You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. 98 Table of Contents A. Operating Results Factors Affecting Our Results of Operations Our business is affected by factors relating to general economic conditions and the HNW wealth management services industry in mainland China and other jurisdictions in which we operate, including: ● Levels of individual investable financial assets and HNW population in mainland China. We have benefited from the overall economic growth of mainland China and the corresponding increased levels of individual investable financial assets and growing HNW population. The growth of HNW wealth management services industry depends on the continuation of these trends. ● Client awareness of HNW wealth management services. As Chinese HNW individuals become more sophisticated with respect to their investment strategies and utilizing the value-added services provided by wealth management providers, an increasing number of qualified and experienced wealth management service providers have focused on the development and innovation of investment products, which will further boost the development of the industry. ● Development of capital markets in mainland China. Reforms in the capital markets of mainland China, including establishment of the Shanghai Stock Exchange Science and Technology Innovation Board, the Beijing Stock Exchange and registration-based IPO regime, provide greater exit opportunities for private equity investments. The opening-up to foreign investments also facilitates globalization of mainland China’s capital market and encourages more trading and investment activities. These developments have in turn driven an expansion in the supply of investment products, both of which have furthered the growth of the HNW wealth management services industry. ● Macroeconomics and secondary market. Changes in investment demand or investment preferences brought about by factors such as perceived or actual general economic conditions in mainland China and globally, including but not limited to changes in interest rates, inflation and political uncertainty, or performance of the secondary market could affect demand of our clients for our investment products and our operating results. Furthermore, as a portion of our revenues come from performance-based fees earned by investment product partners, our performance is particularly sensitive to cycles in the secondary market as our investment products primarily consist of mutual fund products and private secondary products. An active and booming secondary market generally provides more exit opportunities for our investments, better investment returns for our clients and more performance-based fees for us. ● Regulatory and policy changes. The wealth management and asset management markets are subject to extensive governmental regulation and policy changes, which may have a material impact on our performance. In particular, in recent years, PRC regulatory authorities published a series of new rules that restrict the issuance of non-standardized credit products, which had a material impact on our product mix, and accordingly affected our revenue structure and operating performance. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—Because the laws and regulations governing the industries of wealth management, asset management and other businesses in mainland China are developing and subject to further change, any failure to obtain or maintain requisite approvals, licenses or permits necessary to conduct our operations or any failure to comply with laws and regulations applicable to our business and services could harm our business.” While our business is influenced by general factors affecting our industry, our operating results are more directly affected by the following Company-specific factors: ● Our ability to expand our client base and enhance client loyalty. Our revenue growth has been driven primarily by the increasing number of clients we serve, especially core clients including diamond and black card clients, and the investment products we offer or distribute to these clients. We maintain and expand our client base primarily through our dedicated team of relationship managers and strategic client center. We strive to enhance our client loyalty by offering attractive investment products, smooth and convenient investment process, various online and offline investor education and other client events. 99 Table of Contents ● Our ability to increase transaction value, AUM and service fee rates. We generate revenues from the transaction value of investment products we distribute and the AUM we manage. Our ability to maintain and increase our transaction value, AUM and service fee rates in turn depends on the following factors: ● Our ability to enhance cooperation with product partners and investment partners. We rely on cooperation with our product partners and investment partners to provide investment products to our clients, and we generate a majority of our revenues from services fees paid by our product partners and investment partners. Our ability to collaborate with leading product partners and investment partners affects our ability to offer attractive products to our clients, maintain and increase our client base, grow our transaction value and AUM and obtain a resilient and favorable revenue structure. In addition, our continued success also depends on our ability to negotiate favorable service fee rates with our product partners and investment partners. ● Our ability to grow our AUM and enhance the performance of investments managed by Gopher and Olive. We generate a substantial portion of revenue from our asset management business, which correspond directly to our domestic and overseas AUM, respectively. Our ability to grow our AUM depends on Gopher and Olive’s investment performance. To the extent that Gopher and Olive’s historical investment performance is not satisfactory, or that Gopher and Olive’s future investment performance is perceived to worsen in either relative or absolute terms, the revenue and profitability of our asset management business will likely decline and our ability to grow existing funds and raise new funds in the future will likely be impaired. ● Our ability to optimize our product mix. As a multi-asset allocator, our ability to adjust and transform our product mix due to evolving economic conditions, risk appetite of our clients and regulatory environment is vital to our business growth. We typically charge different fee rates for different kinds of products we distribute or manage, and our profitability could vary depending on the mix our product offerings. ● Our ability to innovate and effectively invest in technology. Our ability to innovate our products and value-added services and continue investing effectively in technology is key to improving our client experience and enhance client intention and loyalty. By investing in our technology platforms and fulfillment infrastructure cost-efficiently, we also strive to increase our operating efficiency, which also affects our results of operations. ● Our ability to manage risks. Our business operation exposes us to a number of risks, including economic fluctuations, unexpected legal or regulatory changes as well as risks related to our product partners and investment, investment portfolios of the products we distribute or offer, and other business counterparties. Our performance depends on our ability to foresee, identify and effectively manage these risks. In the event of any default or unsatisfactory performance of the investment products we distribute or offer, our performance may be negatively affected even if we do not guarantee the return of the investment products. We have developed various risk management and internal control policies and procedures tailored to the characteristics of our business operations. To manage our investments, we have also established and implemented treasury management policies and procedures. For details of our risk management and internal control policies, see “Item 4 Information on the Company- B. Business Overview- Risk Management and Internal Control.” ● Our ability to enhance efficiency and productivity. The growth of our business will result in substantial demands on our management, operational, technological, financial and other resources. Our ability to control costs and manage working capital is key to our success. Our ability to streamline our operational human resources and improve efficiency of our relationship managers is also important to our business. ● Our ability to recruit and retain our relationship managers in our “Noah Triangles” solution service team. We rely on our relationship managers in our “Noah Triangles” solution service team to distribute investment products and provide asset allocation and comprehensive services to our clients, from which we derive substantially all of our revenues. Our ability to recruit and retain sufficient high quality relationship managers in our “Noah Triangles” solution service team in a cost-effective manner is crucial to our results of operation. 100 Table of Contents ● Our ability to further expand globally. In response to our clients’ increasing demands for overseas investment opportunities, we have cooperated with more overseas partners and increased the number of non-RMB-denominated funds of funds offered. We have built Olive to identify and source USD-denominated private equity funds and private secondary investment products for offshore individuals, with our Hong Kong office focusing on global investments, Silicon Valley office focusing on technology-related venture capital funds and direct investment opportunities, and New York office focusing on U.S. real estate investments. Over the past several years, we have significantly enhanced the competitiveness of our overseas primary market product shelf through the establishment of a dedicated U.S. product center. With the successful launch of Olive in 2024, we believe our global opportunity is significant and we will continue to expand the reach and scope of our products and services in global markets by collaborating with overseas partners and building the depth of our overseas portfolio. Key Performance Indicators We utilize a set of non-financial and financial key performance indicators which our senior management reviews frequently. The review of these indicators facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to react promptly to changing client demands and market conditions. Number of Clients Our revenue growth has been driven primarily by (i) the increasing number of clients we serve, and (ii) the increasing number of our core clients including diamond and black card clients. For our wealth management business, we closely monitor the numbers of both our core clients and active clients as key operating metrics. For our asset management business, the majority of the AUM is sourced from our clients’ investments, so the number of clients will also have an influence on this segment. We assign each of our registered clients a relationship manager, and the number of new clients we may acquire is affected by the breadth of our coverage network. Leveraging our broad coverage network and efficient “Noah Triangle” solution service team, we expect to increase our capability to cultivate and serve new clients, which may result in an increase in the number of new registered and active clients. For details on the number of our clients, see “Item 4. Information on the Company—B. Business Overview—Our Clients.” Transaction Value Transaction value is an operating metric specifically related to our wealth management business. It refers to the aggregate value of the investment products we distribute in a given period, which in turn affects the amount of our revenue, primarily one-time commissions and recurring service fees. We provide to our clients four types of investment products that are originated and distributed in and outside of mainland China, (i) mutual fund products, (ii) private secondary products, (iii) private equity products, and (iv) other products we distribute, provide or manage but cannot be classified into any of the above product categories. The product type determines whether we can receive one-time commissions, recurring service fees and/or performance-based income. For most investment products, we are entitled to one-time commissions and recurring service fees shared by fund managers over the duration of the investment in the products, and, in some cases, performance-based income shared by fund managers when determined. 