehensive fund screening process, our self-developed treasury management interface, Smile Treasury, is able to fulfil our institutional clients’ diversified money market and liquidity management needs by providing them with customized plans. Through a fully automated online account opening option, Smile Treasury helps small and medium-size enterprises to optimize cash returns while maintaining liquidity of working capital. In addition, our online transaction capabilities allow us to serve our clients and facilitate transactions in a more convenient and cost-effective manner. ● 24/7 digitalized client service experience. Our client service platforms enable our relationship managers to provide 24/7 real-time client services to our clients, including providing professional investment advice, guiding our clients through the investment process and providing various post-investment services. In addition, we also organize various investor education sessions and product roadshows through our online platforms, which enhances the client stickiness. ● Automated investment management system. We developed and launched GIMSP, an automated investment management system that digitalizes almost all aspects of Gopher and Olive’s asset management business. GIMSP functions as a digitalized and structured database designed for private equity investments, which includes information on more than 9,000 potential portfolio companies. GIMSP visualizes data in a clear and systematic fashion using techniques such as knowledge mapping, allowing specialists to extract and analyze information easily amidst large volumes of documents, which is particularly helpful for private equity investments and portfolio management. Leveraging proprietary technology, GIMSP incorporates work flow engines that automate various tasks during the lifespan of investment funds, saving substantial amounts of tedious manual labor that would have otherwise been done by personnel. GIMSP is able to swiftly update its data based on information uploaded and retrieved, and shortens the lead time for commitment share mapping for targeted portfolios after capital calls, from traditional “T+N” to “T+1”, with T being the wire date, “T+1” being the date after wire date and “T+N” being a few business days after wire date. GIMSP is the first and only investment management system in the HNW wealth management services industry in mainland China to have achieved this function. ● Intelligent investment advisory tools for relationship managers. Our upgraded CRM (client relationship management) platform is an intelligent online wealth management system that significantly improves the work efficiency and productivity of our relationship managers. In particular, our Mutual Fund Work Station, one of the key modules in our CRM platform, provides our relationship managers with in-depth and up-to-date market data, including real-time trading updates of different mutual fund products, to help them update their clients from time to time. Furthermore, leveraging big data technology and its extensive database of investment products, Mutual Fund Work Station also enables our relationship managers to quantitatively analyze expected return and risk of investment products, automatically alert risk events and generate investment recommendations based on clients’ investment preferences, expected returns and risk appetite, among others. ● Digitalized KYC/KYA/KYP management. We have adopted a digitalized approach to manage our operations, especially our “know-your-client,” “know-your-agent” and “know-your products” practices. Based on our extensive industry knowledge and experience, we label our clients, relationship managers and products based on different segmentations, and utilize such segmentation to optimize our resource allocation. For instance, leveraging our digitalized KYC/KYA/KYP management, we are able to accurately match our products with a suitable client base, and therefore enhance our operating efficiency. 71 Table of Contents Research and Development Our business innovations and developments are empowered by our innovative technology infrastructure and strong research and development capabilities in creating and identifying suitable investment products. We had a dedicated research and development team of 227 employees out of the total 1,778 employees as of December 31, 2025, representing approximately 12.8% of our total workforce. Our research and development team is led by a team of visionary and experienced industry experts. It is an industry veteran team with extensive experience in software platform research and development and structuring. Core members of the team have previously worked in managerial positions at leading technology or finance companies. We devote significant resources to our research and development efforts, focusing on developing our technology infrastructure and proprietary systems, expanding our technological footprint and leading the digitalization of our business operations. Privacy and Data Security We place a strong emphasis on our clients’ privacy and data security. To achieve the objective, we have an information security team comprised of experts who specialize in different areas, including network security, data security, compliance, and risk management. Our information security team is deeply involved in the key aspects of our business operations, providing professional advisory services to other departments. We have made great efforts to improve our client privacy and data security systems and processes. We have built a secure Software Development Lifecycle to ensure the security of all the software systems we develop before launch. We have also established a security management framework and obtained ISO 27001 (information security management) and ISO 29151 (personally identifiable information protection) certifications issued by DNV. To ensure our compliance with applicable laws and regulations, we have also implemented a series of internal policies on cybersecurity and data protection. We collect clients’ personal information legally required for our business operations only, including account opening procedures, know-your-client and anti-money laundering review processes, as well as for their investments with us. For our daily operations, we collect and store personal identity information, including sensitive information such as client ID numbers, bank accounts information, proof of income and assets, in an encrypted form, to preserve the confidentiality of all clients’ information. We have formulated our own privacy policies that are embedded with our mobile applications and websites to inform our clients of the purposes and methods of processing personal information, the type of personal information to be processed and its retention period, as well as the procedures for the clients to exercise their rights under the Personal Information Protection Law. Before any personal information can be provided to any third parties or transferred abroad, we will inform our clients of the name and contact information of the receiving parties, the type of personal information involved, and the purposes and methods of providing such information, as well as how they can exercise their rights under applicable laws and regulations. If any sensitive personal information is to be processed, we will also inform the relevant individuals of the necessity of processing such information and the potential impact on their rights and interests. We use personal information of our clients only for limited purposes as authorized by the individuals or required by laws and regulations. If the use of such personal information is beyond the original scope authorized, a separate authorization is required. In addition, we will conduct Personal Information Protection Assessment according to Noah Personal Information Protection Impact Assessment Policy on our personal information processing activities that involve greater risks, such as processing sensitive personal information, providing personal information to other third parties, as well as transferring personal information abroad. From an internal policy perspective, we have set up access control mechanisms to ensure that our employees are granted access to data to the minimum extent that is necessary to fulfill their job responsibilities and on a “need-to-know” basis. Personal information of our clients will only be preserved in our server for a minimum period of time, unless otherwise required by applicable laws and regulations. We also implement multiple layers of security protections to insulate our database from unauthorized access, and use secure protocols for data transmission. Where the purpose of processing personal information has been achieved or is unable to be achieved, or the personal information is no longer necessary for achieving such purpose, we will delete relevant personal information in a timely manner. At the same time, we have specified the requirements for deleting and destroying data in our Noah Data Security Management Measures. 72 Table of Contents To reduce the risk of cyber-attacks and protect our network and computer systems, we deploy a variety of cyber security techniques, including but not limited to Network Firewall, Web Application Firewall, Anti-Virus, Host-Based Intrusion Detection System and Data Loss Prevention. We also develop and maintain a Security Operations Center, a platform to monitor and respond to all types of cyber-attacks effectively on a real-time basis. Our Security Operations Center system is designed to automatically detect suspicious activities and an alert will be instantly sent to our information security team for analysis and solutions. To keep improving our staff’s information security awareness and reduce human factors, we have organized various internal training sessions and prepared quizzes on information security. In 2025, we conducted over 8 information security-related training sessions, covering over 1,500 employees. Intellectual Property We believe that the protection of our brand, trade names, domain names, trademarks, trade secrets, patents, and other intellectual property rights is critical to our business. Such intellectual properties distinguish the products we distribute and the services we provide from those of our competitors and contribute to our competitive advantage in both wealth management and asset management industries. We rely on a combination of copyright, trade secret, trademark, competition laws and contractual arrangements to protect our intellectual property rights. We enter into confidentiality agreements and non-compete covenants with all of our employees and our third-party product partners. As of December 31, 2025, we had 746 registered trademarks (582 registered trademarks in mainland China and 164 registered trademarks in Hong Kong (China), Taiwan (China), the U.S., Europe, Singapore, Canada, India, Australia and several other countries and regions), 302 registered domain names, and four issued invention patents in mainland China. Specifically, the Trademark owned by Noah Investment has been recognized as a “Well-known Trademark” in mainland China. The trademark owned by Gopher has also been recognized as a “Well-known Trademark” in mainland China. Our intellectual property is subject to risks of theft and other unauthorized use, and our ability to protect our intellectual property from unauthorized use is limited. In addition, we may be subject to claims that we have infringed the intellectual property rights of others. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We may not be able to prevent unauthorized use of our intellectual property, which could reduce demands for our products and services, adversely affect our revenues and harm our competitive position” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We may face intellectual property infringement claims against us, which could be time-consuming and costly to defend and may result in the loss of significant rights by us.” Competition The independent HNW wealth management services industry in mainland China is concentrated. We primarily compete with other independent HNW wealth management service providers in mainland China, which are providers primarily engaged in providing diversified investment products and comprehensive services to HNW clients and are not associated with any financial institutions. We believe that our sophisticated and loyal client base, ecosystem with product and investment partners, unique investment opportunities we provide, domestic and overseas capabilities and leading technology infrastructure provide us a competitive advantage. We also compete with private banking arms of financial institutions, typically the private banking departments of commercial banks in mainland China. Insurance We participate in government sponsored social security plans including endowment insurance, unemployment insurance, maternity insurance, employment injury insurance, medical insurance and housing provident funds. We also maintain a director and officer liability insurance policy for our board directors, executives and employees. In Hong Kong, we maintain investment structure insurance as required by the SFC. We do not maintain business interruption insurance or key-man life insurance. We consider our insurance coverage to be adequate for our existing operations and in line with that of other wealth management companies of similar size in mainland China. 73 Table of Contents Occupational Health and Safety Our operations are subject to regulation and periodic monitoring by local work safety authorities. If we fail to comply with present or future laws and regulations, we would be subject to fines, suspension of business or cessation of operations. As such, we emphasize occupational health and safety and have established work safety policies and procedures to ensure that our operations are in compliance with applicable safety laws and regulations. During the three years ended December 31, 2023, 2024 and 2025 and up to the date of this annual report, none of our employees had been involved in any major workplace accident in the course of their employment, and we had not been subject to any material disciplinary actions with respect to labor protection issues. Environment, Social and Corporate Governance We pay close attention to environmental, social and corporate governance, or ESG, matters and take actions in our day-to-day operations and investment services. We also voluntarily release a Corporate Social Responsibility, or CSR, Report on an annual basis, which are well recognized both domestically and internationally. In 2025, we were awarded Asian Private Banker, an ‘A’ rating in the Wind ESG rating (top 10% in the industry), the Sustainable Impact Project Award at the United Nations 80th Anniversary Forum. We actively work to promote our growth and operations in a sustainable and responsible manner and aim to become a company built on sustainable development and responsible strategies, aligned with our core corporate values—client-centricity, integrity, professionalism, embracing changes, self-improvement, and passion. We updated our corporate mission in 2018 as “enriching life with wealth and wisdom” and envision ourselves to become a trustworthy partner by developing a deep understanding of clients through the pursuit of professionalism and excellence. We have been continuously investing in training and education programs for employees and clients. We believe that our operations do not produce material industrial waste and have a relatively limited impact on the environment compared to companies that directly engage in production. During the three years ended December 31, 2023, 2024 and 2025 and up to the date of this annual report, we were not subject to any administrative penalty for violating the applicable PRC or other environmental laws and regulations that are material to our group. Our 2025 Noah Holdings Limited Sustainability Report will be released in April 2026, prepared in accordance with the Appendix C2 “Environmental, Social, and Governance Reporting Code” of the Hong Kong Listing Rules. The report will also draw reference from the Global Reporting Initiative Standards issued by the Global Sustainability Standards Board, the International Financial Reporting Standards S2-Climate-related disclosures issued by the International Sustainability Standards Board, and the United Nations Sustainable Development Goals. The report will highlight our efforts in ESG matters during the period, including corporate governance, employee compensation, anti-bribery and anti-corruption, sustainable management, human capital management, client-oriented innovation and investor education, digitalization, charity as well as other ESG matters. We hope our efforts will help create a healthy ecosystem in our business operations and promote sustainable development in the industry. In March 2021, Ms. Jingbo Wang, our founder and chairwoman, signed the Statement of Support for Women’s Empowerment Principles at UN Women. As of December 31, 2025, female employees accounted for 60.2% of our total employees and 35.0% of our senior management team. The average training hours of our employees are approximately 89.3 hours in 2025. We endeavor to include ESG-related topics into the decision-making process of risk management, product and service development and provision, as well as marketing activities. In October 2021, we were recognized by the international certification agency SGS and obtained ISO 14064-1:2018 (qualification and reporting of greenhouse gas emission and removal, becoming the first company in mainland China to meet the standard. The office premises we purchased in Hongqiao Transportation Hub consists of four office buildings, one of which was certified as LEED platinum level with the other three as LEED gold level by LEED certification, a globally recognized symbol of sustainability achievement and leadership. Since 2021, Noah’s domestic and overseas mutual fund platform, “Fund Smile” and iArk (previously named “iNoah”) have both launched special ESG zone, with a professional team that regularly updates long-term tracking to screen high-quality ESG funds for customers and create more social value while protecting their assets. As of December 31, 2025, the Fund Smile in ESG Zone had launched a total of 11 publicly offered fund products, with a cumulative fundraising amount exceeding RMB170 million. 