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 Share1
(Title of Class of Securities)
65487X1022
(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 shares3 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
1,643,552 ordinary shares3 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,643,552 ordinary shares3 | |||||
| 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 shares5 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
1,643,552 ordinary shares5 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,643,552 ordinary shares5 | |||||
| 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. |
3
| 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
4
| 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
5
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 | ||||
6
LIST OF EXHIBITS
| Exhibit |
Description | |
| A* | Joint Filing Agreement, dated February 13, 2012, by and among Yin Investment Co., Ltd. and Zhe Yin | |
| * | previously filed |
7