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 ​ 101 Table of Contents Over the last three years, our product mix has evolved due to the economic and market cycles in mainland China and the changing regulatory environment. From the third quarter of 2019, we ceased the offering of private credit products (classified in “other products” in the table above) and transitioned to offer more standardized public securities products. This decision was based on a combination of (i) our understanding and anticipation of the changing regulatory and market environment, and (ii) our commercial evaluation of the risks related to private credit products. Our transaction value decreased by 13.8% from RMB74.1 billion in 2023 to RMB63.9 billion in 2024, primarily due to a decrease in distribution of domestic mutual fund products. Our transaction value increased by 5.0% from RMB63.9 billion in 2024 to RMB67.0 billion (US$9.6 billion) in 2025, primarily due to an increase in distribution of private secondary products. AUM We measure the performance of our asset management business primarily through AUM. AUM determines the recurring service fees and performance-based income that we are able to collect over the life cycle of the investment products managed by us. 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. Our total AUM decreased from RMB154.6 billion as of December 31, 2023 to RMB151.5 billion as of December 31, 2024, primarily due to decrease in our management of domestic private equity assets. Our total AUM decreased from RMB151.5 billion as of December 31, 2024 to RMB141.7 billion (US$20.3 billion) as of December 31, 2025, primarily due to a net decrease in domestic private equity products we managed. 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. For our asset management business, Gopher /Olive develops and manages alternative investments with underlying assets in mainland China and overseas, denominated in Renminbi and foreign currencies, respectively. Historically, it developed and managed principally FOFs which invest in third-party managed funds, but it is also increasingly making direct investments in portfolio companies and co-investments with fund managers. Gopher /Olive also manages feeder funds that invest in certain single third-party managed master funds. Gopher /Olive focuses on the following categories of investments across different types of asset classes: ● private equity investments, including investments in the leading domestic and overseas private equity and venture capital funds through FOFs, feeder funds and S funds, as well as direct and co-investments in companies and projects with investment partners; ● public securities investments, mainly including target strategy funds, secondary market equity and bond FOF and MoM investments which are sub-advised by outside fund managers, direct investments in listed companies as well as U.S. Dollar cash management products managed by Gopher /Olive; ● real estate investments, including funds primarily investing in commercial real estate properties such as office buildings in mainland China, as well as rental residential developments in the U.S., in the form of equity investments; and ● multi-strategy investments that invest in different types of assets, such as stocks, bonds, real estate or cash to create a nimbler and broadly diversified portfolio. We use asset allocation principles to build multi-asset portfolios and multi or single family office accounts. 102 Table of Contents The table below summarizes our AUM and typical management fee rates chargeable by asset management services provided by Gopher for the last three years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ Typical ​ ​ ​ ​ ​ Typical ​ ​ ​ ​ ​ Typical ​ ​ ​ ​ ​ ​ management ​ ​ ​ ​ ​ management ​ ​ ​ ​ ​ management ​ ​ ​ ​ ​ ​ ​ ​ fee rates ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ fee rates ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ fee rates ​ ​ ​ RMB ​ ​ ​ % ​ (in billions, except for percentages) Product type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private equity investments 0.5%-2.1% ​ 132.2 ​ 85.5 ​ 0.5%-2.0% ​ 131.5 ​ 86.8 ​ 0.7%-2.0% ​ 127.0 ​ 89.6 Public securities investments 0.1%-2.1% ​ 11.5 ​ 7.4 ​ 0.1%-1.9% ​ 9.4 ​ 6.2 ​ 0.1%-1.0% ​ 8.6 ​ 6.1 Real estate investments 0.5%-3.0% ​ 6.2 ​ 4.0 ​ 0.5%-3.0% ​ 6.2 ​ 4.1 ​ 0.7%-3.0% ​ 4.1 ​ 2.9 Multi-strategies investments 0.5%-1.0% ​ 4.2 ​ 2.8 ​ 0.5%-1.0% ​ 3.9 ​ 2.6 ​ 0.5%-1.0% ​ 2.0 ​ 1.4 Other investments — ​ 0.5 ​ 0.3 ​ — ​ 0.5 ​ 0.3 ​ — ​ — ​ — All products ​ ​ 154.6 ​ 100.0 ​ ​ ​ 151.5 ​ 100.0 ​ ​ ​ 141.7 ​ 100.0 ​ Except for public securities investments, all AUMs are booked at cost basis, and reflect no mark-to-market effect during the years indicated. Long-duration private equity investments represent an increasing portion of the total AUM, which we expect to help us receive more consistent revenue from recurring service fees. Private equity investments as a percentage of total AUM grew from 85.5% as of December 31, 2023 to 86.8% as of December 31, 2024, and further grew to 89.6% as of December 31, 2025, primarily due to the accumulation effect for the strategy of fund investments with a long duration. Gopher has also been focusing on developing our co-investment and direct investment capabilities in recent years and expect such investments to increase in the future, further increasing the fee rate we could charge from clients. From the third quarter of 2019, Gopher ceased the offering of private credit products and transitioned to offer more standardized public securities products. As a result, the private credit products (classified in “other investments” in the table above) accounted for only an insignificant portion in Gopher’s total AUM, representing 0.3%, 0.3% and nil as of December 31, 2023, 2024 and 2025, respectively. The percentage of public securities products in Gopher’s total AUM remained relatively stable at 7.4%, 6.2% and 6.1% as of December 31, 2023, 2024 and 2025, respectively. For domestic real estate investments, Gopher has strategically changed the investment strategy over the past few years, gradually shifting from residential real estate to commercial real estate domestically, due to the evolving risks and reward profile of these investments. Meanwhile, Gopher expanded its offshore real estate investments in the United States over the past few years, focusing on multi-family real estate investments. In addition, over 75% of our total AUM as of December 31, 2025 can generate performance-based income if the investment returns exceed certain thresholds, which are typically recorded when underlying investments are exited and monetized. Furthermore, in response to client demands for more overseas investment opportunities, we are cooperating with more overseas partners in various asset classes and increased the amount of overseas investment. Our overseas AUM managed by Gopher GP were RMB36.0 billion, RMB42.6 billion and RMB42.4 billion (US$6.1 billion), respectively, representing 23.3%, 28.1% and 29.9% of our total AUM for asset management business as of December 31, 2023, 2024 and 2025, respectively. Components of Results of Operations Revenues We provide comprehensive financial services using wealth management and asset management models, through our subsidiaries and Consolidated Affiliated Entities to our clients. We present the financial information of these businesses for the years ended December 31, 2023, 2024 and 2025 for consistent comparison and providing investors with a comprehensive understanding of our operation and financial trends. A description of our wealth management and asset management businesses is set forth below. 103 Table of Contents Revenue from the Wealth Management Business When a client purchases an investment product recommended by the wealth management branch, the client typically subscribes for a fund managed by the relevant product provider. In connection with the purchase, our wealth management branch is entitled to receive fees from the fund or product provider for services provided and derive revenue accordingly, which include: a. from the fund, one-time commissions for fund-raising services that the wealth management branch provides to the fund at the establishment of the fund; b. from the fund, recurring service fees for continuous portfolio management services provided to the fund over the duration of the fund, which is paid to us on a regular basis (typically quarterly, semi-annually or annually); c. in certain cases when we do not receive the recurring service fee from the fund in clause b., from the product provider, a portion of the recurring service fees received by the product provider from the fund for continuous portfolio management services provided, in connection with the product distribution agreement with the relevant product provider, which is paid to us over the duration of the fund on a regular basis (typically quarterly, semi-annually or annually); and d. in certain cases, from the product provider, a portion of the performance-based income received by the product provider for continuous portfolio management services provided from the fund, in connection with the product distribution agreement with the relevant product provider, which is based on the extent to which the fund’s investment performance exceeds a certain threshold, which is also known as “carry”. We also earn one-time commissions from insurance companies by referring clients to purchase insurance products from them. Revenue from the Asset Management Business When the investment product that the client purchases is offered by Gopher /Olive, Gopher /Olive is entitled to receive fees as the fund manager, and derive revenue accordingly, which include: a. from the fund, one-time commissions, when the investment product was primarily distributed directly by Gopher /Olive, instead of the wealth management branch, for fund-raising services provided to the fund. Most of Gopher