NOAH HOLDINGS LTD — Major Shareholding Notification 2016

Feb 16, 2016

SC 13G/A 1 d129851dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 4 SCHEDULE 13G AMENDMENT NO. 4

UNITED STATES

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. 4)*

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, 2015

(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 in 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 (the “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.

SCHEDULE 13G

| 1 | NAME OF
REPORTING PERSONS 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 (See Instructions) (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 6,950,100 ordinary shares |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 6,950,100 ordinary shares |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,950,100 ordinary shares | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 24.8% 3 | |
| 12 | TYPE OF REPORTING PERSON (See
Instructions) IN | |

3 Based on 28,071,538 ordinary shares outstanding as of December 31, 2015

SCHEDULE 13G

| 1 | NAME OF
REPORTING PERSONS 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 (See Instructions) (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 6,950,100 ordinary shares |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 6,950,100 ordinary shares |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,950,100 ordinary shares | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 24.8% 4 | |
| 12 | TYPE OF REPORTING PERSON (See
Instructions) CO | |

4 Based on 28,071,538 ordinary shares outstanding as of December 31, 2015

SCHEDULE 13G

ITEM 1.

(a) Name of Issuer:

Noah Holdings Limited

(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:

Jingbo Wang

Jing Investors Co., Ltd.

(b) Address of Principal Business Office or, if none, Residence:

For Jingbo Wang:

Building 2, 1687 Changyang Road, Yangpu District, Shanghai, P.R. China, 200090

For Jing Investors Co., Ltd.:

c/o Jingbo Wang

Building 2, 1687 Changyang Road, Yangpu District, Shanghai, P.R. China, 200090

(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.

(d) Title of Class of Securities:

Ordinary shares, Par Value US$0.0005 Per Share

(e) CUSIP Number:

65487X102.

This CUSIP number applies to the issuer’s American depositary shares; Two American depositary shares represent one ordinary share.

SCHEDULE 13G

ITEM 3. If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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 6,900,000 ordinary shares of the Issuer. Jing Investors Co., Ltd. is wholly owned and controlled by Ms. Jingbo Wang. Ms. Jingbo Wang is the record owner of 50,100 ordinary shares of the Issuer.

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.

Not applicable.

ITEM 8. Identification and Classification of Member of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

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: Feburary 16, 2016

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

LIST OF EXHIBITS

Exhibit No.	Description
A*	Joint Filing Agreement, dated February 13, 2012, by and among Jing Investors Co., Ltd. and Jingbo Wang

• previously filed