74 Table of Contents In 2022, Rayliant and our company jointly established an ESG committee and set up ESG fundamental quantitative products, aiming to bring long-term relatively stable returns to investors through ESG strategies. As of December 31, 2025, we, our employees and clients had donated more than 416,000 saxaul trees that have been planted in Tengger Desert in China, covering more than 9,300 acres of land and helping to stabilize 4.3 square kilometers of sand. Noah also supports the “Noah Ark-Biodiversity Conservation” program in the South West China to help protect animals such as green peafowls and Asian elephants. In February 2022, the program entered into an agreement for renting 235.6 acres of forest in Yuxi, Yunnan province, which will be used in protecting Green Peafowl and the ecological restoration of their habitat for next 20 years. From 2015 to 2025, we organized 220 series of Noah Care courses in more than 40 cities in China, covering topics of happiness, well-being, and psychological health, which have been attended by or benefited more than 23,000 people. A social program we launched has helped thousands of beneficiaries including children in underdeveloped villages in China to receive education and community non-resident children to receive healthcare, as well as providing training sessions for children with infantile autism. In 2024, Shanghai Noah Charity Foundation organized projects covering autism care, rural revitalization, community engagement, ecological conservation, and education donations, with total donations reaching RMB 9.3 million, a year-on-year increase of 48.7%, benefiting 10,000 people. In 2025, the projects of Shanghai Noah Charity Foundation covered multiple areas including autism care, rural revitalization, community engagement, ecological protection, and educational donations. The foundation donated over 3 million RMB throughout the year, benefiting more than 1,000 people. Our ESG efforts are recognized by various organizations, demonstrated by the awards we received, including Outstanding Contributors to ESG Investment Services from The 6th Global CSR Summit, the 2022 CWGM Awards and Transcendence Awards issued by Cailian Press, the 2023 ESG Pioneers Award from Cailian Press, the 2023 Model Enterprise for CSR and ESG Responsibility from China Business Journal, an ‘A’ rating in the Wind ESG rating (top 10% in the industry) in 2025, and the Sustainable Impact Project Award at the United Nations 80th Anniversary Forum. We launched a dedicated Noah ESG website in 2020 to promote ESG awareness and efforts in the industry. More information and the CSR reports are available at esg.noahgroup.com. Regulations in China Regulation on Foreign Investment Investment activities in mainland China by foreign investors were principally governed by the Catalogue of Industries for Encouraging Foreign Investment, or the Encouraging Catalogue, and the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List, which were promulgated and is amended from time to time by the Ministry of Commerce and the National Development and Reform Commission. The Encouraging Catalogue and the Negative List laid out the basic framework for foreign investment in mainland China, classifying businesses into three categories with regard to foreign investment: “encouraged,” “restricted” and “prohibited”. Industries not listed in the Encouraging Catalogue or the Negative List are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other laws of mainland China. Under the Negative List, certain ownership requirements, requirements for senior executives and other special management measures shall apply to foreign investors with regard to the access of foreign investments in certain restricted categories, and foreign investors shall not engage in any business that falls into the prohibited categories. On December 15, 2025, the Ministry of Commerce and the National Development and Reform Commission released the Catalogue of Industries for Encouraging Foreign Investment (2025 Version), which became effective on February 1, 2026, to replace the previous encouraging catalogue. On September 6, 2024, the Ministry of Commerce and the National Development and Reform Commission released the Special Management Measures (Negative List) for the Access of Foreign Investment (2024 Version), known as the 2024 Negative List, which became effective on November 1, 2024, to further reduce restrictions on the foreign investment and replace the previous negative list. Under the 2024 Negative List, foreign investment in companies providing value-added telecommunications services, excluding e-commerce, domestic multi-party communications, data collection and transmission services and call centers, should not exceed 50% of the total equity interests. 75 Table of Contents On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law of the PRC, or the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the Wholly Foreign-Owned Enterprise Law of the PRC, the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC, the Law of the PRC on Chinese-Foreign Contractual Joint Ventures and their respective implementation rules and ancillary regulations. The Foreign Investment Law, by means of legislation, establishes the basic framework for the access, promotion, protection and administration of foreign investment in view of investment protection and fair competition. According to the Foreign Investment Law, a foreign invested entity shall be treated no different than a domestic company, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that foreign invested entities operating in the “restricted” industries will be required to conform to relevant investment conditions before they can operate in such industries and foreign invested entities shall not invest in any “prohibited” industry. The Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in mainland China, including, among others, that foreign investors’ funds can be freely transferred out and into the territory of mainland China, which run through the entire life cycle from the entry to the exit of foreign investment, and that a comprehensive system to guarantee fair competition among foreign-invested enterprises and domestic enterprises is to be established. If these protective rules and principles are so implemented via specific rules and regulations, it could mean that the restrictions on the injection of our company’s funds into our mainland China subsidiary and the distribution of the mainland China subsidiary’s profits and dividends to our company may further loosen. In addition, foreign investors and foreign-invested enterprises are subject to legal liabilities for failing to report their investment information in accordance with the requirements of the information reporting system to be further established. Furthermore, the five-year grace period stipulated in the Foreign Investment Law has expired on December 31, 2024, after which all foreign invested enterprises shall adhere to the corporate governance structure as stipulated in the current PRC Company Law. On December 26, 2019, the State Council promulgated the Implementation Rules to the Foreign Investment Law of the PRC, which became effective on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. On December 30, 2019, the Ministry of Commerce and the State Administration for Market Regulation jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in mainland China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department. On December 19, 2020, the Ministry of Commerce and the National Development and Reform Commission, jointly promulgated the Measures for the Security Review of Foreign Investments, or the Security Review Measures, which took effect on January 18, 2021. Pursuant to the Security Review Measures, for foreign investments which affect or may affect national security, security review shall be conducted in accordance with the provisions of the Security Review Measures. The State establishes a working mechanism for the security review of foreign investments, the “Working Mechanism”, and be responsible for organizing, coordinating and guiding the security review of foreign investments. For foreign investments related to important financial services, important information technology and internet products and services, etc., the foreign investors who obtains the actual controlling stake in the investee enterprise or relevant parties in the mainland China shall proactively declare to the office of the Working Mechanism prior to implementation of the investments. Regulations on Private Funds On August 21, 2014, the CSRC promulgated Interim Measures for the Supervision and Administration of Private Investment Funds, or the Interim Measures, which became effective on the same date. According to the Interim Measures, private funds refer to the investment funds established by way of raising capitals from qualified investors in a non-public manner within the territory of mainland China. The qualified investors shall be (i) institutional investors with net assets of not less than RMB10 million, (ii) individual investors with financial assets of not less than RMB3 million or the average annual income of not less than RMB500,000 for the past three years, and (iii) other types of investors that have been prescribed in the Interim Measures. The Interim Measures mainly cover the following five aspects: specifying the registration of fund manager and record-filing of private funds of all types, setting up a qualified investor system, specifying the fund raising regulations of private funds, presenting the investment operations and introducing industry self-regulation and supervision and administration measures for private funds. Apart from the Interim Measures, other laws or regulations applying to private funds shall still apply, including the Company Law of the PRC, which applies to fund managers or private funds taking the form of limited liability company or company limited by shares and the Partnership Law of the PRC, which applies to fund managers or private funds taking the form of limited liability partnership or general partnership. Unlike general partnerships, limited partnerships allow investors to join as partners with their liability for the partnership’s debts limited by the amount of their capital commitment. A limited partnership must consist of no more than 49 limited partners and at least one general partner, who will be responsible for the operation of the partnership and bear unlimited liability for the partnership’s debts. 76 Table of Contents Since late 2015, the AMAC promulgated a series of detailed measures and guidance to enhance the supervision in the private fund industry, including the Administration of Information Disclosure of Private Investment Funds, the Notice to Further Regulate Several Issues on the Registration of Private Funds Managers, Rules on the Management of Private Asset Management Plan Filing by Securities and Futures Institutions No. 1 to 4. These regulations have the effect of (i) expanding the self - discipline rules regarding the private fund industry, (ii) intensifying the registration of private fund manager and record - filing of private funds, (iii) establishing the qualification censorship of fund manager by attorney and (iv) strengthening the practice qualifications of management. On November 9, 2017, the State Council promulgated the Notice of Implementation Measures to Transfer a Portion of State - owned Capital to Social Security Fund, or the State - owned Capital Transfer Notice, which amended the previous mechanism of state - owned capital transfer. In the past, if the portion of state - owned capital of an entity is more than 50% or otherwise considered as significant by competent authorities (State - owned Assets Supervision and Administration Committee, Ministry of Finance or CSRC in different occasions), the entity shall voluntarily transfer a portion of shares to the Social Security Fund in its initial public offering. In practice, before the State - owned Capital Transfer Notice, the limited partners with state - owned capital had the liberty to determine the portion and status of state - owned capital in its own shareholding/equity structure, which will eventually impact the state - owned capital percentage of the private fund the limited partner invested in. In addition, before the State - owned Capital Transfer Notice, when a private fund, or its invested enterprise, is considered to be in fact controlled by state - owned capital, the invested enterprise will likely have to transfer the relevant shares in its first public offering. Pursuant to the State - owned Capital Transfer Notice, only the prescribed type of entities shall transfer the shares to Social Security Fund and unless otherwise clarified by the State Council, a private fund is not a prescribed type entity. On April 27, 2018, the People’s Bank of China, China Banking and Insurance Regulatory Commission, CSRC and State Administration of Foreign Exchange, or the SAFE, jointly released the Guidance Opinions on Regulating the Asset Management Business of Financial Institutions, or the Guidance Opinions, which provides that specific laws and regulations relating to private investment funds will be applied to private investment funds. However, if there are no such laws and regulations addressing particular topics, then the Guidance Opinions applies. On July 20, 2018, People’s Bank of China issued the Circular on Further Clarifying Matters concerning the Guidance Opinions on Regulating the Asset Management Business of Financial Institutions. On October 22, 2018, CSRC issued the Administrative Measures on Private Asset Management Business of Securities and Futures Institutions and the Administrative Measures on the Operation of Private Asset Management Business of Securities and Futures Institutions, both of which have been amended on January 12, 2023. The China Banking and Insurance Regulatory Commission has also issued specific implementation rules in the industries subject to its regulation. On October 19, 2019, the National Development and Reform Commission, People’s Bank of China, Ministry of Finance, China Banking and Insurance Regulatory Commission, CSRC and SAFE jointly released the Notice on Further Clarifying the Matters Concerning Regulating Asset Management Products for Financial Institutions to Invest in Venture Capital Funds and Government-funded Industry Investment Funds, specifying how Guidance Opinions applies to venture capital funds and government-funded industry investment funds. On September 28, 2023, the AMAC issued the Instructions for the Filing of Private Investment Funds No.1 to 3 to replace the Instructions for the Filing of Privately-Raised Investment Funds (2019 Version) issued on December 23, 2019, which reflects certain provisions set forth in the Guidance Opinions. On October 24, 2025, the Instructions for the Filing of Private Investment Funds No.3 has been further revised to respond to investors’ demands and to expand the scope of application for changes in managers. On February 17, 2023, the CSRC issued the Measures for the Administration of Registration of Securities Offering by Listed Companies, which was amended on March 27, 2025. The Measures replaced former rules and regulated the lock-up period for the newly subscribed shares, the maximum price and amount of shares for private placement. On December 30, 2020, the CSRC promulgated the Several Provisions on Strengthening the Regulation of Private Investment Funds, or the Private Investment Funds Regulation Provisions, putting forward a series of prohibitive requirements for private fund managers and their practitioners. The Private Investment Funds Regulation Provisions mainly covers the following six aspects: (i) regulating the name and business scope of private fund managers; (ii) optimizing the regulation of group private fund managers; (iii) restating that private funds shall be offered to qualified investors in a non-public manner; (iv) clarifying the property investment requirements for private equity funds; (v) strengthening the normative requirements for private equity fund managers, practitioners and other subjects, and standardizing related-party transactions; (vi) clarifying legal liability and grace period arrangements. 