and Olive products were distributed by the wealth management branch during the three years ended December 31, 2023, 2024 and 2025. b. from the fund, recurring service fees for fund management services provided to the fund; c. from the fund, carry (as performance-based income) for fund management services provided to the fund and as an incentive for fund manager to achieve excess return, which is based on the extent to which the fund’s investment performance exceeds a certain threshold; and Gopher and Olive, each as a proprietary product provider, enters into agreements on an arm’s length basis with our wealth management branch for product distribution, and in accordance with such agreements, shares a portion of recurring service fees and performance-based income with the wealth management branch in certain cases. To the extent of recurring service fees and performance-based income are shared with the wealth management branch, such intra-group revenue are deducted from our consolidated statements of operations. The above revenue model descriptions reflect the various contractual agreements for fee sharing among parties. The fees received by us are ultimately born by our clients, as when the client subscribes to the fund, the client agrees that the fund pays Noah’s wealth management branch and/or the relevant product provider, including Gopher /Olive, for services provided to the fund. 104 Table of Contents The following table summarizes our revenues from both business models: ​ ​ ​ ​ Wealth Management Model ​ ​ ​ Asset Management Model One-time commissions ​ From the fund or product provider–For fund raising services of products distributed by Noah UprightFrom insurance companies–For client referral services ​ From the fund–For fund raising services of products directly placed by Gopher /Olive Recurring service fees ​ From the fund and/or product provider​ ​ From the fund–For fund management services and portfolio management services provided Performance-based income ​ From the product provider–For portfolio management services provided ​ From the fund–For fund management services and portfolio management services provided ​ In addition, we also receive other service fees derived from comprehensive financial services we provide in the wealth management model and other services. The table below sets out one-time commissions of the different types of investment products that we distributed during the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in thousands of RMB) One-time Commissions ​ ​ ​ Private secondary products(1) 37,974 47,394 125,626 Private equity products(1) 26,467 38,609 32,175 Mutual fund products(1) 10,445 4,540 4,758 Insurance products(2) 1,014,267 545,003 418,980 Others(1) 50 — — Total 1,089,203 635,546 581,539 Notes: (1) One-time commissions generated on these types of products other than insurance products represent the one-off fees we receive for distributing such products. Clients typically make an upfront payment at the beginning for subscribing for these products, and we receive a commission based on a percentage of the subscription price from the product providers or the funds. No renewal payment needs to be made from clients. (2) One-time commissions generated on insurance products represent the aggregation of the first-year commission and a best estimate of the commissions we may be entitled to receive during the renewal periods. 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. 105 Table of Contents In 2023, 2024 and 2025, we generated one-time commissions of RMB1,089.2 million, RMB635.5 million and RMB581.5 million, respectively. All revenue generated from the distribution of insurance products was recorded as one-time commissions, contributing 93.1%, 85.8% and 72.0%, respectively, of the total one-time commissions during these years. With the easing of pandemic-related travel restriction in mainland China in late December 2022, more mainland Chinese clients were able to travel to Hong Kong and Singapore to purchase insurance products, leading to a 93.0% increase of one-time commissions generated from insurance products in 2023. The one-time commissions from insurance products decreased by 46.3% from 2023 to 2024, mainly due to decreases in revenue from distribution of domestic insurance products. In line with a 43.4% increase of transaction value of private equity products, the one-time commissions generated from distributing private equity products also increased by 45.9% from 2023 to 2024. In line with a 17.3% decrease of transaction value of mutual fund products, the one-time commissions generated from distributing mutual fund products also decreased by 56.5% from 2023 to 2024. The one-time commissions from private secondary products increased by 24.8%, mainly due to increases in fee rates from 2023 to 2024. The one-time commissions from insurance products decreased by 23.1% from 2024 to 2025, mainly due to decreases in revenue from distribution of overseas insurance products. The one-time commissions from private equity products decreased by 16.7% from 2024 to 2025, mainly due to decreases in fee rates from 2024 to 2025. The one-time commissions from mutual fund products increased by 4.8% from 2024 to 2025, mainly due to increases in fee rates from 2024 to 2025 In line with a 42.9% increase of transaction value of private secondary products, the one-time commissions generated from distributing private secondary products also increased by 165.1% from 2024 to 2025. Revenues Organized under Segmentation Adopted in the Fourth Quarter of 2024 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. We generate revenues primarily from: ● Domestic public securities. The business that distributes mutual funds, which are publicly-raised, public securities investment funds, and private secondary products, which are privately-raised investment funds with underlying assets consisting of publicly listed securities and bonds in the secondary market, under Noah Upright. In 2024, this segment concentrated on developing an “online-first, offline-supported” business model, with the goal of facilitating global asset allocation through RMB-denominated products. ● Domestic asset management. The business that manages RMB-denominated private equity funds, which include various PE/VC funds managed by third parties or by us and real estate equity funds, and private secondary products, under Gopher. Our domestic asset management operations 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 2024, 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 and growing our secondary market asset management business. ● Domestic insurance. The business that distributes domestic insurance products, consisting mainly of life and health insurance products, under Glory. In 2025, revenue from this segment was impacted by adjustments to our sales team structure and a strategic shift in product focus. While the transition to a new model will require time to be reflected in our financial results, we believe this restructuring positions the business for long-term, stable growth. We expect to prioritize the recruitment of commission-only brokers to drive the distribution of health and retirement insurance products to strengthen this segment’s potential. ● Overseas wealth management. The business that provides offline and online wealth management services under ARK Wealth Management. By the end of 2025, our overseas registered client base exceeded 19,000, representing a 13.2% year-over-year increase. The number of active clients surpassed 6,000, representing a 12.4% year-over-year increase. We continue to deepen our coverage in key markets while expanding our client base through both existing relationship and new client acquisition. ​ 106 Table of Contents ● Overseas asset management. The business that manages USD-denominated private equity funds and private secondary products under Olive. Over the past several years, we have significantly enhanced the competitiveness of our overseas primary market product shelf through the establishment of a dedicated U.S. product center. 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. We continue to strengthen our global alternative investment capabilities to meet the evolving needs of our clients. ● Overseas insurance and comprehensive services. The business that provides comprehensive overseas services, such as insurance, trust services and other services under Glory Family Heritage. We actively explore new business models in the overseas insurance market and expand our insurance offerings from Hong Kong to other international markets. We also enhance our client acquisition efforts by recruiting licensed, commission-only brokers. In addition to these six segments, we also derive revenues from our headquarters, through which we conduct our general corporate operations. These operations are not directly allocated to one of the aforementioned six business segments. See “—Financial Results—Net Revenues and Operating Costs and Expenses” for detailed financial information. Operating Costs and Expenses Our financial conditions and operating results are directly affected by our operating cost and expenses, primarily consisting of (i) compensation and benefits, including salaries and commissions for our relationship managers, share-based compensation expenses, performance-based bonuses, and other employee salaries and bonuses, (ii) selling expenses, (iii) general and administrative expenses, (iv) provision for credit losses, and (v) other operating expenses, which are partially offset by the receipt of government subsidies. Our operating costs and expenses are primarily affected by several factors, including the number of our employees, rental expenses and certain non-cash charges. Compensation and Benefits Compensation and benefits mainly include salaries and commissions for our relationship managers, salaries and bonuses for investment professionals and other employees, share-based compensation expenses for our employees and directors, and bonuses related to performance-based income. The number of our employees was 2,583, 1,990 and 1,778 as of December 31, 2023, 2024 and 2025, respectively. Considering the macro volatility, we implemented more strict cost control to improve operating efficiency, as a result of which our headcount decreased from 2023 to 2024 and further to 2025. We anticipate continuing our investments in talent but will still closely monitor our headcount to maintain high operating efficiency. In 2023, 2024 and 2025, we incurred relationship managers’ compensation of RMB655.5 million, RMB562.5 million and RMB498.5 million (US$71.3 million), respectively, representing 19.9%, 21.6% and 19.1% of our net revenues in the same periods, respectively. We anticipate that the compensation and benefits of our relationship managers will continue to be a significant portion of our costs and expenses as we continue to rely on our relationship managers to distribute more investment products. Share-based compensation expenses include grants and vesting of stock options and restricted share units to our employees and directors. We adopted two share incentive plans in 2008 and 2010, and replaced both with a new share incentive plan in 2017, which was terminated when our 2022 Share Incentive Plan was