NOAH HOLDINGS LTD — Major Shareholding Notification 2014

Feb 14, 2014

SC 13G/A 1 d677645dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

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. 2)*

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, 2013

(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 | Name Of
Reporting Person Zhe Yin 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 1,643,552 ordinary shares 3 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 1,643,552 ordinary shares 3 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,643,552 ordinary shares 3 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row 9 5.9% 4 | |
| 12 | Type of Reporting Person IN | |

3 Representing (i) 1,638,330 ordinary shares held by Yin Investment Co., Ltd. and (ii) 5,222 restricted shares to have restrictions removed within 60 days after December 31, 2013. Yin Investment Co., Ltd. is wholly owned and controlled by Mr. Zhe Yin.

4 Based upon 27,663,288 ordinary shares outstanding as of December 31, 2013.

2

| 1 | Name Of
Reporting Person Yin Investment 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 1,643,552 ordinary shares 5 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 1,643,552 ordinary shares 5 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,643,552 ordinary shares 5 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row 9 5.9% 6 | |
| 12 | Type of Reporting Person CO | |

5 Representing (i) 1,638,330 ordinary shares held by Yin Investment Co., Ltd. and (ii) 5,222 restricted shares to have restrictions removed within 60 days after December 31, 2013. Yin Investment Co., Ltd. is wholly owned and controlled by Mr. Zhe Yin.

6 Based upon 27,663,288 ordinary shares outstanding as of December 31, 2013.

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Item 1(a). Name of Issuer:

Noah Holdings Limited

Item 1(b). Address of Issuer’s Principal Executive Offices:

No. 32 Qinhuangdao Road, Building C,

Shanghai 200082,

The People’s Republic of China

Item 2(a). Name of Person Filing:

Zhe Yin

Yin Investment Co., Ltd.

Item 2(b). Address of Principal Business Office or, if None, Residence:

For Zhe Yin:

No. 32 Qinhuangdao Road, Building C,

Shanghai 200082,

The People’s Republic of China

For Yin Investment Co., Ltd.:

c/o Zhe Yin

No. 32 Qinhuangdao Road, Building C,

Shanghai 200082,

The People’s Republic of China

Item 2(c) Citizenship:

Mr. Zhe Yin is a citizen of the People’s Republic of China.

Yin Investment 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.

Yin Investment Co., Ltd. is the record owner of 1,638,330 ordinary shares of the Issuer. 5,222 restricted shares granted to Yin Investment Co., Ltd. will have restrictions removed within 60 days after December 31, 2013. Yin Investment Co., Ltd. is wholly owned and controlled by Mr. Zhe Yin.

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 14, 2014

	Yin Investment Co., Ltd.
By:	/s/ Zhe Yin
Name:	Zhe Yin
Title:	Director
	Zhe Yin
	/s/ Zhe Yin Zhe Yin

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LIST OF EXHIBITS

Exhibit No.	Description
A*	Joint Filing Agreement, dated February 13, 2012, by and among Yin Investment Co., Ltd. and Zhe Yin

• previously filed

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