77 Table of Contents According to the Interim Measures, the establishment of management institutions of private funds and the formation of private funds are not subject to administrative examination or approvals. All types of fund managers are allowed to set up private funds to a cumulative number of investors not exceeding the number specified by laws. Managers of private funds of all types are, however, required to register with the AMAC and apply with the AMAC for record filing after the fund raising of a private fund of any type is completed. Accordingly, on February 24, 2023, the AMAC issued the New Registration and Filing Measures and the Instructions for the Filing of Private Investment Fund Managers No.1 to 3, which took effect on May 1, 2023 and replaced the Measures for the Registration of Private Investment Fund Managers and Filling of Private Investment Funds (for Trial Implementation), the Notice for Private Fund Manager Registration and Answers to questions related to the registration and filing of private equity funds (IV), (XIII) and (XIIII) (collectively, the Replaced Measures). The New Registration and Filing Measures set forth the procedures and requirements for the registration of private fund managers and record filing of private funds to perform self-regulatory administration of private funds, further standardized and clarified the relevant issues and requirements relating to registration and filing of private fund managers and private funds, and the submission of private fund operation information. Besides, it also further improved the standards for the requirement in regards to the registration and filing of private fund managers and private funds, as well as the operation requirements of private fund managers. Compared with the Replaced Measures, the New Registration and Filing Measures required that private fund managers must meet the paid-in monetary capital of not less than 10 million yuan and have not less than 5 full-time employees when registering. On July 3, 2023, the State Council promulgated the Regulations on the Supervision and Administration of Private Investment Funds, or the Private Funds Regulations, which became effective on September 1, 2023. The Private Funds Regulations aims to promote the standardized operation of private funds from the following six aspects: (i) strengthening the supervision of private fund managers, clarifying their legal duties and prohibited behaviors, private fund managers need to apply for registration with AMAC, and ensure that they meet the continuous operation requirements and have the corresponding ability to engage in private fund management; senior executives shall also meet the professional requirements and receive compliance and professional ability training in accordance with relevant regulations; (ii) standardizing the requirements for fundraising and filing, firmly adhering to the bottom line of non-public and qualified investors in fundraising business activities, implementing see-through way of supervision, and strengthening the investor suitability management; (iii) clarifying the scope of private fund investment and negative list, making institutional arrangements for professional management and related transaction management to safeguard the legitimate rights and interests of investors; (iv) clarifying the market-based exit mechanism; (v) enriching the means of supervision during and after the incident, and increase punishment for violations of laws and regulations. The Private Funds Regulations makes clear that the CSRC can take measures including on-site inspection, investigation and collection of evidence, account inquiry, access, copy and seal the information involved. If a private fund manager is found to violate relevant laws and regulations, measures such as ordering business suspension, replacing personnel, compulsory audit and takeover can be taken by the CSRC. On April 30, 2024, the AMAC issued the Guidelines for the Operation of Private Securities Investment Funds, or the Operation Guidelines, which comprehensively regulate the fundraising, investment, operation and other aspects of private securities investment funds. The Operation Guidelines clearly stipulate that the aggregate investment exposure of one private securities investment fund to a single underlying asset shall not exceed 25% of the fund’s net asset value, and the funds of a single private securities investment fund invested in the same asset shall not exceed 25% of the net assets of the fund, and the cumulative exposure across all private securities investment funds managed by the same manager to a single underlying asset shall not exceed 25% of the total market value of such asset. Additionally, except as otherwise provided by the CSRC or the AMAC, the combined shares of a single listed company held by the self-owned funds of private securities investment fund managers under the same actual controller, all private securities investment funds under their management, and all asset management products for which they act as investment advisors shall not, in aggregate, exceed 30% of the listed company’s tradable shares. On May 16, 2025, the CSRC released the Measures for the Administration of the Material Asset Restructurings of Listed Companies (2025 Amendment), which took effect on the same day. The Measures encourage buyout funds, equity investment funds, venture capital investment funds, industrial investment funds, and other private equity funds established in accordance with the law to participate in the mergers, acquisitions, and restructurings of listed companies. On February 24, 2026, the CSRC issued the Measures for the Supervision and Administration of Information Disclosure by Private Investment Funds, which will come into effect on September 1, 2026. The Measures establish and improve the information disclosure system for private investment funds. In terms of specific system design, the Measures clarify the basic requirements for information disclosure, emphasizing that managers must strictly disclose information in accordance with the content, channels, methods, and frequency stipulated in the fund contract. It regulates the boundaries of voluntary disclosure, clarifies the relevant review duties of custodians, and delineates prohibited red lines. It also systematically constructs a framework for periodic reports, interim reports, and liquidation reports, and strengthens information disclosure affairs management, requiring managers and custodians to establish and improve internal systems. In addition, it enhances the supervision, management, and legal liability mechanisms, clarifying the regulatory powers and measures of the CSRC and its dispatched institutions. 78 Table of Contents Regulations on Fund Distribution On August 28, 2020, the CSRC issued the Supervision Measures on Distribution Institutions of Publicly-Raised Securities Investment Fund, or the Supervision Measures, which came into effect on October 1, 2020 and replaced the previous regulations issued in 2013. According to the Supervision Measures, fund distribution refers to the activities of opening fund trading accounts for investors, promoting and marketing funds, handling the issuance, subscription, and redemption of fund shares and providing access to query information on fund trading accounts, etc. The Supervision Measures set out various requirements on fund distribution institutions distributing publicly-raised securities investment funds as well as privately-raised securities investment funds, including registration, operational standards, internal control and risk management. Fund distribution institutions, including commercial banks, securities companies, futures companies, insurance institutions, securities investment consulting institutions and independent institutions, shall register with the CSRC or its local branches and obtain the relevant fund distribution license in order to carry out fund distribution services. The Supervision Measures provide that independent fund distribution institutions shall specialize in the distribution of publicly-raised securities investment funds and privately-raised securities investment funds, and no other business shall be engaged, except as otherwise prescribed by the CSRC. In addition, pursuant to the Provisions on the Implementation of the Supervision Measures on Distribution Institutions of Publicly-Raised Securities Investment Fund issued by the CSRC on August 28, 2020 and effective from October 1, 2020, an independent fund distribution institution engaging in the distribution of products other than publicly-raised securities investment funds and privately-raised securities investment funds shall only provide services for existing shares held by relevant stock product investors. The AMAC issued the Measures for the Administration of the Fund Raising Conducts of the Private Investment Funds, or the Fund Raising Measures, on April 15, 2016 and the Implementation Guidance of the Management of Investor Suitability for Fund Raising Institutions (Trial), or the Investor Suitability Management Guidance, on June 28, 2017 in consistence with the Administrative Measures of the Securities and Futures Investor Suitability issued by the CSRC on December 12, 2016 and took effect on July 1, 2017 (last amended on August 12, 2022), which both made significant changes to the fund raising procedures and fund distribution institutions. According to the Fund Raising Measures, only two kinds of institutions are qualified to conduct the fund raising of private investment funds: (a) private fund managers which have registered with the AMAC (only applicable when raising fund for the funds established and managed by themselves); and (b) the fund distributors which have obtained the fund distribution license and also become members of the AMAC. In addition, the Fund Raising Measures set forth detailed procedures for conducting fund raising business and introduced new processes such as the “cooling-off period” and the “re-visit.” The Investor Suitability Management Guidance categorized fund investors into two types: common investors and sophisticated investors. Sophisticated investors include (i) financial institutions approved by relevant financial bureaus and the products they distribute, (ii) entities with net asset of no less than RMB20 million as of the end of the previous year and financial asset of no less than RMB10 million as of the end of the previous year, and with at least two years of relevant investment experience, and (iii) individuals with financial asset of no less than RMB5 million or average annual income of no less than RMB500,000 for the past three years, and with at least two years of relevant investment experience or work experience or relevant qualification,etc. The investors other than the sophisticated investors are common investors (including investors with the lowest risk tolerance), who are further divided into 5 categories according to their risk tolerance level. The Investor Suitability Management Guidance listed the requirements and steps for identifying the risk tolerance and category of each investor, which shall be the first step to take in a fund-raising process when determining the product with corresponding risk level that such investor can subscribe to. On November 8, 2019, the Supreme People’s Court of the PRC issued the Notice by the Supreme People’s Court of Issuing the Minutes of the National Courts’ Civil and Commercial Trial Work Conference, or the Conference Minutes, which identifies the liability of sellers of financial products in respect of the trial of cases relating to disputes over protection of the rights and interests of financial consumers. According to the Conference Minutes, where an issuer or seller of a financial product fails to perform its suitability obligations, causing damages to any financial consumer in the course of purchasing the financial product, the financial consumer is entitled to compensations from either the issuer or the seller of the financial product, or, in accordance with Article 167 of the General Provisions of the Civil Law (the predecessor of the General Provisions of Civil Code of the PRC), from both the issuer and the seller. Further, the Conference Minutes also clearly states that if a financial service provider fails to follow the suitability principle, that is, to sell suitable products to suitable customers, causing damages to any financial consumer participating in high-risk investment activities after providing its financial services, the financial consumer may request the financial service provider to assume its liability for compensations. 