approved and adopted in December 2022. For more information, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” We expect to incur additional share-based compensation expenses relating to share options or restricted share units in the future as we plan to continue to grant share options or restricted share units to our employees and directors. Share-based compensation expenses were included in compensation and benefits in 2023, 2024 and 2025. The following table sets forth our share-based compensation expenses both in absolute amounts and as a percentage of net revenues for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ % ​ ​ (in thousands, except for percentages) Share options ​ 1,883 ​ 0.1 ​ (1,230) ​ — ​ (267) ​ (38) ​ — Restricted share units ​ 9,647 ​ 0.3 ​ 110,260 ​ 4.2 ​ 67,148 ​ 9,602 ​ 2.6 Total share-based compensation ​ 11,530 ​ 0.3 ​ 109,030 ​ 4.2 ​ 66,881 ​ 9,564 ​ 2.6 ​ 107 Table of Contents Selling Expenses Our selling expenses primarily include (i) expenses associated with the operations of service centers, such as rental expenses, and (ii) expenses for online and offline marketing activities. We operated service centers in 44, 11 and 16 cities in mainland China as of December 31, 2023, 2024 and 2025, respectively. General and Administrative Expenses Our general and administrative expenses primarily include rental and related expenses of our leased office spaces and professional service fees. The main items include rental expenses for our headquarters and offices, depreciation expenses and consulting expenses, among others. Provision for Credit Losses Provision for credit losses represents net changes of the allowance for loan losses as well as other financial assets. Our provision for credit losses was recorded primarily in connection with the Camsing Incident and loan receivables. Other Operating Expenses Our other operating expenses mainly include various expenses incurred directly in relation to our other service fees. Government Subsidies Government subsidies are cash subsidies received in mainland China from local governments as incentives for investing and operating in certain local districts. Such subsidies are used by us for general corporate purposes and are reflected as an offset to our operating costs and expenses. Taxation The Cayman Islands We are an exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. In addition, payments of capital or dividends in respect of our shares are not subject to withholding tax in the Cayman Islands. Gains derived from the disposal of our shares are not subject to Cayman Islands income or corporation tax. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax, estate duty, or inheritance tax. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands. Singapore Our subsidiaries incorporated in Singapore are subject to Singapore tax law at the corporate tax rate at 17% on the assessable income arising in Singapore during its tax year. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, the first HK$2 million of profits earned by the qualifying group entities incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. The profits of group entities incorporated in Hong Kong not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. In addition, payments of dividends from Hong Kong subsidiaries to their shareholders are not subject to any Hong Kong withholding tax. 108 Table of Contents PRC On March 23, 2016, the Ministry of Finance and the State Administration of Taxation 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 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 VAT, in lieu of business tax. Our mainland China subsidiaries and the Consolidated Affiliated Entities are subject to VAT and related surcharges including urban maintenance and construction tax (with 1%, 5%, or 7% of VAT based on different locations), education surtax (3% of VAT) and local education surtax (2% of VAT) on the services provided in mainland China. As VAT liability is excluded when calculating net revenues, our net revenues are total revenues, net only of VAT related surcharges, which range from 7% to 13% of VAT liabilities. The VAT and related surcharges in the amounts of RMB23.1 million, RMB20.4 million and RMB19.5 million (US$2.8 million) were deducted from our total revenues in 2023, 2024 and 2025, respectively. According to Circular 36, applicable VAT rates include 3%, 6%, 11%, and 17%, and the applicable value-added rate for our mainland China subsidiaries and the Consolidated Affiliated Entities is 6%. The VAT tax rates of 11% and 17% were reduced to 10% and 16%, respectively, from May 1, 2018 and to 9% and 13% from April 1, 2019. In addition, our mainland China subsidiaries and the Consolidated Affiliated Entities are subject to mainland China enterprise income tax on their taxable income in accordance with the relevant mainland China income tax laws with a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises since January 1, 2008, except where a special preferential rate applies. Under the EIT Law, enterprises that are established under the laws of foreign countries or regions and whose “de facto management bodies” are located within the territory of mainland China are considered mainland China resident enterprises, and will be subject to the mainland China enterprise income tax at the rate of 25% on their worldwide income. Under the EIT Implementation Rules, “de facto management bodies” are defined as the bodies that have full and substantial control and overall management over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The dividends we receive from our mainland China subsidiaries may be subject to mainland China tax under the PRC Enterprise Income Tax Law, which would have a material adverse effect on our financial condition and results of operations. In addition, if we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” For more information on mainland China tax regulations, see “Item 4. Information on the Company—B. Business Overview—Regulations in China—Regulations on Tax.” 109 Table of Contents Financial Results The following table sets forth a summary of our consolidated results of operations for the years indicated. The information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Revenues ​ ​ ​ ​ Revenues from others: ​ ​ ​ ​ One-time commissions 1,072,838 ​ 614,258 ​ 574,255 ​ 82,117 Recurring service fees 707,580 ​ 631,505 ​ 624,589 ​ 89,315 Performance-based income 16,344 ​ 47,841 ​ 116,247 ​ 16,623 Other service fees 270,579 ​ 186,108 ​ 161,299 ​ 23,065 Total revenues from others 2,067,341 ​ 1,479,712 ​ 1,476,390 ​ 211,120 Revenues from funds Gopher/Olive manages: ​ ​ ​ ​ One-time commissions 16,365 ​ 21,288 ​ 7,284 ​ 1,042 Recurring service fees 1,112,850 ​ 1,015,436 ​ 990,515 ​ 141,642 Performance-based income 121,265 ​ 104,898 ​ 155,598 ​ 22,250 Total revenues from funds Gopher/Olive manages 1,250,480 1,141,622 1,153,397 164,934 Total Revenues 3,317,821 ​ 2,621,334 ​ 2,629,787 ​ 376,054 Less: VAT related surcharges (23,125) ​ (20,352) ​ (19,547) ​ (2,795) Net Revenues 3,294,696 ​ 2,600,982 ​ 2,610,240 ​ 373,259 Operating costs and expenses: ​ ​ ​ ​ Compensation and benefits (1,456,753) ​ (1,349,451) ​ (1,216,552) ​ (173,965) Selling expenses (485,778) ​ (269,038) ​ (242,808) ​ (34,721) General and administrative expenses (275,727) ​ (296,751) ​ (305,590) ​ (43,699) (Provision for)/ reversal of credit losses ​ 7,028 ​ (23,882) ​ (52,226) ​ (7,468) Other operating expenses (112,506) ​ (93,210) ​ (62,872) ​ (8,991) Government subsidies 126,955 ​ 65,239 ​ 46,472 ​ 6,645 Total operating costs and expenses (2,196,781) ​ (1,967,093) ​ (1,833,576) ​ (262,199) Income from operations: 1,097,915 ​ 633,889 ​ 776,664 ​ 111,060 Other income (expense): ​ ​ ​ ​ Interest income 161,926 ​ 155,751 ​ 127,547 ​ 18,239 Investment (loss) income (61,486) ​ 50,152 ​ 32,254 ​ 4,612 Reversal of settlement expenses ​ — ​ 12,454 ​ 956 ​ 137 Contingent legal expense, net (reversal) — ​ 14,000 ​ (50,182) ​ (7,176) Other income (expense), net 10,892 ​ 1,359 ​ (30,814) ​ (4,406) Total other income 111,332 ​ 233,716 ​ 79,761 ​ 11,406 Income before taxes and income from equity in affiliates 1,209,247 867,605 856,425 122,466 Income tax expense (262,360) ​ (268,591) ​ (297,811) ​ (42,586) Income (loss) from equity in affiliates 54,128 (112,010) (1,395) (199) Net income 1,001,015 ​ 487,004 ​ 557,219 ​ 79,681 Less: net (loss) income attributable to non-controlling interests (8,479) 11,559 (1,638) (234) Net income attributable to Noah’s shareholders 1,009,494 475,445 558,857 79,915 ​ ​ 110 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Total Revenues. Our total revenue remained relatively stable from RMB2,621.3 million in 2024 to RMB2,629.8 million (US$376.1 million) in 2025. Operating Costs and Expenses. Our operating costs and expenses decreased by 6.8% from RMB1,967.1 million in 2024 to RMB1,833.6 million (US$262.2 million) in 2025. The decrease in operating costs and expenses was primarily driven by our cost control strategy on employee compensation in 2025. Other Income. Our total other income decreased by 65.9% from RMB233.7 million in 2024 to RMB79.8 million (US$11.4 million) in 2025. The decrease in other income was primarily attributable to an increase in contingent litigation expenses related to the Camsing Incident, as well as higher exchange losses arising from foreign exchange fluctuations. Interest Income. The interest income decreased by 18.1% from RMB155.8 million in 2024 to RMB127.5 million (US$18.2 million) in 2025. The interest income from cash and cash equivalents denominated in Renminbi decreased by 46.7% from RMB39.8 million in 2024 to RMB21.2 million (US$3.0 million) in 2025. The interest income from cash and cash equivalents denominated in US dollars decreased by 8.3% from RMB116.0 million in 2024 to RMB106.3 million (US$15.2 million) in 2025. Income Tax Expense. Income tax expense increased by 10.9% from RMB268.6 million in 2024 to RMB297.8 million (US$42.6 million) in 2025, primarily due to higher effective tax rate in 2025. Net Income attributable to Noah’s Shareholders. Due to the foregoing, the net income attributable to Noah’s shareholders increased by 17.5% from RMB475.4 million in 2024 to RMB558.9 million (US$79.9 million) in 2025. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Total Revenues. Our total revenue decreased by 21.0% from RMB3,317.8 million in 2023 to RMB2,621.3 million in 2024. The decrease in total revenues was primarily due to a decrease in one-time commissions associated with Noah’s wealth management business. Operating Costs and Expenses. Our operating costs and expenses decreased by 10.5% from RMB2,196.8 million in 2023 to RMB1,967.1 million in 2024. The decrease in operating costs and expenses was primarily driven by cost control measures implemented. Other Income. Our total other income increased by 109.9% from RMB111.3 million in 2023 to RMB233.7 million in 2024. The increase in other income was primarily attributable to unrealized income from fair value changes on certain equity investments. Interest Income. The interest income decreased by 3.8% from RMB161.9 million in 2023 to RMB155.8 million in 2024. The interest income from cash and cash equivalents denominated in Renminbi decreased by 31.5% from RMB58.1 million in 2023 to RMB39.8 million in 2024, mainly due to the final dividend payment in 2024, which led to a 40.5% decrease in our Renminbi denominated cash balance. The interest income from cash and cash equivalents denominated in US dollars increased by 11.7% from RMB103.9 million in 2023 to RMB116.0 million in 2024. Income Tax Expense. Income tax expense increased by 2.4% from RMB262.4 million in 2023 to RMB268.6 million in 2024, primarily due to increases in effective tax rate relating to dividend withholding tax and certain unrealized tax losses in mainland China. Net Income attributable to Noah’s Shareholders. Due to the foregoing, the net income attributable to Noah’s shareholders decreased by 52.9% from RMB1,009.5 million in 2023 to RMB475.4 million in 2024. 