| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Noah Holdings Limited
(Name of Issuer)
Ordinary Shares, Par Value US$0.0005 Per Share1
(Title of Class of Securities)
65487X1022
(CUSIP Number)
December 31, 2019
(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) |
*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 the 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 ("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 Two American depositary shares represent one ordinary share.
2 This CUSIP number applies to the Issuer’s American depositary shares.
CUSIP No. 65487X102 | 13G |
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1 | Names of Reporting Person |
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2 | Check the Appropriate Box if a Member of a Group
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3 | SEC Use Only
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4 | Citizenship or Place of Organization |
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Number of | 5 | Sole Voting Power | ||
6 | Shared Voting Power | |||
7 | Sole Dispositive Power | |||
8 | Shared Dispositive Power | |||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | o | ||
11 | Percent of Class Represented by Amount in Row (9) | |||
12 | Type of Reporting Person | |||
3 Based on 30,799,656 ordinary shares outstanding as of December 31, 2019
CUSIP No. 65487X102 | 13G |
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1 | Names of Reporting Person |
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2 | Check the Appropriate Box if a Member of a Group
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3 | SEC Use Only
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4 | Citizenship or Place of Organization |
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Number of | 5 | Sole Voting Power | ||
6 | Shared Voting Power | |||
7 | Sole Dispositive Power | |||
8 | Shared Dispositive Power | |||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | o | ||
11 | Percent of Class Represented by Amount in Row (9) | |||
12 | Type of Reporting Person | |||
4 Based on 30,799,656 ordinary shares outstanding as of December 31, 2019
CUSIP No. 65487X102 | 13G |
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Item 1(a). NAME OF ISSUER
Noah Holdings Limited
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
No. 1687 Changyang Road, Changyang Valley, Building 2, Shanghai 200090, The People’s Republic of China
Item 2(a). NAME OF PERSON FILING
Jingbo Wang
Jing Investors Co., Ltd. (“Jing Investors”)
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
For each of Jingbo Wang and Jing Investors:
Building 2, 1687 Changyang Road, Yangpu District, Shanghai, P.R. China, 200090
Item 2(c). CITIZENSHIP
Ms. Jingbo Wang is a citizen of the People’s Republic of China.
Jing Investors is a British Virgin Islands company.
Item 2(d). TITLE OF CLASS OF SECURITIES
Ordinary shares, par value US$0.0005 per share
Item 2(e). CUSIP No.
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 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.
As of December 31, 2019, Ms. Jingbo Wang has the right to acquire 45,653 ordinary shares upon vesting of restricted shares and 23,304 ordinary shares upon exercise of options.
Jing Investors is the record owner of 6,750,000 ordinary shares of the issuer. Ms. Jingbo Wang is the sole director of Jing Investors and as such has power to vote and dispose of the ordinary shares held by Jing Investors. Ms. Jingbo Wang is the beneficial owner of all the ordinary shares held by Jing Investors.
CUSIP No. 65487X102 | 13G |
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Jing Investors is indirectly wholly owned by ARK Trust (Hong Kong) Limited in its capacity as trustee of the Jing Family Trust (the “Trust”) constituted under the laws of Hong Kong, with Ms. Jingbo Wang as the settlor and Ms. Jingbo Wang and her family members as the beneficiaries. The Trust was established for the purposes of Ms. Jingbo Wang’s wealth management and family succession planning. Jing Investors is directly wholly owned by Magic Beams Enterprises Ltd., a British Virgin Islands company, which is in turn wholly owned by ARK Trust (Hong Kong) Limited, a professional trustee company. Therefore, ARK Trust (Hong Kong) Limited as trustee of the Trust indirectly holds the shares of Jing Investors. ARK Trust (Hong Kong) Limited as trustee of the Trust has no power to dispose of the ordinary shares held by Jing Investors except upon written instruction by Ms. Jingbo Wang, or to avoid criminal sanction or civil liability to persons not connected with the Trust, or to avoid adverse impact on the reputation of ARK Trust (Hong Kong) Limited or any of its associates.
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 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.
SIGNATURES
After reasonable inquiry and to the best of her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 13, 2020 |
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| JING INVESTORS CO., LTD. | |
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| By: | /s/ Jingbo Wang |
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| Name: | Jingbo Wang |
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| Title: | Director |
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| JINGBO WANG | |
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| By: | /s/ Jingbo Wang |
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| Name: | Jingbo Wang |