79 Table of Contents Regulations on Microloan Business The Guidance on the Pilot Establishment of Microloan Companies, jointly promulgated by the China Banking Regulatory Commission, or the CBRC, and the People’s Bank of China on May 4, 2008, allows provincial governments to approve the establishment of microloan companies on a trial basis. This guidance set the basic principles and requirements to set up microloan company, which requires that the registered capital shall be fully paid in and that the capital from one individual, entity or other association (including the capital from affiliates) shall not exceed 10% of the total registered capital. On October 10, 2008, the People’s Government of Anhui Province promulgated the Pilot Administrative Measures (for Trial implementation) on Microloan Company in Anhui, and on May 18, 2009, the Anhui Government promulgated the Interim Regulations on the Supervision and Administration of Microloan Business of Anhui Province. According to such measures and regulations, a microloan company is not allowed to accept public deposits. The major sources of funds of a microloan company shall be the capital paid in by shareholders, donated capital and the capital borrowed from a maximum of two banking financial institutions. The balance of the capital borrowed from banking financial institutions shall not exceed 50% of the net capital. When applying for the establishment of a microloan company, the shareholding percentage of the founding shareholder shall not exceed 20% in principle, and the capital contribution from one individual, entity or other association (including the capital from affiliates) to a company in this business may not exceed 10% of the company’s total registered capital. In addition, the total amount of loans of the same borrower shall not exceed 5% of the registered capital of the microloan company. The Notice on Regulation and Renovation of the Cash Loan Business promulgated on December 1, 2017 and the Implementation Plan for Renovation of the Risk of Online Microloan Business for Microloan Company issued on December 8, 2017 (collectively, the “Microloan Renovation Plan”) set forth the requirements for cash loan or online loan making. The previous practice such as loan without prescribed usage, extensive borrowing from third parties or public deposits to carry out lending business, transfer or sell of the credit assets through online platform or local exchange is expressly prohibited. In addition, the Notice on Regulation and Renovation of the Cash Loan Business prescribed that engaging credit asset transfer or ABS business through Internet finance is prohibited. Further, it provides that the capital from credit asset transfer or ABS business shall be counted together with capital from other financing methods of microloan company, and the total amount of capital shall not exceed the prescribed percentage of a microloan company’s net asset in the Microloan Renovation Plan. On July 23, 2019, the Opinions on Illegal Lending, jointly promulgated by the Supreme People’s Court, the Supreme People’s Procuratorate, the Ministry of Public Security, and the Ministry of Justice and became effective on October 21, 2019, provides rules on the supervision of and punishment for illegal lending, including (i) regularly granting loans to the public for profits in violation of the provisions issued by the state, without the approval of the regulatory authorities, or beyond the scope of business, (ii) granting illegal loans as stipulated in (i) under circumstances where the annual interest rate of the loan exceeds 36%; and (iii) debt-collection by means of violence. On December 31, 2024, the National Financial Regulatory Administration (NFRA) issued the Interim Measures for the Supervision and Administration of Microloan Companies, or the Microloan Companies Measures, which replaces the former regulation issued in 2020. The Microloan Companies Measures integrates online microloan companies into a centralized regulatory framework, and establishes central-local regulatory coordination where NFRA sets overarching rules while local financial authorities oversee market entry and daily supervision. Additionally, it prohibits cross-provincial operations, establishes a negative list (e.g., bans on public deposit-taking and license leasing), standardizes interest practices (e.g., mandatory disclosure of annualized rates, prohibition of upfront fee deductions or “kantouxī”), and enhances corporate governance of microloan companies with mandatory risk reserve funds, asset classification systems, and technological infrastructure upgrades to mitigate tech-related risks. Moreover, the Microloan Companies Measures introduces dedicated rules prohibiting predatory lending inducements and abusive debt collection practices for consumer protection, and sets up differentiated mechanisms for non-compliant operators (e.g., uncontactable or rule-violating entities). Regulations on Internet Financial Services Due to the relatively short history of the Internet financial service industry in mainland China, the PRC government has not adopted a clear regulatory framework governing the industry. There are ad hoc laws and regulations applicable to elements of Internet financial service-related businesses, such as laws and regulations governing value-added telecommunication services. 80 Table of Contents On July 14, 2015, the People’s Bank of China together with nine other PRC regulatory agencies jointly issued a series of policy measures applicable to Internet financial services titled the Guidelines on Promoting the Healthy Development of Internet Finance. On April 12, 2016, the General Office of the PRC State Council issued the Implementation Plan for Special Rectification of Internet Financial Risks, or the Rectification Implementation Plan. These guidelines introduced formally for the first time the regulatory framework and basic principles for Internet financial services industry in mainland China as “law-abiding regulation, appropriate regulation, classified regulation, collaborative regulation and innovative regulation.” These guidelines further stated the definitions and basic principles for Internet financial services in the areas of Internet payment, Internet fund distribution and others. These guidelines also specified several basic rules for Internet financial services industry administration, such as: (i) any organization or individual that intends to set up a website to provide Internet financial services shall, in addition to going through relevant financial regulatory procedures as required, also undergo website record-filing procedures with telecommunications authorities pursuant to the law; (ii) unless otherwise specified, an industry player shall select qualified banking financial institutions as fund depository institutions to manage and oversee client funds, and manage client funds and its proprietary funds under separate accounts; and (iii) such industry player shall comply with basic rules of information disclosure, risk reminder and qualified investors, information security and anti-money laundering. The Rectification Implementation Plan further provides that: (i) the regulators will adopt the see-through way of supervision; and (ii) the non-financial institutions, or the enterprises which do not carry out financial business, shall not use the wordings, such as “exchange,” “finance,” “asset management,” “wealth management,” “fund,” “fund management,” “investment management,” “equity investment fund,” “online lending,” “peer-to-peer,” “equity crowd-funding,” “Internet insurance,” “payment” or the like, as their enterprise name or registered business. If the enterprise chooses to use the aforementioned word/words, the Administration of Industry and Commerce will inform the financial regulators. Regulations Relating to Cyber Security The Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the PRC, which was last amended on October 28, 2025 and became effective on January 1, 2026, to protect cyberspace security and order. Pursuant to the Cyber Security Law, any individual or organization using the network must comply with the PRC constitution and the applicable laws, follow the public order, respect social ethics, and must not endanger cyber security, or engage in activities by making use of the network that endanger the national security, honor or interests, or infringe on the fame, privacy, intellectual property or other legitimate rights and interests of others. The Cyber Security Law sets forth various security protection obligations for network operators, which are defined as “owners and administrators of networks and network service providers,” including, among other obligations, complying with a series of requirements of tiered cyber protection systems, verifying users’ real identities, localizing the personal information and important data gathered and produced by key information infrastructure operators during operations within mainland China and providing assistance and support to government authorities where necessary for protecting national security and investigating crimes. On June 26, 2025, the Cyberspace Administration of China released the Provisions on the Application of the Benchmark for Discretionary Power for Administrative Sanctions by Cyberspace Authorities, which took effect on August 1, 2025. The Provisions aim to transform the principle-based penalty provisions into a unified, transparent and predictable set of law enforcement standards. This transformation aligned the Cyber Security Law with several laws, including the Administrative Punishment Law, the Data Security Law, and the Personal Information Protection Law, all of which were adopted or amended in 2021. On December 28, 2021, the CAC, together with certain other PRC governmental authorities, jointly released the Revised Cybersecurity Review Measures, which took effect on February 15, 2022. Pursuant to the Revised Cybersecurity Review Measures, operators of critical information infrastructure that intend to purchase network products and services, or online platform operators that conduct data processing activities, that affect or may affect national security must apply for a cybersecurity review. In addition, any online platform operator holding over one million users’ individual information must apply for a cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or the risk of a large amount of personal information being influenced, controlled or maliciously used by foreign governments after going public, and cyber information security risk. The Revised Cybersecurity Review Measures set out certain general factors which would be the focus in assessing the national security risk during a cybersecurity review. However, the scope of network product or service or data processing activities that will or may affect national security is still unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws, rules and regulations. 81 Table of Contents Furthermore, on September 24, 2024, the PRC State Council promulgated the Regulations on the Administration of Cyber Data Security, which took effect on January 1, 2025. The Regulations on the Administration of Cyber Data Security introduces dynamic criteria for defining “important data” based on sector-specific risks and regional factors, mandates enhanced protections for generative AI training datasets, and refines cross-border data transfer rules by adding exemptions for scenarios like fulfilling legal obligations. Notably, it establishes a tiered supervision framework where provincial authorities verify important data classifications, and mandates real-time reporting of security incidents involving national interests within 24 hours, and data processors shall, in accordance with relevant state provisions, apply for national security review when carrying out data processing activities that affect or may affect national security. On February 27, 2023, CSRC promulgated the Measures for the Administration of Cybersecurity and Information Security in the Securities and Futures Industries, or the Securities and Futures Cybersecurity Measures, which became effective on May 1, 2023. The Securities and Futures Cybersecurity Measures shall apply to the construction, operation, maintenance and use of Internet and information systems by securities companies, futures companies, fund management companies and other securities and futures operating institutions in mainland China, putting forward detailed requirements regarding investors’ personal information protection and operation, promotion, development and emergency response of Internet and information security. On December 27, 2024, the NFRA promulgated the Measures for Data Security Management of Banks and Insurance Institutions, which apply to all banks, insurance institutions, financial asset management companies, enterprise group finance companies, financial leasing companies, auto finance companies, consumer finance companies, currency brokerage companies, trust companies, and wealth management companies that are established within PRC, implements data classification and tiered management, enhances lifecycle controls requiring security assessments, anonymization, and operational log retention for sensitive data, reaffirms authorization and consent principles for personal information protection including explicit consent for intra-group data sharing, and establishes a dual regulatory mechanism requiring pre-reporting of sensitive data transfers, annual risk assessments, and mandatory reporting of security incidents within two hours. Regulations Relating to Internet Privacy In recent years, PRC government authorities have enacted laws and regulations on Internet use to protect personal information from any unauthorized disclosure. The Administrative Measures on Internet Information Services prohibit internet content provider, or ICP, service operators from insulting or slandering a third party or infringing upon the lawful rights and interests of a third party. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT on December 29, 2011, an ICP service operator may not collect any user’s personal information or provide any such information to third parties without the consent of the user. An ICP service operator must expressly inform the users of the method, content and purpose of the collection and processing of such user’s personal information and may only collect such information necessary for the provision of its services. An ICP service operator is also required to properly keep the user personal information, and in the case of any leak or potential leak of the user’s personal information, the ICP service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunications regulatory authority. In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People’s Congress on December 28, 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of user’s personal information must be subject to the consent of the users, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An ICP service operator must also keep such information strictly confidential, and is further prohibited from divulging, tampering or destroying any such information, or selling or providing such information to other parties. Any violation of the above decision or order may subject the ICP service operator to warnings, fines, confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of websites or even criminal liabilities. Furthermore, in June 2016, the CAC issued the Administrative Provisions on Mobile Internet Applications Information Services, which became effective on August 1, 2016, and was further amended and took effect on August 1, 2022, to further strengthen the regulation of the mobile application information services. Pursuant to these provisions, owners or operators of mobile Internet applications that provide information services are required to be responsible for information security management, establish and improve the protective mechanism for user information, observe the principles of legality, rightfulness, necessity and integrity, and expressly state the purpose, method and scope of, and obtain user consent to, the collection and use of users’ personal information. In addition, the new Cyber Security Law also requires network operators to strictly keep users’ personal information that they have collected confidential and to establish and improve their user information protective mechanisms. 82 Table of Contents On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the State Administration for Market Regulation promulgated the Identification Method of Illegal Collection and Use of Personal Information Through App, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and for the app operators to conduct self-examination and self-correction and for other participants to voluntarily monitor compliance. On February 13, 2020, the People’s Bank of China issued Personal Financial Information Protection Technical Specification, which sets forth the security protection requirements, including the security technology requirements and security management requirements, for the collection, transmission, storage, use, deletion, destroying and other aspects of the personal financial information. In addition, the State Administration for Market Regulation and Standardization Administration issued the Standard of Information Security Technology-Personal Information Security Specification (2020 edition), which took effect on October 1, 2020. Pursuant to the standard, any entity or person who has the authority or right to determine the purposes for and methods of using or processing personal information are seen as a personal information controller. Such personal information controller is required to collect information in accordance with applicable laws, and except in certain specific events that are expressly exempted in the standard, to obtain the information provider’s consent prior to collection of such data. Pursuant to the Civil Code of the PRC which came into effect on January 1, 2021, the personal information of a natural person shall be protected by the law. Any organization or individual that needs to obtain personal information of others shall obtain such information legally and ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others. On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Personal Information Protection Law, which became effective on November 1, 2021. Pursuant to the PRC Personal Information Protection Law, personal information refers to the information related to an identified or identifiable individual recorded electronically or by other means, excluding the anonymized information, and processing of personal information includes among others, the collection, storage, use, handling, transmission, provision, disclosure, deletion of personal information. The PRC Personal Information Protection Law explicitly sets forth the circumstances where it is allowed to process personal information, including (i) the consent from the individual has been obtained; (ii) it is necessary for the conclusion and performance of a contract under which an individual is a party, or it is necessary for human resource management in accordance with the labor related rules and regulations and the collective contracts formulated or concluded in accordance with laws; (iii) it is necessary to perform statutory duties or statutory obligations; (iv) it is necessary to respond to public health emergencies, or to protect the life, health and property safety of individuals in emergencies; (v) carrying out news reports, public opinion supervision and other acts for the public interest, and processing personal information within a reasonable scope; (vi) processing personal information disclosed by individuals or other legally disclosed personal information within a reasonable scope in accordance with this law; or (vii) other circumstances stipulated by laws and administrative regulations. In addition, this law emphasizes that individuals have the right to withdraw their consent to process their personal information, and the processors must not refuse to provide products or services on the grounds that the individuals do not agree to the processing of their personal information or withdraw their consent, unless processing of personal information is necessary for the provision of products or services. Before processing the personal information, the processors should truthfully, accurately and completely inform individuals of the following matters in a conspicuous manner and in clear and easy-to-understand language: (i) the name and contact information of the personal information processor; (ii) the purpose of processing personal information, processing method, type of personal information processed, and the retention period; (iii) methods and procedures for individuals to exercise their rights under this law; (iv) other matters that should be notified according to laws and administrative regulations. Furthermore, the law provides that personal information processors who use personal information to make automated decisions should ensure the transparency of decision-making and the fairness and impartiality of the results, and must not impose unreasonable differential treatment on individuals in terms of transaction prices and other transaction conditions. 