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NOAH HOLDINGS LTD — Major Shareholding Notification 2011
Feb 11, 2011
32416_mrq_2011-02-10_5699aa9d-cd9c-4ee6-a6c2-d7df9463f586.zip
Major Shareholding Notification
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SC 13G 1 e10013_sc13g.htm SCHEDULE 13G html PUBLIC "-//IETF//DTD HTML//EN" Schedule 13G - Form - revised to 10/15/97 bulletin
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G (Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
Noah Holdings Limited
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
65487X102
(CUSIP Number)
12/31/10
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
CUSIP NO. 65487X102 13 G Page 2 of 12 Pages
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA I, L.P. (SCC I) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3514012 | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 4,646,840 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 4,646,840 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,646,840 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.6% | |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 65487X102 13 G Page 3 of 12 Pages
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (SCC PTRS I) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4387549 | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 533,950 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 533,950 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,950 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% | |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 65487X102 13 G Page 4 of 12 Pages
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (SCC PRIN I) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4887879 | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 719,210 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 719,210 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,210 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.6% | |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 65487X102 13 G Page 5 of 12 Pages
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (SCC MGMT I) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3348112 | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of SCC I, SCC PTRS I and SCC PRIN I. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of SCC I, SCC PTRS I and SCC PRIN I. | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1% | |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 65487X102 13 G Page 6 of 12 Pages
| 1 | NAME OF REPORTING PERSON SC CHINA HOLDING LIMITED (SCC HOLD) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1% | |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 65487X102 13 G Page 7 of 12 Pages
| 1 | NAME OF REPORTING PERSON MAX WEALTH ENTERPRISES LIMITED (MAX) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by MAX. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by MAX. | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1% | |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 65487X102 13 G Page 8 of 12 Pages
| 1 | NAME OF REPORTING PERSON NAN PENG SHEN (NS) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION HONG KONG SAR | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1% | |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 65487X102 13 G Page 9 of 12 Pages
ITEM 1.
(a)
Name of Issuer:
Noah Holdings Limited
(b)
Address of Issuers Principal Executive Offices:
6 th Floor, Times Finance Center
No. 68 Middle Yincheng Road
Pudong, Shanghai 200120
Peoples Republic of China
ITEM 2.
(a)
Name of Persons Filing:
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
Sequoia Capital China Management I, L.P.
SC China Holding Limited
Max Wealth Enterprises Limited
Nan Peng Shen
SCC MGMT I is the General Partner of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SCC HOLD is wholly owned by MAX, a company wholly owned by NS. NS is a Managing Director of SCC HOLD.
(b)
Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands
NS: Hong Kong SAR
MAX: BRITISH VIRGIN ISLANDS
(c)
Title of Class of Securities:
Ordinary Shares
(d)
CUSIP Number:
65487X102
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
CUSIP NO. 65487X102 13 G Page 10 of 12 Pages
ITEM 4. Ownership
SEE ROWS 5 THROUGH 11 OF COVER PAGES
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
NOT APPLICABLE
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10.
CERTIFICATION
NOT APPLICABLE
CUSIP NO. 65487X102 13 G Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2011
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
SC China Holding Limited, a Cayman Islands limited liability company
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Max Wealth Enterprises Limited
By: /s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen
CUSIP NO. 65487X102 13 G Page 12 of 12 Pages
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 9, 2011
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
SC China Holding Limited, a Cayman Islands limited liability company
By: /s/ Nan Peng Shen
Nan Peng Shen, Managing Director
Max Wealth Enterprises Limited
By: /s/ Nan Peng Shen
Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen
EDGAR Validation Code: 7CBDF589