NOAH HOLDINGS LTD — Major Shareholding Notification 2012

Feb 13, 2012

SC 13G/A 1 d300304dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

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

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NOAH HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, Par Value US$0.0005 Per Share 1

(Title of Class of Securities)

65487X102 2

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 Not for trading; two American depositary shares represent one ordinary share.

2 This CUSIP number applies to the Issuer’s American depositary shares.

1

| 1 | Name Of Reporting Person Jingbo Wang I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a
Member of a Group (a) ¨ (b) ¨ | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization The People’s Republic of
China | |
| Number of Shares Beneficially Owned
by Each Reporting Person With | 5 | Sole Voting Power 6,880,000 ordinary shares |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 6,880,000 ordinary shares |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,880,000 ordinary shares | |
| 10 | Check if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by
Amount in Row 9 24.5% 3 | |
| 12 | Type of Reporting
Person IN | |

3 Based upon 28,039,879 ordinary shares outstanding as of December 31, 2011.

2

1	Name Of Reporting Person Jing Investors Co., Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
2	Check the Appropriate Box if a
Member of a Group (a) ¨ (b) ¨
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 6,880,000 ordinary shares
	6	Shared Voting Power 0
	7	Sole Dispositive Power 6,880,000 ordinary shares
	8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,880,000 ordinary shares
10	Check if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by
Amount in Row 9 24.5% 4
12	Type of Reporting
Person CO

4 Based upon 28,039,879 ordinary shares outstanding as of December 31, 2011.

3

Item 1	(a).	Name of Issuer:
		Noah Holdings Limited
Item 1	(b).	Address of Issuer’s Principal Executive Offices:
		6th Floor, Times Finance Center, No. 68 Middle Yincheng Road, Pudong, Shanghai 200120, The People’s Republic of China
Item 2	(a).	Name of Person Filing:
		Jingbo Wang Jing Investors Co., Ltd.
Item 2	(b).	Address of Principal Business Office or, if None, Residence:
		For Jingbo Wang: 6th Floor, Times Finance Center, No. 68 Middle
Yincheng Road, Pudong, Shanghai 200120, The People’s Republic of China For Jing Investors Co., Ltd.: c/o Jingbo Wang 6th Floor, Times Finance Center, No. 68 Middle Yincheng Road, Pudong, Shanghai
200120, The People’s Republic of China
Item 2	(c)	Citizenship:
		Ms. Jingbo Wang is a citizen of the People’s Republic of China. Jing Investors Co., Ltd. is a British Virgin Islands company.
Item 2	(d).	Title of Class of Securities:
		Ordinary shares, par value $0.0005 per share
Item 2	(e).	CUSIP Number:
		65487X102 This CUSIP number applies to the issuer’s American depositary shares; Two American depositary shares represent one ordinary share.
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
	Not applicable

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Item 4.	Ownership:
	The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto and is incorporated herein by reference.
	Jing Investors Co., Ltd. is the record owner of 6,880,000 ordinary shares of the Issuer. Jing Investors Co., Ltd. is wholly owned and controlled by Ms. Jingbo
Wang.
Item 5.	Ownership of Five Percent or Less of a Class:
	Not applicable
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 Controlling
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.	Certifications:
	Not applicable

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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 13, 2012

	Jing Investors Co., Ltd.
By:	/s/ Jingbo Wang
	Name: Jingbo Wang
	Title: Director
	Jingbo Wang
	/s/ Jingbo Wang
	Jingbo Wang

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LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

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