83 Table of Contents In addition to the aforementioned general rules, the PRC Personal Information Protection Law also introduces the rules for processing sensitive personal information, which refers to the personal information that, once leaked or illegally used, can easily lead to the infringement of the personal dignity of natural persons or harm personal and property safety, including biometrics, religious beliefs, specific identities, medical health, financial accounts, whereabouts and other information, as well as personal information of minors under the age of fourteen. Personal information processors can process sensitive personal information only if they have a specific purpose and sufficient necessity, and take strict protective measures. In addition, the law provides rules for cross-border provision of personal information. In particular, it is provided that the operators of critical information infrastructures and the personal information processors that process personal information up to the number prescribed by the national cyberspace administration shall store personal information collected and generated within mainland China. If it is really necessary to provide such personal information overseas, they shall pass the security assessment organized by the national cyberspace administration, except as otherwise stipulated by laws, administrative regulations and the national cyberspace administration. Any processor in violation of this law may be subject to administrative penalties including rectifications, warnings, fines, confiscation of illegal gains, suspension of the apps illegally processing personal information or suspension of the relevant business, revocation of business operation permits or business licenses, civil liabilities or even criminal liabilities. The directly responsible personnel in charge and other directly responsible personnel may be imposed with fines and prohibited from serving as directors, supervisors, senior management personnel and personal information protection officers of related companies within a certain period of time. In addition, the Regulations on the Administration of Cyber Data Security also provides for key regulations in personal information and privacy protection. It explicitly prohibits network data processors from obtaining user consent through misleading, fraudulent, or coercive means, requires separate consent for processing sensitive personal information, and for the first time categorizes minors’ data as sensitive. It also introduces right to data portability, allowing users to request platforms to transfer their data under technically feasible conditions, and strengthen oversight of automated decision-making by prohibiting algorithms from imposing unreasonable differential treatment on transaction price. Furthermore, the Provisions on Promoting and Regulating Cross-border Data Flows optimizes data export mechanisms by exempting data outside Free Trade Zone negative lists from security assessments and raising the threshold for non-sensitive personal data exports from 100,000 to 1 million individuals. These updates establish a more refined compliance framework on Internet Privacy protection, achieving breakthroughs in scenario-based exemptions, enhanced cross-border flow efficiency, and strengthened platform accountability. On February 12, 2025, the Cyberspace Administration of China issued the Administrative Measures for Personal Information Protection Compliance Audits, which took effect on May 1, 2025. The Administrative Measures for Personal Information Protection Compliance Audits stipulates that personal information processors conducting compliance audits for personal information protection on their own initiative must perform such audits periodically, either through internal departments or by engaging third-party professional agencies, to assess their compliance with laws and administrative regulations in their personal information processing activities. It specifies the audit scope, including whether the collection, storage, use, and sharing of personal information comply with legal and regulatory requirements, defines audit methods such as document review, on-site inspection, and technical testing, and details the audit procedures—from the development of audit plans to the issuance of audit reports—to ensure enterprises adhere to standards when processing personal information. Regulations Relating to Data Cross-border Transfer On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, or the Security Assessment Measures, which took effect on September 1, 2022 and requires that any data processor providing important data collected and generated during operations within the territory of mainland China or personal information that should be subject to security assessment according to law to an overseas recipient shall conduct security assessment. The Security Assessment Measures provides four circumstances, under any of which data processors shall, through the local cyberspace administration at the provincial level, apply to the national cyberspace administration for security assessment of data cross-border transfer. These circumstances include: (i) where the data to be transferred to an overseas recipient contain important data collected and generated by data processors; (ii) where the data to be transferred to an overseas recipient are personal information collected and generated by operators of critical information infrastructure or data processors processing over one million users’ individual information; (iii) where the personal information of more than 100,000 people or sensitive personal information of more than 10,000 people are transferred overseas accumulatively since January 1 of the previous year; or (iv) other circumstances under which security assessment of data cross-border transfer is required as prescribed by the national cyberspace administration. 84 Table of Contents On August 31, 2022, the CAC promulgated the first edition of the Guide to Applications for Security Assessment of Outbound Data Transfers, or the Security Assessment Guide. The Security Assessment Guide provides practical guidance to the implementation of the Security Assessment Measures. The Security Assessment Guide also reaffirms CAC’s position that a cross-border data transfer out of mainland China includes where a data processor stores data collected or generated in its operations in mainland China to an overseas recipient, and where a data processor allows an overseas entity, organization, or individual to access, retrieve, download, or export data the data processor collects or generates and stores in mainland China. On February 22, 2023, the CAC promulgated the Measures for Standard Contract for Outbound Data Transfer of Personal Information, or the Measures, which came into effect on June 1, 2023. The Measures provide a transitional period of six months from the effective date for companies to take necessary measures to comply with the requirements. According to the Measures, in the cases where the personal information processor provides personal information abroad by concluding a standard contract, the contract shall be concluded in strict compliance with the form Standard Contract that is attached as an annex to the Measures. The Measures further provide that personal information processors may agree on other terms with overseas recipients, but they shall not conflict with the Standard Contract. According to the Measures, the personal information processor shall, within ten working days from the effective date of the standard contract, file with the local provincial cyberspace administration and submit the standard contract and personal information protection impact assessment report for record. On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-border Data Flows, which introduces key regulatory adjustments including expanded exemptions for non-sensitive data in scenarios like international trade and cross-border logistics, a negative list system allowing free trade zones to customize localized data control frameworks, and adjusted compliance thresholds (e.g., raising the security assessment trigger for non-sensitive personal data exports from 100,000 to 1 million individuals annually). These adjustments aim to balance security with streamlined compliance, fostering global data flows while safeguarding critical information. At the same day, the CAC promulgated the second edition of the Guide to Applications for Security Assessment of Outbound Data Transfers. The updated Guide raises the compliance threshold for non-sensitive personal data exports from 100,000 to 1 million individuals annually, introduces a unified online submission platform, and mandates standardized documentation with specific formatting requirements. On October 14, 2025, the CAC and the State Administration for Market Regulation released the Measures for the Certification of the Outbound Transfer of Personal Information, which took effect on January 1, 2026. The Measures fills the legal gap in the operational aspect of the previous personal data cross-border transfer certification mechanism, clarifies the applicable conditions for conducting personal data cross-border transfer through the certification method, particularly setting clear restrictions on the transfer quantity threshold, the scale of sensitive personal data, and the avoidance behaviors, forming complementarity with the previous data cross-border transfer security assessment and standard contract mechanism. Regulations on Labor Protection On June 29, 2007, the Standing Committee of the National People’s Congress promulgated the Labor Contract Law of the PRC, as amended on December 28, 2012, which formalizes employees’ rights concerning employment contracts, overtime hours, layoffs and the role of trade unions and provides for specific standards and procedure for the termination of an employment contract. In addition, the Labor Contract Law requires the payment of a statutory severance pay upon the termination of an employment contract in most cases, including in cases of the expiration of a fixed-term employment contract. In addition, under the Regulations on Paid Annual Leave for Employees and its implementation rules, which became effective on January 1, 2008 and on September 18, 2008 respectively, employees are entitled to a paid vacation ranging from 5 to 15 days, depending on their length of service and to enjoy compensation of three times their regular salaries for each such vacation day in case such employees are deprived of such vacation time by employers, unless the employees waive such vacation days in writing. Enterprises in mainland China are required by laws and regulations of mainland China to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located. According to the Social Insurance Law of the PRC, an employer that fails to make social insurance contributions may be ordered to pay the required contributions within a stipulated deadline and be subject to a late fee of 0.05% of the amount overdue per day from the original due date by the relevant authority. If the employer still fails to rectify the failure to make social insurance contributions by such stipulated deadline, it may be subject to a fine ranging from one to three times the amount overdue. According to the Regulations on Management of Housing Fund issued by the State Council on March 24, 2002 and last amended on March 24, 2019, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement. 85 Table of Contents Regulations on Tax Mainland China Enterprise Income Tax The mainland China enterprise income tax is calculated based on the taxable income determined under the laws and accounting standards of mainland China. On March 16, 2007, the National People’s Congress of China enacted Law of the PRC on Enterprise Income Tax, or the EIT Law, which became effective on January 1, 2008 and was revised on February 24, 2017 and December 29, 2018. On December 6, 2007, the State Council promulgated Implementing Regulations of the Enterprise Income Tax Law of the PRC, or the EIT Implementation Rules, which also became effective on January 1, 2008 and was further amended on December 6, 2024. The EIT Law imposes a uniform enterprise income tax rate of 25% on all domestic enterprises, including Foreign Investment Enterprises, or FIEs, unless they qualify for certain exceptions, and terminates most of the tax exemptions, reductions and preferential treatments available under previous tax laws and regulations. Moreover, under the EIT Law, enterprises organized under the laws of jurisdictions outside mainland China with their “de facto management bodies” located within mainland China may be considered mainland China resident enterprises and therefore subject to mainland China enterprise income tax at the rate of 25% of their worldwide income. The EIT Implementation Rules define the term “de facto management body” as the management body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In addition, the Circular Related to Relevant Issues on the Identification of a Chinese-Holding Enterprise Incorporated Overseas as a Resident Enterprise in accordance with the Actual Standards of Organizational Management issued by the State Administration of Taxation, or the SAT, on April 22, 2009, provides that a foreign enterprise controlled by a mainland China enterprise or a mainland China enterprise group will be classified as a “resident enterprise” with its “de facto management bodies” located within mainland China if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function mainly in mainland China; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in mainland China ; (iii) its major assets, accounting books, company seals and minutes and files of its board and shareholders’ meetings are located or kept in mainland China; and (iv) not less than half of the enterprise’s directors or senior management with voting rights reside in mainland China. Although the circular only applies to offshore enterprises controlled by mainland China enterprises and not those controlled by mainland China individuals or foreigners, the determining criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by mainland China enterprises, individuals or foreigners. Value-added Tax On March 23, 2016, the Ministry of Finance and the SAT jointly issued the Circular on the Pilot Program for Overall Implementation of the Collection of Value Added Tax Instead of Business Tax, or Circular 36, which took effect on May 1, 2016. Pursuant to the Circular 36, all companies operating in construction industry, real estate industry, finance industry, modern service industry or other industries which were required to pay business tax are required to pay value-added tax, or VAT, in lieu of business tax. The applicable VAT tax rates are 3%, 6%, 11%, and 17%, according to the Circular 36. On December 21, 2016, the Notice on Clarification of Value-Added Tax Policies for Finance, Real Estate Development, Education Support Services, or Notice No. 140, was issued to explain the application of the Circular 36. According to Notice No. 140, for activities subject to value-added tax occurring in the course of asset management services, the manager of the asset management investment shall be the taxpayer. On December 30, 2016, the Tax Policy Division of the Ministry of Finance and the Goods and Services Tax Division of the SAT further explain several provisions in the Notice No. 140, stating that the asset management investments refer to the fund products, trust plans, and financial products managed by asset management service provider. On June 30, 2017, the Ministry of Finance and the SAT jointly issued the Notice on Relevant Issues Regarding the Value Added Tax of the Asset Management Products, or Notice No.56, which clarifies the rate that shall apply to the asset management product. Notice No.56 further states that the tax for the taxable act before January 1, 2018 shall not be required to be paid and the notice itself has become effective since January 1, 2018. The Circular 36, Notice No.140 and Notice No.56 will influence the investment return of the investors of the asset management products. But the regulator has not clarified the detailed operation for the structured products and the influence on these products is hard to value at current stage. 