111 Table of Contents Noah Holdings Limited Segment Condensed Income Statements (Audited) Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Overseas ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ Domestic ​ ​ ​ Overseas ​ Overseas ​ insurance and ​ ​ ​ ​ ​ ​ public ​ asset ​ Domestic ​ wealth ​ asset ​ comprehensive ​ ​ ​ ​ ​ ​ securities ​ management ​ insurance ​ management ​ management ​ services ​ Headquarters(1) ​ Total ​ ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ Revenues from others ​ ​ ​ ​ ​ ​ ​ ​ One-time commissions 53,152 1,243 18,772 320,221 30,264 150,603 — 574,255 Recurring service fees 352,345 143,040 — 38,765 90,439 — — 624,589 Performance-based income 115,467 630 — — 150 — — 116,247 Other service fees — — — 65,782 — 28,191 67,326 161,299 Total revenues from others 520,964 144,913 18,772 424,768 120,853 178,794 67,326 1,476,390 Revenues from funds Gopher/Olive manages ​ ​ ​ ​ ​ ​ ​ ​ One-time commissions 6,682 188 — 290 124 — — 7,284 Recurring service fees 40,708 541,537 — 122,482 285,788 — — 990,515 Performance-based income 1,923 6,505 — — 147,170 — — 155,598 Total revenues from funds Gopher/Olive manages 49,313 548,230 — 122,772 433,082 — — 1,153,397 Total revenues 570,277 693,143 18,772 547,540 553,935 178,794 67,326 2,629,787 Less: VAT related surcharge (3,788) (675) (124) — — — (14,960) (19,547) Net revenues 566,489 692,468 18,648 547,540 553,935 178,794 52,366 2,610,240 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ Compensation and benefits ​ ​ ​ ​ ​ ​ ​ ​ Relationship manager compensation (107,156) (45,299) (15,462) (254,769) (44,221) (31,547) — (498,454) Other compensations (26,423) (63,870) (22,190) (79,764) (63,510) (48,202) (414,139) (718,098) Total compensation and benefits (133,579) (109,169) (37,652) (334,533) (107,731) (79,749) (414,139) (1,216,552) Selling expenses (17,279) (9,405) (5,025) (59,625) (30,361) (18,680) (102,433) (242,808) General and administrative expenses (898) (10,154) (10,034) (5,829) (5,829) (6,516) (266,330) (305,590) (Reversal of) provision for credit losses 2,424 (9,071) — — — 5,356 (50,935) (52,226) Other operating expenses (1,757) 1,891 (406) (4,888) (807) (25,284) (31,621) (62,872) Government subsidies 11,977 9,705 12 — 11 22 24,745 46,472 Total operating costs and expenses (139,112) (126,203) (53,105) (404,875) (144,717) (124,851) (840,713) (1,833,576) Income (loss) from operations 427,377 566,265 (34,457) 142,665 409,218 53,943 (788,347) 776,664 (1) The financial information shown under “Headquarters” represents the revenues and operating cost and expenses generated by our headquarters which cannot be allocated to the six business segments. 112 Table of Contents Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Overseas ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ Domestic ​ ​ ​ Overseas ​ Overseas ​ insurance and ​ ​ ​ ​ ​ public ​ asset ​ Domestic ​ wealth ​ asset ​ comprehensive ​ ​ ​ ​ ​ securities ​ management ​ insurance ​ management ​ management ​ services ​ Headquarters(1) ​ Total ​ ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 ​ RMB’000 Revenues: Revenues from others One-time commissions 18,619 1,354 43,204 435,937 14,785 100,359 — 614,258 Recurring service fees 365,992 188,545 — 22,694 52,952 — 1,322 631,505 Performance-based income 38,058 4,908 — — 4,875 — — 47,841 Other service fees — — — 89,846 — 38,507 57,755 186,108 Total revenues from others 422,669 194,807 43,204 548,477 72,612 138,866 59,077 1,479,712 Revenues from funds Gopher/Olive manages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-time commissions 13,358 — — 5,551 2,379 — — 21,288 Recurring service fees 56,441 556,742 — 120,669 281,584 — — 1,015,436 Performance-based income 1,301 21,659 — — 81,938 — — 104,898 Total revenues from funds Gopher/Olive manages 71,100 578,401 — 126,220 365,901 — — 1,141,622 Total revenues 493,769 773,208 43,204 674,697 438,513 138,866 59,077 2,621,334 Less: VAT related surcharge (5,017) (1,101) (337) — — — (13,897) (20,352) Net revenues 488,752 772,107 42,867 674,697 438,513 138,866 45,180 2,600,982 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation and benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Relationship manager compensation (128,189) (71,316) (53,904) (294,973) (3,730) (10,411) — (562,523) Other compensations (42,730) (80,182) (41,280) (154,506) (55,104) (46,253) (366,873) (786,928) Total compensation and benefits (170,919) (151,498) (95,184) (449,479) (58,834) (56,664) (366,873) (1,349,451) Selling expenses (8,429) (10,574) (5,599) (106,175) (22,321) (12,177) (103,763) (269,038) General and administrative expenses (2,012) (12,807) (23,696) (13,589) (3,759) (7,307) (233,581) (296,751) Provision for credit losses (88) (10,083) — — — (7,307) (6,404) (23,882) Other operating expenses (1,771) (23,829) (449) — — (9,944) (57,217) (93,210) Government subsidies 13,448 10,796 479 — — — 40,516 65,239 Total operating costs and expenses (169,771) (197,995) (124,449) (569,243) (84,914) (93,399) (727,322) (1,967,093) Income (loss) from operations 318,981 574,112 (81,582) 105,454 353,599 45,467 (682,142) 633,889 (1) The financial information shown under “Headquarters” represents the revenues and operating cost and expenses generated by our headquarters which cannot be allocated to the six business segments. 113 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Domestic Public Securities Total Revenue. Our total revenue for the domestic public securities segment increased by 15.5% from RMB493.8 million in 2024 to RMB570.3 million (US$81.5 million) in 2025, primarily due to an increase in one-time commissions generated from distribution of private secondary products and an increase in performance-based income from private secondary products. Operating Costs and Expenses. Our operating costs and expenses for the domestic public securities segment decreased by 18.1% from RMB169.8 million in 2024 to RMB139.1 million (US$19.9 million) in 2025, primarily attributable to our cost-control measures on employee compensation implemented in 2025. Domestic Asset Management Total Revenue. Our total revenue for the domestic asset management segment decreased by 10.4% from RMB773.2 million in 2024 to RMB693.1 million (US$99.1 million) in 2025, primarily due to a decrease in private equity products AUM in mainland China. Operating Costs and Expenses. Our operating costs and expenses for the domestic asset management segment decreased by 36.3% from RMB198.0 million in 2024 to RMB126.2 million (US$18.0 million) in 2025, primarily attributable to our cost-control measures on employee compensation implemented in 2025 and a decrease in one-off expenses Gopher paid to one of its funds as general partner. Domestic Insurance Total Revenue. Our total revenue for the domestic insurance segment decreased by 56.6% from RMB43.2 million in 2024 to RMB18.8 million (US$2.7 million) in 2025, primarily due to a decrease in distribution of domestic insurance products. Operating Costs and Expenses. Our operating costs and expenses for the domestic insurance segment decreased by 57.3% from RMB124.4 million in 2024 to RMB53.1 million (US$7.6 million) in 2025, consistent with the decline in revenue from our domestic insurance business. Overseas Wealth Management Total Revenue. Our total revenue for the overseas wealth management segment decreased by 18.8% from RMB674.7 million in 2024 to RMB547.5 million (US$78.3 million) in 2025, primarily due to a decrease in one-time commissions from distribution of our products. Operating Costs and Expenses. Our operating costs and expenses for the overseas wealth management segment decreased by 28.9% from RMB569.2 million in 2024 to RMB404.9 million (US$57.9 million) in 2025, primarily attributable to our cost-control measures on employee compensation implemented in 2025, as well as a corresponding decrease in relationship manager commissions resulting from a reduction in one-time commissions. Overseas Asset Management Total Revenue. Our total revenue for the overseas asset management segment increased by 26.3% from RMB438.5 million in 2024 to RMB553.9 million (US$79.2 million) in 2025, primarily due to an increase in recurring service fees and performance-based income generated from overseas investment products managed by Olive. Operating Costs and Expenses. Our operating costs and expenses for the overseas asset management segment increased by 70.4% from RMB84.9 million in 2024 to RMB144.7 million (US$20.7 million) in 2025, consistent with the growth in revenues from overseas investment products managed by Olive. 114 Table of Contents Overseas Insurance and Comprehensive Services Total Revenue. Our total revenue for the overseas insurance and comprehensive services segment increased by 28.8% from RMB138.9 million in 2024 to RMB178.8 million (US$25.6 million) in 2025, primarily due to an increase in commissions gained from distribution of overseas insurance products by commission-only brokers. Operating Costs and Expenses. Our operating costs and expenses for the overseas insurance and comprehensive services segment increased by 33.7% from RMB93.4 million in 2024 to RMB124.9 million (US$17.9 million) in 2025, primarily due to higher costs incurred by commission-only brokers in relation to our overseas insurance business. Headquarters Total Revenue. Our total revenue for Headquarters increased by 14.0% from RMB59.1 million in 2024 to RMB67.3 million (US$9.6 million) in 2025, primarily due to more value-added services that we offered to our HNW clients. Operating Costs and Expenses. Our operating costs and expenses for Headquarters increased by 15.6% from RMB727.3 million in 2024 to RMB840.7 million (US$120.2 million) in 2025, primarily due to an increase in provision for credit losses related to the suspended lending business. While we have adopted a refined segmentation approach in the fourth quarter of 2024, for comparison and analytical purposes, we continue to present our financial performance under wealth management, asset management and other businesses, in line with our business model. This presentation facilitates a consistent comparison of revenue generated under such businesses for the years ended December 31, 2023, 2024 and 2025, providing investors with a comprehensive understanding of our operational and financial trends during these years. Wealth Management ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Revenues ​ ​ ​ ​ ​ ​ ​ ​ Revenues from others: ​ ​ ​ ​ ​ ​ ​ ​ One-time commissions 1,072,838 ​ 614,258 ​ 574,255 ​ 82,117 Recurring service fees 