86 Table of Contents In addition, on November 19, 2017, the State Council promulgated the Decisions on Abolishing the Provisional Regulations of the PRC on Business Tax and Amending the Provisional Regulations of the PRC on Value-added Tax. According to the Provisional Regulations of the PRC on Value-added Tax and this order, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of mainland China are the taxpayers of VAT. The VAT tax rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT tax rate applicable to the small-scale taxpayers is 3%. On April 4, 2018, the Ministry of Finance and the SAT jointly issued the Notice of the Ministry of Finance and the State Administration of Taxation on the Adjustment to VAT Rates and the Circular on Unifying the Criteria for Small-scale Value-added Tax Payers, which became effective on May 1, 2018. Pursuant to these circulars, the deduction rates of 17% and 11% applicable to the taxpayers who have VAT taxable sales activities or imported goods were adjusted to 16% and 10%, respectively. In addition, the small-scale VAT taxpayer are now defined as those whose annual sales are no more than RMB5 million. On November 7, 2018, the Ministry of Finance and the SAT jointly issued the Circular on Policies on Enterprise Income Tax and Value-added Tax for Overseas Institutions Investing in the Domestic Bond Market. Pursuant to this circular, effective from November 7, 2018 to November 6, 2021, enterprise income tax and VAT shall be temporarily exempted on income from bond interests derived by overseas institutions from investments in domestic bond market. The scope of the aforesaid temporary exemption of enterprise income tax shall exclude bond interests derived by the institutions or establishments that are set up within mainland China by overseas institutions if such income has an actual connection with the institutions or establishments. On January 13, 2026, the Ministry of Finance and the SAT jointly issued the Announcement on Continuing the Implementation of the Enterprise Income Tax and Value-Added Tax Policies for Overseas Institutions’ Investment in the Domestic Bond Market, which extends the effective period of aforesaid temporary exemption of enterprise income tax to December 31, 2027. On March 20, 2019, the Ministry of Finance, SAT and General Administration of Customs issued the Announcement on Relevant Policies for Deepening Value-Added Tax Reform, which became effective on April 1, 2019. Under this circular, among others, (i) the applicable VAT rate of 16% for taxable sales or imported goods of a VAT general taxpayer, is adjusted to 13%, and the applicable VAT rate of 10% is adjusted to 9%; and (ii) the range for VAT input deduction is expanded by adding the domestic transport services, the applicable deduction rate for airline and railway tickets is 9% of ticket value, and 3% for the waterway and highway tickets; (iii) taxpayers of manufacturing and living service industries shall be allowed to add an extra 10% based on the offsetable input VAT for the current period for deduction of the tax payable from April 1, 2019 to December 31, 2021. On December 25, 2024, the Standing Committee of the National People’s Congress of China promulgated the Value-added Tax Law, which took effect on January 1, 2026. On December 25, 2025, the State Council promulgated the Regulation on the Implementation of the Value-Added Tax Law, which also became effective on January 1, 2026, providing detailed guidance on the scope of taxable transactions, tax rates, input tax credit rules, export refund mechanisms and administrative procedures. The Value-added Tax Law consolidates China’s VAT system into a unified legal framework, maintaining the current three-tier VAT rates (13%, 9%, and 6%) while introducing key reforms to enhance compliance and adapt to economic needs, and also clarifies small-scale taxpayer thresholds (annual sales under RMB 5 million) and modernizes administration by promoting e-invoices and allowing residence-based tax filings. These changes aim to balance tax neutrality with anti-avoidance measures, reflecting China’s commitment to aligning its fiscal system with OECD consumption tax principles. Specifically, Value-added Tax Law provides that financial products are subject to VAT where they are domestically issued or sold by domestic entities, which clarifies the tax jurisdiction over overseas financial products and related business, requiring cross-border financial transactions to reassess their tax obligations. Dividend Withholding Tax Pursuant to the EIT Law and the EIT Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in mainland China to its foreign investors are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with mainland China that provides for a different withholding arrangement. We are a Cayman Islands holding company and the majority of our income may come from dividends we receive from our mainland China subsidiaries directly or indirectly. Since there is no such tax treaty between mainland China and the Cayman Islands, dividends we receive from our mainland China subsidiaries will generally be subject to a 10% withholding tax. 87 Table of Contents Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Tax Arrangement, where a Hong Kong resident enterprise which is considered a non-mainland China tax resident enterprise directly holds at least 25% equity interests in a mainland China enterprise, the withholding tax rate in respect of the payment of dividends by such mainland China enterprise to such Hong Kong resident enterprise is reduced to 5% from a standard rate of 10%, subject to approval of the PRC local tax authority. Pursuant to the Notice of the SAT on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or SAT Circular 81, issued on February 20, 2009, a resident enterprise of the counter-party to such Tax Arrangement should meet the following conditions, among others, in order to enjoy the reduced withholding tax under the Tax Arrangement: (i) it must directly own the required percentage of equity interests and voting rights in such mainland China resident enterprise; and (ii) it should directly own such percentage in the mainland China resident enterprise anytime in the 12 months prior to receiving the dividends. There are also other conditions for enjoying such reduced withholding tax rate according to other relevant tax rules and regulations. The SAT issued the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, or SAT Circular 35, on October 14, 2019, which became effective on January 1, 2020. The SAT Circular 35 simplified the procedures for enjoying treaty benefits. According to the SAT Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to enjoy treaty benefits. Where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, but it shall gather and retain the relevant materials as required for future inspection, and accept follow-up administration by the tax authorities. However, according to the SAT Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. On February 3, 2018, the SAT issued the Announcement of the SAT on Issues concerning the “Beneficial Owner” in Tax Treaties, which clarifies the interpretation of the beneficial ownership requirement in the dividends, interest and royalty articles of Chinese double tax agreements and provides a more flexible guidance to determine whether the applicant engages in substantive business activities. On September 29, 2018, the Ministry of Finance, SAT, National Development and Reform Commission and Ministry of Commerce jointly released the Notice on Expanding the Application Scope of Withholding Tax Deferral Treatment on Direct Reinvestments Made by Foreign Investors to further encourage foreign investments in mainland China. According to this circular, when certain conditions are met, increase of paid-in capital/capital reserve in the existing investee company by its foreign investor using its attributable/distributable profits is considered a direct equity investment and withholding tax deferral treatment may apply. On June 27, 2025, the Ministry of Finance, SAT and the Ministry of Commerce jointly issued the Announcement on the Tax Credit Policy for the Direct Investment Made by Overseas Investors with Distributed Profits, effective through January 1, 2025 to December 31, 2028. Pursuant to this policy, where an overseas investor reinvests dividends or other equity investment income distributed by a PRC resident enterprise into qualified direct investments in encouraged industries in China and holds such investment for at least five years, it may credit 10% of the reinvested amount against its PRC enterprise income tax payable, with any unused credit allowed to be carried forward. U.S. Foreign Account Tax Compliance Act Under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), withholding at a rate of 30% will generally be required on certain U.S.-source payments made to certain non-U.S. entities (including investment funds and non-U.S. entities acting as intermediaries). In general, the 30% withholding tax applies to certain payments made to a non-U.S. entity unless (i) the non-U.S. entity is a “foreign financial institution” and the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the non-U.S. entity is a “non-financial foreign entity” and the non-U.S. entity identifies certain of its U.S. investors or provides certification that it does not have any such investors, or (iii) the non-U.S. entity is otherwise exempt from FATCA. An intergovernmental agreement between the United States and another country may also modify these requirements. The Cayman Islands has entered into a Model 1 intergovernmental agreement with the United States, which gives effect to the automatic tax information exchange requirements of FATCA, and a similar intergovernmental agreement with the United Kingdom. We will be required to comply with the Cayman Islands Tax Information Authority Law (2014 Revision) (as amended) together with regulations and guidance notes made pursuant to such law that give effect to the intergovernmental agreements with the United States and the United Kingdom. We do not believe FATCA will have a material impact on its business or operations, but because FATCA is particularly complex and the intergovernmental agreement with mainland China, though agreed to in substance, has not been published, and mainland China’s regulations or guidance notes have not been published, we cannot assure you that it will not be adversely affected by this legislation in the future. 88 Table of Contents Common Reporting Standard Similarly, the OECD has developed the CRS and modeled competent authority agreement to enable the multilateral and automatic exchange of financial account information, which has been adopted by many jurisdictions. CRS and its implementing legislations in mainland China and Hong Kong require financial institutions to identify and report the tax residency and account details of non-resident customers to the relevant authorities in jurisdictions adhering to CRS. On May 9, 2017, the SAT, Ministry of Finance, People’s Bank of China, CBRC, CSRC, and CIRC promulgated the Administrative Measures on Due Diligence Checks on Tax-related Information of Non-residents’ Financial Accounts, or the CRS Due Diligence Measures, which requires that financial institutions shall register with the SAT official website and report the information in a timely manner. As the CRS Due Diligence Measures requires, the private fund in the form of limited partnership or limited liability company and its fund manager are defined as qualified financial institution; the foregoing private funds and fund managers and other qualified financial institutions prescribed in the CRS Due Diligence Measures shall comply with their obligations thereunder. Several subsidiaries of our company, as well as the private funds under our management, have complied with the CRS Due Diligence Measures and reported to the SAT as required. On September 6, 2018, the arrangements for the multilateral and automatic exchange of financial account information between mainland China and Hong Kong became effective. Hong Kong and mainland China conducted the first automatic exchange of financial account information in September 2018, and many jurisdictions (including Hong Kong) have promised to implement the multilateral and automatic exchange of financial account information. Regulations on Foreign Exchange Foreign exchange regulations in mainland China are primarily governed by the following rules: ● Foreign Exchange Administration Rules (1996), most recently amended on August 5, 2008, or the Exchange Rules; and ● Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules. Under the Exchange Rules, the Renminbi is convertible for current account items, including the distribution of dividends, interest and royalty payments, trade and service-related foreign exchange transactions. Conversion of Renminbi for capital account items, such as direct investment, loan, securities investment and repatriation of investment, however, is still subject to the approval of the SAFE. Under the Administration Rules, FIEs may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents required and, in the case of capital account item transactions, obtaining approval from SAFE. Capital investments by FIEs outside of mainland China are also subject to limitations, including approval by regulatory government bodies like the Ministry of Commerce, SAFE and the National Development and Reform Commission or their local counterparts. On May 11, 2013, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in mainland China shall be conducted by way of registration. Institutions and individuals shall register with SAFE and/or its branches for their direct investment in mainland China. Banks shall process foreign exchange business relating to the direct investment in mainland China based on the registration information provided by SAFE and its branches. 89 Table of Contents On March 30, 2015, the SAFE issued the Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, which took effect and replaced previous regulations from June 1, 2015, and last amended on March 23, 2023. Pursuant to this circular, up to 100% of foreign currency capital of a foreign-invested enterprise may be converted into RMB capital according to the actual operation of the enterprise within the business scope at its will and the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may be used for equity investments within mainland China provided that such usage shall fall into the business scope of the foreign-invested enterprise, which will be regarded as the reinvestment of foreign-invested enterprise. Although this circular allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in mainland China, the restrictions continue to apply as to foreign- invested enterprises’ use of the converted RMB for purposes beyond the business scope, for entrusted loans or for inter-company RMB loans. If the Consolidated Affiliated Entities require financial support from us or our wholly owned subsidiary in the future and we find it necessary to use foreign currency-denominated capital to provide such financial support, our ability to fund the Consolidated Affiliated Entities’ operations will be subject to statutory limits and restrictions, including those described above. On June 9, 2016, the SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or the SAFE Circular 16, last amended on December 4, 2023, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-affiliated enterprises. In addition, the SAFE promulgated the Circular Regarding Further Promotion of the Facilitation of Cross-Border Trade and Investment on October 23, 2019, pursuant to which all foreign-invested enterprises can make equity investments in mainland China with their capital funds in accordance with laws and regulations. On April 10, 2020, the SAFE promulgated Notice of the SAFE on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, or the SAFE Circular 8, which took effect on the same date. According to the SAFE Circular 8, under the prerequisite of ensuring true and compliant use of funds and compliance with the prevailing administrative provisions on use of income under the capital account, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc. for domestic payment, without prior provision of proof materials for veracity to the bank for each transaction. On February 13, 2015, the SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the Foreign Exchange Administration Policies on Direct Investments, or the SAFE Circular 13, which took effect on June 1, 2015 and was amended in December 2019. The SAFE Circular 13 specifies that the administrative examination and approval procedures with the SAFE or its local branches relating to the foreign exchange registration approval for domestic direct investments as well as overseas direct investments have been canceled, and qualified banks are delegated the power to directly conduct such foreign exchange registrations under the supervision of the SAFE or its local branches. On September 12, 2025, the State Administration of Foreign Exchange issued the Notice Matters Concerning Deepening the Reform of Foreign Exchange Management for Cross-border Investment and Financing, which took effect upon issuance. The Notice further removes the requirement for registration of basic information on preliminary expenses of domestic direct investment and eliminates the registration requirement for domestic reinvestment by foreign-funded enterprises, permits the domestic reinvestment of foreign exchange profits lawfully generated under foreign direct investment, and simplifies certain registration requirements for cross-border financing. Regulations on Dividend Distribution As the Foreign Investment Law came into effect on January 1, 2020, the principal regulations governing dividend distributions of wholly foreign-owned companies include the PRC Company Law, the EIT Law, and its implementation rules. Under the current regulatory regime in mainland China, foreign-invested enterprises in mainland China may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A mainland China company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital. A mainland China company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. 90 Table of Contents Regulations on Offshore Investment by mainland China Residents On July 4, 2014, the SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Administration on Domestic Residents’ Offshore Investment, Financing and Round-Trip Investment via Special Purpose Vehicles, or the SAFE Circular 37, which became effective on the same date. The SAFE Circular 37 and its detailed guidelines require mainland China residents to register with the local branch of the SAFE before contributing their legally owned onshore or offshore assets or equity interests into any special purpose vehicle directly established, or indirectly controlled, by them for the purpose of investment or financing; and when there is (a) any change to the basic information of the special purpose vehicles, such as any change relating to its individual mainland China resident shareholders, name or operation period or (b) any material change, such as increase or decrease in the share capital held by its individual mainland China resident shareholders, a share transfer or exchange of the shares in the special purpose vehicles, or a merger or split of the special purpose vehicles, the mainland China resident must register such changes with the local branch of SAFE on a timely basis. On February 13, 2015, the SAFE further enacted the SAFE Circular 13 which took effect on June 1, 2015 and was further amended on December 30, 2019. The SAFE Circular 13 has delegated to the qualified banks the authority to register all mainland China residents or entities’ investment and financing in special purpose vehicles pursuant to the SAFE Circular 37, except that those mainland China residents who have failed to comply with SAFE Circular 37 will remain to fall into the jurisdiction of the local SAFE branch and must make their supplementary registration application with the local SAFE branch. In the event that a mainland China shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the mainland China subsidiaries of that special purpose vehicle may be prohibited from distributing profits to the offshore parent and from carrying out subsequent cross-border foreign exchange activities. In addition, the special purpose vehicle may be restricted in its ability to contribute additional capital into its mainland China subsidiary. Moreover, failure to comply with various SAFE registration requirements described above would result in liability for foreign exchange evasion under the laws of mainland China. Regulations on Stock Incentive Plans On December 25, 2006, the People’s Bank of China promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, setting forth the respective requirements for foreign exchange transactions by individuals (both PRC or non-PRC citizens) under either the current account or the capital account. On January 5, 2007, the SAFE issued the Implementing Rules of the Administrative Measures for Personal Foreign Exchange (last amended on March 23, 2023), which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. On February 15, 2012, the SAFE issued the Circular of the State Administration of Foreign Exchange on Issues Related to Foreign Exchange Administration in Domestic Individuals’ Participation in Equity Incentive Plans of Companies Listed Abroad, or the Stock Incentive Plan Rules, the purpose of which is to regulate foreign exchange administration of PRC domestic individuals who participate in employee stock holding plans or stock option plans of overseas listed companies. According to the Stock Incentive Plan Rules, if mainland China “domestic individuals” (both mainland China residents and non-mainland China residents who reside in mainland China for a continuous period of not less than one year, excluding the foreign diplomatic personnel and representatives of international organizations) participate in any stock incentive plan of an overseas listed company, a mainland China domestic qualified agent, which could be the mainland China subsidiary of such overseas listed company, shall, among others things, file, on behalf of such individual, an application with the SAFE to conduct the SAFE registration with respect to such stock incentive plan, and obtain approval for an annual allowance with respect to the purchase of foreign exchange in connection with stock holding or stock option exercises. With the SAFE registration certificate for stock incentive plan, the mainland China domestic qualified agent shall open a special foreign exchange account at a mainland China domestic bank to hold the funds required in connection with the stock purchase or option exercise, any returned principal or profits upon sales of stock, any dividends issued upon the stock and any other income or expenditures approved by SAFE. Such mainland China individuals’ foreign exchange income received from the sale of stock and dividends distributed by the overseas listed company and any other income shall be fully remitted into a special foreign currency account opened and managed by the mainland China domestic qualified agent before distribution to such individuals. 91 Table of Contents Regulations on Securities Offering and Listing Outside of the PRC On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, as well as five supporting guidelines, or, together with Trial Measures, the Filing Measures, which came into effect on March 31, 2023 to regulate overseas securities offering and listing activities by domestic companies either in direct or indirect form. The Filing Measures apply to overseas securities offering or listing activities by domestic companies, the term “securities” under the Filing Measures refers to equity shares, depository receipts, corporate bonds convertible to equity shares and other equity securities. Both direct and indirect overseas securities offering or listing by domestic companies will be regulated, of which the former refers to securities offering or listing in an overseas market made by a joint-stock company incorporated domestically, and the latter refers to overseas offering or listing by a company in the name of an overseas incorporated entity, whereas the company’s major business operations are located domestically and such offering and listing is based on the underlying equity, assets, earnings or other similar rights of a domestic company. According to the Filing Measures, any overseas offering or listing made by an issuer that meets both the following conditions will be determined as indirect: (i) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by domestic companies; and; (ii) the main parts of the issuer’s business activities are conducted in the Chinese Mainland, or its main places of business are located in the Chinese Mainland, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in the Chinese Mainland. The determination as to whether or not an overseas offering and listing by domestic companies is indirect, shall be made on a substance-over-form basis. Under the Filing Measures, a filing-based regulatory system would be implemented covering both direct and indirect overseas offering or listing. For an issuer applying to or having completed indirect overseas offering or listing, it shall designate a major domestic operating entity as the domestic responsible entity to submit the filing documents to the CSRC within 3 working days (i) after the application for overseas initial offering or listing is submitted; (ii) after the subsequent securities offerings in the same overseas market; and (iii) after the application for offering or listing in other overseas markets. The CSRC would, within 20 working days if filing documents are complete and in compliance with the stipulated requirements, complete the filing and publish the filing information on the CSRC’s official website. While for confidential filings of overseas offering and listing application documents, the designated filing entity may apply for an extension of the publication of such filing. The issuer shall report to the CSRC within 3 working days after the overseas offering and listing application documents become public. In addition, subsequent securities offerings of an issuer in the same overseas market where it has previously offered or listed securities shall be filed with the CSRC within 3 working days after the offering is completed. Meanwhile, no overseas offering and listing shall be made under any of the following circumstances:(i) where such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) where the domestic company intending to make the securities offering and listing, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years;. (iv) where the domestic company intending to make the securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; (v) where there are material ownership disputes over equity held by the domestic company’s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. If a domestic company falls into the above circumstances, the domestic company shall postpone or terminate the intended overseas offering and listing, and report to the CSRC and competent authorities under the State Council in a timely manner. If domestic companies fail to fulfill the above-mentioned filing procedures or offer and list in an overseas market against the prohibited circumstances, they would be warned and fined up to RMB10 million. The controlling shareholders and actual controllers of such domestic companies that organize or instruct the aforementioned violations would be fined up to RMB10 million and directly liable persons-in-charge and other directly liable persons would be each fined up to RMB 5 million. 92 Table of Contents On February 24, 2023, the CSRC, the National Administration of State Secrets Protection, the National Archives Administration of China and the MOF jointly promulgated the Provisions on Strengthening the Confidentiality and Archives Administration Related to Overseas Issuance and Listing of Securities by Domestic Enterprises, which came into effect on March 31, 2023, together with the Filing Measures, and replaced the Provisions on Strengthening Confidentiality and Archives Administration in Overseas Issuance and Listing of Securities issued in 2009. The provisions aim to develop a gatekeeping mechanism in provision of information by domestic enterprises to the relevant securities companies, securities service institutions, overseas regulatory authorities or other entity or individual, so as to prevent sensitive information from leakage and prescribe protective protocols for any residual sensitive information that still has to be provided. The provisions apply to both domestic issuer applying to or having completed direct overseas offering or listing and domestic operating entity of the issuer applying to or having completed indirect overseas offering or listing. On December 26, 2025, the People’s Bank of China and the SAFE issued the Notice of Issues Concerning the Administration of Funds Related to Overseas Listings of Domestic Enterprises, which took effect on April 1, 2026. The Notice applies to domestic joint-stock companies that conduct direct overseas offerings and listings or issue overseas depositary receipts, and systematically stipulates regulations concerning registration, accounts, cross-border receipts and payments, and exchange, information reporting and compliance review. U.S. Foreign Account Tax Compliance Act Under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, withholding at a rate of 30% will generally be required on certain non-U.S. entities (including investment funds and non-U.S. entities acting as intermediaries). In general, the 30% withholding tax applies to certain payments made to a non-U.S. entity unless (i) the non-U.S. entity is a “foreign financial institution” and the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the non-U.S. entity is a “nonfinancial foreign entity” and the non-U.S. entity identifies certain of its U.S. investors or provides certification that it does not have any such investors, or (iii) the non-U.S. entity is otherwise exempt from FATCA. An intergovernmental agreement between the United States and another country may also modify these requirements. The Cayman Islands has entered into a Model 1 intergovernmental agreement with the United States, which gives effect to the automatic tax information exchange requirements of FATCA, and a similar intergovernmental agreement with the United Kingdom. We will be required to comply with the Cayman Islands Tax Information Authority Act (As Revised) together with regulations and guidance notes made pursuant to such law that give effect to the intergovernmental agreements with the United States and the United Kingdom. Regulations in Hong Kong Securities and Futures Ordinance (Cap. 571 of Hong Kong Legislation), or SFO Licensed entities that conduct regulated activities within the meaning of the SFO in Hong Kong are regulated by the SFC, a statutory body independent from the government of Hong Kong to regulate Hong Kong’s securities and futures markets. It is funded mainly by transaction levies and licensing fees. Under the SFO, any corporation carrying on one or more regulated activities must apply to the SFC for a license in respect of the regulated activities that they plan to carry on, and any individual who carries on one or more regulated activities on behalf of a licensed corporation is also required to apply for approval as a “licensed representative” accredited to that corporation. Ark Group Holdings (Hong Kong) Limited, our wholly owned subsidiary, was licensed with the SFC on January 4, 2012 to carry out Type 1 regulated activity (dealing in securities), Type 4 regulated activity (advising on securities) and Type 9 regulated activity (asset management), its CE Number is: AYC880. Ark Group Holdings (Hong Kong) Limited serves as an offshore product and service center which offers wealth management and asset management services to professional investors as defined in the SFO. With the aforementioned licenses in place, Ark Group Holdings (Hong Kong) Limited is able to provide investment advisory services and distribute, offer and manage investment products for our clients in Hong Kong. Olive Asset Management (Hong Kong) Limited, our wholly owned subsidiary, was licensed with the SFC on June 14, 2019 to carry out Type 4 regulated activity (advising on securities) and Type 9 regulated activity (asset management), its CE Number is: BOC542. 