707,580 ​ 631,505 ​ 624,589 ​ 89,315 Performance-based income 16,344 ​ 47,841 ​ 116,247 ​ 16,623 Other service fees 221,917 ​ 141,631 ​ 106,870 ​ 15,283 Total revenues from others 2,018,679 ​ 1,435,235 ​ 1,421,961 ​ 203,338 Revenues from funds Gopher/Olive manages: ​ ​ ​ ​ ​ ​ ​ One-time commissions 13,732 ​ 20,110 ​ 4,029 ​ 576 Recurring service fees 398,226 ​ 351,998 ​ 289,620 ​ 41,415 Performance-based income 69,977 ​ 1,089 ​ — ​ — Total revenues from funds Gopher/Olive manages 481,935 ​ 373,197 ​ 293,649 ​ 41,991 Total Revenues 2,500,614 ​ 1,808,432 ​ 1,715,610 ​ 245,329 Less: VAT related surcharges (9,365) ​ (7,726) ​ (6,279) ​ (898) Net Revenues 2,491,249 ​ 1,800,706 ​ 1,709,331 ​ 244,431 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ Compensation and benefits (1,175,886) ​ (1,065,203) ​ (967,864) ​ (138,403) Selling expenses (370,861) ​ (195,830) ​ (173,427) ​ (24,800) General and administrative expenses (193,248) ​ (184,688) ​ (197,361) ​ (28,222) (Provision for)/ reversal of credit losses ​ (910) ​ (22,157) ​ 225 ​ 32 Other operating expenses (44,042) ​ (43,107) ​ (36,053) ​ (5,156) Government subsidies 103,597 ​ 54,324 ​ 35,711 ​ 5,107 Total operating costs and expenses (1,681,350) ​ (1,456,661) ​ (1,338,769) ​ (191,440) Income from operations: 809,899 ​ 344,045 ​ 370,562 ​ 52,990 ​ 115 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Total Revenue. For the wealth management business, our total revenue decreased by 5.1% from RMB1,808.4 million in 2024 to RMB1,715.6 million (US$245.3 million) in 2025. Our transaction value increased by 5.0% from RMB63.9 billion in 2024 to RMB67.0 billion (US$9.6 billion) in 2025, primarily due to a significant 107.2% increase in distribution of domestic private secondary products partially offset by a decrease in distribution of mutual fund products. ● Total revenue from one-time commissions decreased by 8.8% from RMB634.4 million in 2024 to RMB578.3 million (US$82.7 million) in 2025, primarily due to decreases in distribution of insurance products. ● Total revenue from recurring service fees decreased by 7.0% from RMB983.5 million in 2024 to RMB914.2 million (US$130.7 million) in 2025, primarily due to a decrease in recurring service fees generated from domestic private equity products. ● Total revenue from performance-based income increased by 137.6% from RMB48.9 million in 2024 to RMB116.2 million (US$16.6 million) in 2025, primarily due to an increase in performance-based income from private secondary products. ● Total revenue from other service fees decreased by 24.5% from RMB141.6 million in 2024 to RMB106.9 million (US$15.3 million) in 2025, primarily due to less value-added services that we offered to our HNW clients. Operating Costs and Expenses. For the wealth management business, our operating costs and expenses decreased by 8.1% from RMB1,456.7 million in 2024 to RMB1,338.8 million (US$191.4 million) in 2025, primarily due to our cost control strategy on employee compensation in 2025. ● Compensation and benefits decreased by 9.1% from RMB1,065.2 million in 2024 to RMB967.9 million (US$138.4 million) in 2025. In 2025, our relationship manager compensation decreased by 7.6% from RMB531.2 million in 2024 to RMB490.9 million (US$70.2 million), aligning with the decreases in one-time commissions. Our other compensation decreased by 10.7% from 2024. ● Selling expenses decreased by 11.4% from RMB195.8 million in 2024 to RMB173.4 million (US$24.8 million) in 2025, primarily due to less travel expenses and rental and related expenses in 2025. ● General and administrative expenses increased by 6.9% from RMB184.7 million in 2024 to RMB197.4 million (US$28.2 million) in 2025, primarily due to more legal expenses in 2025. ● Reversal of credit losses in 2025 was RMB0.2 million (US$0.03 million), while provision for credit losses was RMB22.2 million in 2024, primarily due to a decrease in the provision for losses related to long-term receivables in 2025. ● Other operating expenses decreased by 16.4% from RMB43.1 million in 2024 to RMB36.1 million (US$5.2 million) in 2025, primarily due to lower other operating expenses relating to trust business. ● Government subsidies decreased by 34.3% from RMB54.3 million in 2024 to RMB35.7 million (US$5.1 million) in 2025, primarily due to a decrease in government subsidies received from local governments in 2025. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Total Revenue. For the wealth management business, our total revenue decreased by 27.7% from RMB2,500.6 million in 2023 to RMB1,808.4 million in 2024. Our transaction value decreased by 13.8% from RMB74.1 billion in 2023 to RMB63.9 billion in 2024, primarily due to a decrease in distribution of domestic mutual fund products. ● Total revenue from one-time commissions decreased by 41.6% from RMB1,086.6 million in 2023 to RMB634.4 million in 2024, primarily due to decreases in distribution of insurance products. 116 Table of Contents ● Total revenue from recurring service fees decreased by 11.1% from RMB1,105.8 million in 2023 to RMB983.5 million in 2024, primarily due to a decrease in recurring service fees generated from private secondary products and private equity products. ● Total revenue from performance-based income decreased by 43.3% from RMB86.3 million in 2023 to RMB48.9 million in 2024, primarily due to a decrease in performance-based income from private equity products. ● Total revenue from other service fees decreased by 36.2% from RMB221.9 million in 2023 to RMB141.6 million in 2024, primarily due to less value-added services that we offered to our HNW clients. Operating Costs and Expenses. For the wealth management business, our operating costs and expenses decreased by 13.4% from RMB1,681.4 million in 2023 to RMB1,456.7 million in 2024, primarily due to less selling expenses incurred in 2024. ● Compensation and benefits decreased by 9.4% from RMB1,175.9 million in 2023 to RMB1,065.2 million in 2024. In 2024, our relationship manager compensation decreased by 15.8% from 2023, aligning with the decreases in one-time commissions. Our other compensation slightly decreased by 2.0% from 2023. ● Selling expenses decreased by 47.2% from RMB370.9 million in 2023 to RMB195.8 million in 2024, primarily due to less marketing activities in 2024. ● General and administrative expenses slightly decreased by 4.4% from RMB193.2 million in 2023 to RMB184.7 million in 2024, primarily due to less legal expenses incurred in 2024. ● Provision for credit losses in 2024 was RMB22.2 million, while provision for credit losses was RMB0.9 million in 2023, primarily due to an increase in the provision for losses related to long-term receivables. ● Other operating expenses slightly decreased by 2.1% from RMB44.0 million in 2023 to RMB43.1 million in 2024, primarily due to lower costs relating to various expenditures of trust business. ● Government subsidies decreased by 47.6% from RMB103.6 million in 2023 to RMB54.3 million in 2024, primarily due to a reduction in government subsidies received from local governments in 2024. Asset Management ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Revenues ​ ​ ​ ​ ​ ​ ​ ​ Revenues from funds Gopher/Olive manages: ​ ​ ​ ​ ​ ​ ​ ​ One-time commissions 2,633 ​ 1,178 ​ 3,255 ​ 465 Recurring service fees 714,624 ​ 663,438 ​ 700,895 ​ 100,227 Performance-based income 51,288 ​ 103,809 ​ 155,598 ​ 22,250 Total revenues from funds Gopher/Olive manages 768,545 ​ 768,425 ​ 859,748 ​ 122,942 Total Revenues 768,545 ​ 768,425 ​ 859,748 ​ 122,942 Less: VAT related surcharges (2,374) ​ (1,081) ​ (677) ​ (97) Net Revenues 766,171 ​ 767,344 ​ 859,071 ​ 122,845 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ Compensation and benefits (248,686) ​ (245,019) ​ (222,939) ​ (31,879) Selling expenses (88,827) ​ (46,811) ​ (48,034) ​ (6,869) General and administrative expenses (59,367) ​ (70,795) ​ (71,669) ​ (10,249) Provision for credit losses ​ (921) ​ (3,698) ​ (9,040) ​ (1,293) Other operating expenses (3,348) ​ (23,948) ​ (208) ​ (30) Government subsidies 21,638 ​ 10,797 ​ 9,735 ​ 1,392 Total operating costs and expenses (379,511) ​ (379,474) ​ (342,155) ​ (48,928) Income from operations: 386,660 ​ 387,870 ​ 516,916 ​ 73,917 ​ 117 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Total Revenue. For the asset management business, our total revenue increased by 11.9% from RMB768.4 million in 2024 to RMB859.7 million (US$122.9 million) in 2025. Our total AUM decreased by 6.5% from RMB151.5 billion as of December 31, 2024 to RMB141.7 billion (US$20.3 billion) as of December 31, 2025: ● Total revenue from one-time commissions increased significantly by 176.3% from RMB1.2 million in 2024 to RMB3.3 million (US$0.5 million) in 2025, mainly due to an increase in distribution of private secondary products domestically. ● Total revenue from recurring service fees increased by 5.6% from RMB663.4 million in 2024 to RMB700.9 million (US$100.2 million) in 2025, which was due to an increase in recurring service fees generated from overseas investment products. ● Total revenue from performance-based income increased by 49.9% from RMB103.8 million in 2024 to RMB155.6 million (US$22.3 million) in 2025, primarily due to an increase in performance-based income from overseas private equity products. Operating Costs and Expenses. For the asset management business, our operating costs and expenses in 2025 were RMB342.2 million, decreased by 9.8% from 2024. ● Compensation and benefits decreased by 9.0% from RMB245.0 million in 2024 to RMB222.9 million (US$31.9 million) in 2025. ● Selling expenses increased by 2.6% from RMB46.8 million in 2024 to RMB48.0 million (US$6.9 million) in 2025, maintaining a relatively stable trend. ● General and administrative expenses increased by 1.2% from RMB70.8 million for the year ended December 31, 2024 to RMB71.7 million (US$10.2 million) for the year ended December 31, 2025, maintaining a relatively stable trend. ● Provision for credit losses in 2025 was RMB9.0 million (US$1.3 million), while provision for credit losses in 2024 was RMB3.7 million, primarily attributable to a decrease in expected collection of our accounts receivables. ● Other operating expenses decreased from RMB23.9 million in 2024 to RMB0.2 million (US$0.03 million) in 2025, primarily due to a decrease in one-off expenses Gopher paid to one of its funds as general partner in 2025. ● Government subsidies decreased by 9.8% from RMB10.8 million in 2024 to RMB9.7 million (US$1.4 million) in 2025, primarily due to a decrease in government subsidies received from local governments in 2025. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Total Revenue. For the asset management business, our total revenue demonstrated overall stability with RMB768.5 million in 2023 to RMB768.4 million in 2024. Our total AUM remained largely stable from RMB154.6 billion as of December 31, 2023 to RMB151.5 billion as of December 31, 2024: ● Total revenue from one-time commissions decreased by 55.3% from RMB2.6 million in 2023 to RMB1.2 million in 2024, mainly due to a decrease in income generated from RMB private equity products. ● Total revenue from recurring service fees decreased by 7.2% from RMB714.6 million in 2023 to RMB663.4 million in 2024, which was due to a decrease in income generated from RMB private equity products and private secondary products. ● Total revenue from performance-based income increased by 102.4% from RMB51.3 million in 2023 to RMB103.8 million in 2024, primarily due to an increase in performance-based income from offshore private equity products. Operating Costs and Expenses. For the asset management business, our operating costs and expenses in 2024 were RMB379.5 million, remaining largely unchanged from 2023. 118 Table of Contents ● Compensation and benefits slightly decreased by 1.5% from RMB248.7 million in 2023 to RMB245.0 million in 2024. ● Selling expenses decreased by 47.3% from RMB88.8 million in 2023 to RMB46.8 million in 2024, primarily due to less marketing activities. ● General and administrative expenses increased by 19.2% from RMB59.4 million for the year ended December 31, 2023 to RMB70.8 million for the year ended December 31, 2024, primarily due to more rental and depreciation expenses as we expanded our overseas asset management businesses in 2024. ● Provision for credit losses in 2024 was RMB3.7 million, while provision for credit losses in 2023 was RMB0.9 million. The majority of such provision in 2024 were accrued for receivables accounts related to several private equity products. ● Other operating expenses increased significantly from RMB3.3 million in 2023 to RMB23.9 million in 2024, primarily due to a one-off expense Gopher paid to one of its funds as general partner. ● Government subsidies decreased by 50.1% from RMB21.6 million in 2023 to RMB10.8 million in 2024, primarily due to a reduction in government subsidies received from local governments in 2024. Other businesses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Revenues ​ ​ ​ ​ ​ ​ ​ ​ Revenues from others: ​ ​ ​ ​ ​ ​ ​ ​ Other service fees 48,662 ​ 44,477 ​ 54,429 ​ 7,783 Total revenues from others 48,662 ​ 44,477 ​ 54,429 ​ 7,783 Total Revenues 48,662 ​ 44,477 ​ 54,429 ​ 7,783 Less: VAT related surcharges (11,386) ​ (11,545) ​ (12,591) ​ (1,800) Net Revenues 37,276 ​ 32,932 ​ 41,838 ​ 5,983 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ Compensation and benefits (32,181) ​ (39,229) ​ (25,749) ​ (3,682) Selling expenses (26,090) ​ (26,397) ​ (21,347) ​ (3,053) General and administrative expenses (23,112) ​ (41,268) ​ (36,560) ​ (5,228) Provision for/ (reversal of) credit losses ​ 8,859 ​ 1,973 ​ (43,411) ​ (6,208) Other operating expenses (65,116) ​ (26,155) ​ (26,611) ​ (3,805) Government subsidies 1,720 ​ 118 ​ 1,026 ​ 147 Total operating costs and expenses (135,920) ​ (130,958) ​ (152,652) ​ (21,829) Loss from operations: (98,644) ​ (98,026) ​ (110,814) ​ (15,846) ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Total Revenue. For other businesses, our total revenue was RMB54.4 million (US$7.8 million) in 2025, representing a 22.4% increase from RMB44.5 million in 2024, primarily due to an increase in revenue from lease services. Operating Costs and Expenses. For other businesses, our operating costs and expenses in 2025 were RMB152.7 million (US$21.8 million), representing a 16.6% increase from RMB131.0 million in 2024, primarily due to an increase in provision for credit losses related to the suspended lending business. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Total Revenue. For other businesses, our total revenue was RMB44.5 million in 2024, representing an 8.6% decrease from RMB48.7 million in 2023, primarily due to our continuous wind-down of our lending business. 119 Table of Contents Operating Costs and Expenses. For other businesses, our operating costs and expenses in 2024 were RMB131.0 million, representing a 3.7% decrease from RMB135.9 million in 2023 primarily due to our continuous winding-down of our lending business. Non-GAAP Measures Adjusted net income attributable to Noah’s shareholders is a non-GAAP financial measure that excludes the income statement effects of all forms of share-based compensation expenses, non-cash settlement expenses and net of relevant tax impact. A reconciliation of adjusted net income attributable to Noah’s shareholders from net income attributable to Noah’s shareholders, the most directly comparable GAAP measure, can be obtained by subtracting expenses for share-based compensations and non-cash settlement expenses. All tax expense impact of such adjustments would be also considered. The non-GAAP financial measure disclosed by us should not be considered a substitute for financial measures prepared in accordance with GAAP. The financial results reported in accordance with GAAP and reconciliation of GAAP to non-GAAP results should be carefully evaluated. The non-GAAP financial measure used by us may be prepared differently from and, therefore, may not be comparable to, similarly titled measures used by other companies. When evaluating our operating performance in the periods presented, management reviewed non-GAAP net income results reflecting adjustments to exclude the impact of share-based compensation, non-cash settlement expenses, and net of relevant tax impact. As such, we believe that the presentation of the non-GAAP adjusted net income attributable to Noah’s shareholders provides important supplemental information to investors regarding financial and business trends relating to our results of operations in a manner consistent with that used by management. Pursuant to GAAP, we recognized significant amounts of expenses for all forms of share-based compensation and settlement expenses (net of tax impact). To make our financial results comparable period by period, we utilize non-GAAP adjusted net income to better understand our historical business operations. The table below sets forth a reconciliation of our net income (loss) attributable to Noah’s shareholders and adjusted net income attributable to Noah’s shareholders (non-GAAP) for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2023 ​ 2024 ​ ​ ​ 2025 ​ ​ ​ ​ ​ RMB ​ ​ ​ ​ RMB ​ ​ ​ ​ RMB ​ ​ ​ ​ US$ ​ ​ (in thousands) Net income attributable to Noah’s shareholders 1,009,494 ​ 475,445 ​ 558,857 ​ 79,915 Add: share-based compensation 11,530 ​ 109,030 ​ 66,881 ​ 9,564 Add: non-cash settlement expenses reversal(1) — ​ (12,454) ​ (956) ​ (137) Less: Tax effect of adjustments 2,220 ​ 21,836 ​ 12,862 ​ 1,839 Adjusted net income attributable to Noah’s shareholders (non-GAAP) 1,018,804 ​ 550,185 ​ 611,920 ​ 87,503 (1) Please see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Camsing Incident.” B. Liquidity and Capital Resources We finance our operations primarily through cash generated from our operating activities. Our principal use of cash in 2023, 2024 and 2025 were for operating and investing activities. In addition, we used nil, RMB53.3 million and RMB52.3 million (US$7.5 million) to repurchase our ADSs in 2023, 2024 and 2025, respectively. From 2023 to 2025, we have declared and distributed dividends for an aggregate amount of RMB1,732.1 million (US$247.7 million). As of December 31, 2025, we had RMB4.4 billion (US$0.6 billion) in cash and cash equivalents, consisting of cash on hand, demand deposits, fixed term deposits and money market funds which are unrestricted as to withdrawal and use. As of December 31, 2025, cash and cash equivalents of RMB12.9 million (US$1.8 million) was held by the consolidated funds, which although not legally restricted, is not available to our general liquidity needs as the use of such funds is generally limited to the investment activities of the consolidated funds. We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for at least the next 12 months. We may, however, need additional capital in the future due to unanticipated business condition or other future development, including any investments or acquisitions we may pursue. In July 2022, we completed our global initial public offerings in Hong Kong Stock Exchange with issuance of 1,152,160 ordinary shares with net proceeds of HK$315.6 million (US$40.2 million) after deducting underwriters’ commission and offering expenses. 120 Table of Contents The following table sets forth the movements of our cash, cash equivalents and restricted cash for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ ​ (in thousands) Net cash provided by operating activities 1,318,320 387,336 976,609 139,652 Net cash (used in) provided by investing activities (247,141) (840,819) 299,454 42,822 Net cash used in financing activities (199,835) (1,134,204) (635,546) (90,882) Effect of exchange rate changes 48,098 72,162 (99,491) (14,227) Net increases (decrease) in cash and cash equivalents 919,442 (1,515,525) 541,026 77,365 Cash, cash equivalents and restricted cash at the beginning of the year 4,434,618 5,354,060 3,838,535 548,903 Cash, cash equivalents and restricted cash at the end of the year 5,354,060 3,838,535 4,379,561 626,268 ​ Operating Activities Net cash provided by operating activities in 2025 was RMB976.6 million (US$139.7 million), primarily as a result of net income of RMB557.2 million (US$79.7 million), adjusted by (i) certain non-cash charges of RMB408.3 million (US$58.4 million), which was primarily attributable to depreciation expenses of RMB156.9 million (US$22.4 million) and share-based compensation of RMB66.9 million (US$9.6 million) and provision for credit losses of RMB52.2 million (US$7.5 million), (ii) changes of operating assets and liabilities of RMB11.1 million (US$1.6 million) which was primarily attributable to an increase in income taxes payable of RMB83.6 million (US$12.0 million), a decrease in other current liabilities of RMB75.9 million (US$10.9 million), and an increase in amounts due from related parties of RMB68.6 million (US$9.8 million), (iii) changes in deferred tax assets and liabilities of RMB26.4 million (US$3.8 million). Net cash provided by operating activities in 2024 was RMB387.3 million, primarily as a result of net income of RMB487.0 million, adjusted by (i) certain non-cash charges of RMB494.7 million, which was primarily attributable to depreciation expenses of RMB156.7 million and share-based compensation of RMB109.0 million and income from equity in affiliates, net of dividends of RMB160.6 million, (ii) changes of operating assets and liabilities of RMB690.3 million which was primarily attributable to a decrease in accrued payroll and welfare expenses of RMB151.4 million and a decrease in other non-current liabilities of RMB227.4 million, and a decrease in amounts due from related parties of RMB169.6 million, (iii) changes in deferred tax assets and liabilities of RMB96.0 million. Net cash provided by operating activities in 2023 was RMB1,318.3 million, primarily as a result of net income of RMB1,001.0 million, adjusted by (i) certain non-cash charges of RMB291.0 million, which was primarily attributable to depreciation expenses of RMB158.1 million and non-cash lease expenses of RMB78.2 million, partially offset by income from equity in affiliates, net of dividends of RMB19.3 million, (ii) changes of operating assets and liabilities of RMB8.7 million which was primarily attributable to a decrease in accrued payroll and welfare expenses of RMB104.9 million and a decrease in lease assets and liabilities of RMB78.2 million, partially offset by an increase in trading debt securities of RMB124.0 million, and (iii) changes in deferred tax assets and liabilities of RMB17.6 million. Investing Activities Net cash provided by investing activities in 2025 was RMB299.5 million (US$42.8 million), primarily attributable to the proceeds from redemption of held-to-maturity investments and term deposits of RMB1.9 billion (US$267.0 million), which was partially offset by purchase of held-to maturity investments of RMB1.4 billion (US$206.6 million) and purchases of property and equipment of RMB134.1 million (US$19.2 million). Net cash used in investing activities in 2024 was RMB840.8 million, primarily attributable to an increase in held-to-maturity investments and term deposits of RMB975.8 million, which was partially offset by collection of loans originated to third parties of RMB135.3 million. Net cash used in investing activities in 2023 was RMB247.1 million, primarily attributable to loans to related parties of RMB84.3 million and acquisitions, net of cash required of RMB25.0 million, which was partially offset by principal collection of loans to related parties of RMB221.3 million. 