93 Table of Contents Licensed entities are required to comply with the SFO, its sub-legislations and other relevant codes and guidelines including the (i) Code of Conduct for Persons Licensed by or Registered with the SFC (“Code of Conduct”), (ii) Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (“Guideline on AML”), (iii) Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the SFC (“Internal Control Guideline”), (iv) Suggested Control Techniques and Procedures for Enhancing a Firm’s Ability to Comply with the Securities and Futures (Client Securities) Rules and the Securities and Futures (Client Money) Rules (“Client Securities/Money Rules”), (v) the Fund Manager Code of Conduct (“FM Code of Conduct”), and (vi) suitability circulars/FAQs and other relevant regulatory requirements. The Client Securities/Money Rules provide guidelines on the treatment of client assets and how they should be properly safeguarded. The Code of Conduct sets out the general conduct requirements for licensed persons and other regulatory expectations on topics such as KYC, diligence, responsibility of senior management and conflicts of interest. The Guideline on AML set outs the requirements and the standards on the subjects of AML and counter-terrorist financing, or CTF, and practical guidance to assist licensed persons and their senior management in designing and implementing policies, procedures and controls in the relevant operational areas, taking into consideration their special circumstances so as to meet the relevant AML/CTF statutory and regulatory requirements. The suitability circulars/FAQs outline the general requirements and factors to be considered when providing investment advice to clients. The FM Code of Conduct sets out conduct requirements for licensed persons whose business involves the discretionary management of collective investment schemes and/or discretionary accounts. Insurance Ordinance (Cap. 41 of Hong Kong Legislation) Glory Insurance (Hong Kong) Limited is validly registered with the Insurance Authority as an authorized insurance broker from 2014 to carry on long term business (excluding linked long term business). Under the new regulatory regime, Glory Insurance (Hong Kong) Limited is deemed to be a licensed insurance intermediary as a licensed insurance broker company for a period of three years from the commencement of the new regime unless the license is revoked in accordance with the Insurance Ordinance. Glory Insurance (Hong Kong) Limited is permitted to carry on the Long Term Business (excluding linked long term) within the meaning of the Insurance Ordinance. As an insurance broker, Glory Insurance (Hong Kong) Limited must comply with the minimum requirements specified in the guideline issued pursuant to the Insurance Ordinance by IA. Minz Insurance Brokers Limited is licensed as an insurance broker since 2020 to carry on general and long term business (including linked long term business). Trustee Ordinance (Cap. 29 of Hong Kong Legislation) ARK Trust (Hong Kong) Limited and Lightstone Trust (Hong Kong) Limited have complied with the requirements of section 77 of the Trustee Ordinance and have been registered with the Registry for Trust and Company Service Providers (TCSP) as a trust company since 2018 and 2020, respectively. Ark Corporate Services (Hong Kong) Limited is also licensed with the TCSP to carry on corporate services since 2018. ​ 94 Table of Contents C. Organizational Structure We are an exempted company incorporated with limited liability under the laws of the Cayman Islands with major subsidiaries and Consolidated Affiliated Entities in mainland China, Hong Kong, the United States and other jurisdictions. We mainly operate our business through the following significant subsidiaries and Consolidated Affiliated Entities, as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ Place of ​ of ​ ​ ​ ​ ​ Date of Incorporation ​ ​ ​ Incorporation ​ ​ ​ Ownership ​ Noah Upright Fund Distribution Co., Ltd. ​ November 18, 2003 PRC 100 % ​ Shanghai Noah Investment (Group) Co., Ltd. ​ August 24, 2007 PRC 100 % ​ Glory Insurance (Hong Kong) Limited (formerly known as “Noah Insurance (Hong Kong) Limited”) ​ January 3, 2011 Hong Kong 100 % ​ Ark Group Holdings (Hong Kong) Limited (formerly known as “Noah Holdings (Hong Kong) Limited”) ​ September 1, 2011 ​ Hong Kong ​ 100 % ​ Gopher Capital GP Limited ​ May 11, 2012 Cayman Islands 100 % ​ Wuhu Fangtiao Technology Co., Ltd. ​ November 28, 2019 PRC 100 % ​ Shanghai Nuohong Real Estate Co., Ltd. ​ May 30, 2013 ​ PRC ​ 100 % ​ Ark Group International (Hong Kong) Limited (formerly known as “Noah International (Hong Kong) Limited”) ​ January 7, 2015 ​ Hong Kong ​ 100 % ​ Gopher Asset Management Co., Ltd. ​ February 9, 2012 PRC Controlled under the Contractual Arrangement ​ ​ Shanghai Gopher Massa Asset Management Co., Ltd. ​ June 29, 2015 ​ PRC ​ Controlled under the Contractual Arrangement ​ ​ ​ ​ ​ 95 Table of Contents Our corporate structure, for the purpose of reflecting Noah Holdings Limited and its relationship with its significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the Securities Act, as well as the Consolidated Affiliated Entities, is as follows: ​ Notes: (1) The registered shareholders of Noah Investment consisted of (i) Ms. Jingbo Wang, (ii) Mr. Zhe Yin, (iii) Mr. Boquan He, (iv) Ms. Xinjun Zhang, (v) Ms. Yan Wei, and (vi) Ms. Qianghua Yan, collectively referred to by us as the Registered Shareholders. (2) Our company indirectly held all the equity interests in Shanghai Nuohong through certain insignificant subsidiaries. (3) Wuhu Fangtiao Technology Co., Ltd. was indirectly held as to 100% by Noah Upright. Contractual Arrangements Exclusive Option Agreement. Pursuant to an exclusive option agreement entered into by the Registered Shareholders and Noah Group in September 2007, or the Exclusive Option Agreement, the Registered Shareholders granted Noah Group or its third-party designee an irrevocable and exclusive option to purchase all or part of their equity interests in Noah Investment when and to the extent permitted by the laws of mainland China. The purchase price shall be the higher of the minimum amount required by the laws of mainland China or an amount determined by Noah Group. Noah Group may exercise such option at any time and from time to time until it has acquired all equity interests of Noah Investment. During the term of this agreement, the shareholders of Noah Investment are prohibited from transferring their equity interests in Noah Investment to any third party, and Noah Investment is prohibited from declaring and paying any dividend without Noah Group’s prior consent. The term of this exclusive option agreement is ten years and will be automatically renewed upon expiration of each ten-year period if there has been no objection by the parties thereunder. In June 2022, the Registered Shareholders amended the Exclusive Option Agreement, removing the above ten-year term and the automatic renewal arrangement, upon which the Exclusive Option Agreement will remain effective without subject to the consent of the parties thereunder until all of the equity interests held by the Registered Shareholders in Noah Investment have been transferred to Noah Group or its designee according to the terms and conditions thereunder. 96 Table of Contents Exclusive Support Service Agreement. Pursuant to the exclusive support service agreement entered into by Noah Investment and Noah Group in September 2007, or the Exclusive Support Service Agreement, Noah Investment engages Noah Group as its exclusive technical and operational consultant to support Noah Investment’s operational activities. Noah Group has agreed to provide certain support services to Noah Investment, including client management, technical and operational support and other services, for which Noah Investment has agreed to pay to Noah Group service fees determined based on actual services provided, which shall be the income of Noah Investment, less (i) expenses and costs, and (ii) the License Fee (as defined below). Noah Group is also obligated to grant Noah Investment licenses to use certain intellectual property rights, for which Noah Investment has agreed to pay license fees, or the License Fee, at the rates set by the board of Noah Group. The term of the Exclusive Support Service Agreement is ten years and will be automatically renewed upon expiration of each ten-year period if no objection by each party thereunder. In June 2022, Noah Investment and the Registered Shareholders have amended the Exclusive Support Service Agreement, removing the above ten year term and the automatic renewal arrangement, upon which the Exclusive Support Service Agreement will remain effective without subject to the consent of the parties thereunder until all of the equity interests held by the Registered Shareholders in Noah Investment have been transferred to Noah Group or its designee according to the Exclusive Option Agreement. Share Pledge Agreement. Pursuant to the share pledge agreement entered into by each of the Registered Shareholders and Noah Group in September 2007, or the Share Pledge Agreement, the Registered Shareholders pledged all of their equity interests in Noah Investment, or the Pledge Equity Interests, to Noah Group as collateral to secure their obligations under the Exclusive Option Agreement and Noah Investment’s obligations under the Exclusive Support Service Agreement. In the case that Noah Investment increases its registered capital upon prior written consent of Noah Group, the Pledge Equity Interests shall include all the additional equity interests subscribed by the Registered Shareholders in such capital increase. If Noah Investment or the Registered Shareholders breach any of their respective obligations under the Exclusive Support Service Agreement or the Exclusive Option Agreement, Noah Group, as the pledgee, will be entitled to certain rights, including being repaid in priority by the proceeds from auction or sale of the Pledge Equity Interests. The terms of the share pledge are the same as that of Exclusive Option Agreement. The share pledges under the Share Pledge Agreement have been registered with competent branches of the State Administration for Market Regulation. Powers of Attorney. Each of the Registered Shareholders of Noah Investment has executed a power of attorney in September 2007, or the Power of Attorney, respectively, to grant Noah Group or its designee the power of attorney to act on his or her behalf on all matters pertaining to Noah Investment and to exercise all of his or her rights as a shareholder of Noah Investment, including the right to attend shareholders meetings, appoint board members and senior management members, other voting rights and the right to transfer all or a part of his or her equity interests in Noah Investment. The Powers of Attorney shall remain irrevocable and effective during the period that the Registered Shareholders are shareholders of Noah Investment. In the opinion of Zhong Lun Law Firm, our mainland China legal counsel: ● the ownership structure of Noah Investment and Noah Group does not result in a violation of any applicable laws and regulations of mainland China currently in effect; and ● the Contractual Arrangements among Noah Group, Noah Investment, and the Registered Shareholders governed by the laws of mainland China are valid, legal and binding, and do not result in a violation of any applicable laws or regulations of mainland China currently in effect. 97 Table of Contents We have been advised by our mainland China legal counsel that there are certain uncertainties regarding the interpretation and application of the PRC laws, regulations and relevant regulatory measures concerning the foreign investment restrictions and administrative licenses and permits related to various underlying industries, there can be no assurance that the PRC governmental authorities or courts, or other authorities that regulate the businesses and industries the Company engaged in, would agree that its corporate structure or any of the contracts under the Contractual Arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. Consequently, there can be no assurance that the PRC governmental authorities will constantly take a view that is consistent with the above opinion of our mainland China legal counsel. It is uncertain whether any other new laws or regulations of mainland China relating to contractual arrangements will be adopted or if adopted, what they would provide. If our corporate structure and the Contractual Arrangements are deemed by relevant regulatory authority or court to be illegal or invalid, either in whole or in part, we may lose control of the Consolidated Affiliated Entities and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and the Contractual Arrangements are found to be in violation of any existing or future laws or regulations of mainland China, the relevant regulatory authority would have broad discretion to take action in dealing with the violation or failure, in which case, we could be subject to severe penalties, including being prohibited from continuing our operations or unwinding the Contractual Arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Corporate Structure—We are a Cayman Islands holding company primarily operating in mainland China through our subsidiaries and Consolidated Affiliated Entities, including Noah Investment with which we have maintained Contractual Arrangements and its subsidiaries in mainland China. Investors thus are not purchasing, and may never directly hold, equity interests in the Consolidated Affiliated Entities. There are substantial uncertainties regarding the interpretation and application of current and future laws, regulations, and rules of mainland China relating to such agreements that establish the Contractual Arrangements for a portion of our mainland China operations, including potential future actions by the PRC government, which could affect the enforceability of the Contractual Arrangements with Noah Investment and its subsidiaries and, consequently, significantly affect the financial condition and results of operations of our company. If the PRC government finds that such agreements do not comply with laws, regulations, and rules of mainland China, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in Noah Investment and its subsidiaries or forfeit its rights under the Contractual Arrangements.” ​ D. Property, Plant and Equipment Our principal executive offices are located at 333 North Bridge Road, #05-11, Odeon 333, Singapore 188721. Our principal place of business in mainland China is located in our owned office premises with a gross floor area of approximately 72,000 square meters in Shanghai, People’s Republic of China. As of December 31, 2025, we owned a total of three properties, consisting of office premises in Suzhou, Shanghai, and Japan. As of December 31, 2025, we also leased offices in Singapore, Hong Kong, Los Angeles, Silicon Valley, and New York, as well as for our service centers across mainland China. We consider these facilities to be suitable and adequate for current and anticipated management and operations of our business. ​