121 Table of Contents Financing Activities Net cash used in financing activities was RMB635.5 million (US$90.9 million) in 2025 due to dividend paid of RMB546.8 million (US$78.2 million), payment for repurchase of ordinary shares of RMB52.3 million (US$7.5 million), and distributions of non-controlling interests of RMB32.6 million (US$4.7 million). Net cash used in financing activities was RMB1,134.2 million in 2024 due to dividend paid of RMB1,007.9 million and divestment of non-controlling interests of RMB51.8 million as well as share repurchase of RMB 53.3 million. Net cash used in financing activities was RMB199.8 million in 2023 due to dividend paid of RMB177.5 million, partially offset by contribution from non-controlling interests of RMB13.9 million and distributions to non-controlling interests of RMB23.6 million. Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our capital expenditures, operating lease obligations, payment of employee’s payroll and welfare expenses, taxes and other various selling, general and administrative expenses to support our daily business operations, and we intend to fund those requirements with our existing cash balances. Capital Expenditures Our capital expenditures primarily consist of purchases of property and equipment, and renovation and upgrade of our newly purchased office premises. Our capital expenditures were RMB157.9 million, RMB82.2 million and RMB134.1 million (US$19.2 million) in 2023, 2024 and 2025, respectively. We currently do not have any commitment for capital expenditures or other cash requirements outside of our ordinary course of business. As of the date of this annual report, we expect that our capital expenditure in 2026 will be approximately RMB11.6 million (US$1.7 million) primarily on the renovation and upgrade of our office premises, and we intend to fund our planned capital expenditures with existing cash balance. Operating Lease Obligations Our operating lease assets primarily represent various facilities under non-cancelable operating leases expiring within one to ten years. Our operating lease expenses were RMB85.7 million, RMB64.4 million and RMB50.9 million (US$7.3 million) in 2023, 2024 and 2025, respectively. The majority of our operating lease obligations are related to our office lease agreements in mainland China. The following table sets forth our contractual obligations as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ More ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ than 5 ​ ​ Total ​ 1 year ​ 1-2 years ​ 2-5 years years ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB Operating Lease 102,988 ​ 43,319 ​ 42,603 ​ 17,066 ​ — ​ For details of our payment of employee’s payroll and welfare expenses, see “—Components of Results of Operations—Operating Costs and Expenses—Compensation and Benefits.” For details of our taxes, see “Taxation.” For details of other various selling, general and administrative expenses, see “—Components of Results of Operations—Operating Costs and Expenses—Selling Expenses” and “—Components of Results of Operations—Operating Costs and Expenses—General and Administrative Expenses.” 122 Table of Contents Off-Balance Sheet Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Holding Company Structure We are a holding company, and we conduct businesses through our subsidiaries and the Consolidated Affiliated Entities. As a result, we may rely significantly on dividends and other distributions by our mainland China subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and pay any debt we may incur. If our mainland China subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the Contractual Arrangements which would materially and adversely affect its ability to pay dividends and other distributions to us. Our mainland China subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with mainland China accounting standards and regulations. Under laws, each of our mainland China subsidiaries and the Consolidated Affiliated Entities are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As a result of these laws and regulations of mainland China, our mainland China subsidiaries are restricted in their ability to transfer a portion of their net assets, including general reserve and registered capital, either in the form of dividends, loans or advances. Such restricted portion amounted to RMB2,872.8 million, RMB2,827.3 million and RMB2,879.2 million (US$411.7 million) as of December 31, 2023, 2024 and 2025, respectively. Furthermore, cash transfers from our mainland China subsidiaries to our subsidiaries outside of mainland China are subject to PRC government control of currency conversion. Restrictions on the availability of foreign currency may affect the ability of our mainland China subsidiaries and Consolidated Affiliated Entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Mainland China’s foreign exchange regulations restricting the conversion of Renminbi into foreign currencies may limit our ability to utilize our revenues effectively and affect the value of your investment.” C.Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Our Technologies” and “Item 4. Information on the Company—B. Business Overview— Research and Development.” Intellectual Property See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” 123 Table of Contents D.Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. E.Critical Accounting Estimates We prepare financial statements in accordance with GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. Consolidation of investment funds We consolidate entities based on either a variable interest model or voting interest model. U.S. GAAP provides guidance that requires an analysis to determine (i) whether an entity in which we hold a variable interest is a variable interest entity, or the VIE, and (ii) whether our involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. We first consider whether an entity is considered a VIE and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities under the voting interest model. As such, for (i) investment funds in the legal form of limited partnership we manage as general partner, and (ii) contractual funds we manage as fund manager that are determined to be VIEs, we consolidate those entities when we are the primary beneficiary where we have both the power to direct the activities that most significantly affects the economic performance of the VIEs and receives the economic benefits of the VIEs that could be significant to the VIEs. Significant judgements are involved to assess whether the funds should be consolidated, which include but not limited to, ● Making judgments as to whether a simple majority or lower threshold of limited partnership interests, excluding interests held by the general partner, parties under common control of the general partner, or parties acting on behalf of the general partner, have substantive rights to either dissolve the fund or remove the general partner or the fund manager—To make the judgments, we evaluate whether barriers to exercise these rights exist. ● Determining whether our management fees and performance-based income represent variable interests—Judgments are made as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third-party investment in the entity and the terms of any other interests we hold in the VIE. ● Concluding whether we have an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE—Quantitative and qualitative factors are evaluated to determine whether the threshold of “potentially significant” is met. 124 Table of Contents In our consolidated balance sheets, we present 100% of the assets and liabilities of consolidated VIEs along with a non-controlling interest which represents the portion of the consolidated vehicle’s interests held by third-party investors in the funds. We recognize 100% of the consolidated fund’s investment income (loss) and allocate the portion of that income (loss) attributable to third-party ownership to non-controlling interests in arriving at our net income (loss). We determine whether we are the primary beneficiary of a VIE when we initially involve with a VIE and reconsider that conclusion when facts and circumstances change. Our conclusion of whether the funds deemed as VIEs shall be consolidated may have a material impact on our consolidated financial statements. Allowance for loan losses We maintain an allowance for credit losses in the loan portfolio, which represents management’s estimate of lifetime expected losses based on relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. In establishing the allowance for credit losses, statistical models are applied to outstanding loans with different risk characteristics. The expected losses of loans are estimated using a probability of default and loss given default assumption. For loans secured by investment products we issue, the assumption is derived from a statistical model which incorporates the estimated value of collaterals, term of the loan and historical loss information. For past due loans secured by real estate properties, the loss given default is derived using discounted cash flow methodology. The projection of cash flows is determined by a combination of factors including the value of collaterals, historical collection experience, industry recovery rates of loans with similar risk characteristics and other available relevant information about the collectability of cash flows. Qualitative adjustments can be made for risk factors that are not considered within the models, which are relevant in assessing the expected credit losses within the loan balances. As of December 31, 2025, the allowance was estimated as RMB79.6 million (US$11.4 million) based on information known at the time of the review, which represented management’s best estimate of losses inherent in the loan receivables. Our allowance for credit losses is sensitive to certain inputs, most notably the reasonable and supportable forecasts that are incorporated in our estimate of credit losses. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for credit losses is adequate. Changes in factors underlying the assessment could have a material impact on the amount of the allowance that is necessary and the amount of provision to be charged against earnings. ​