UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
| Noah Holdings Limited |
| (Name of Issuer) |
| Ordinary Shares, Par Value US$0.0005 Per Share |
| (Title of Class of Securities) |
| 65487X1021 |
| (CUSIP Number) |
| December 31, 2022 |
| (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).
1This CUSIP number applies to the Issuer’s American depositary shares. Two American depositary shares represent one ordinary share.
| CUSIP No. 65487X102 | 13G | Page 1 of 4 |
| 1 | NAMES OF REPORTING PERSON Jingbo Wang |
|
| 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 6,837,644 ordinary shares (See Item 4) |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 6,837,644 ordinary shares (See Item 4) | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,837,644 ordinary shares (See Item 4) | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 21.4% | ||
| 12 | TYPE OF REPORTING PERSON | |
| IN | ||
1
| CUSIP No. 65487X102 | 13G | Page 2 of 4 |
| 1 | NAMES OF REPORTING PERSON Jing Investors Co., Ltd. |
|
| 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 6,805,144 ordinary shares (See Item 4) |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 6,805,144 ordinary shares (See Item 4) | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,805,144 ordinary shares (See Item 4) | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 21.3% | ||
| 12 | TYPE OF REPORTING PERSON | |
| CO | ||
2
| CUSIP No. 65487X102 | 13G | Page 3 of 4 |
| Item 1(a). | NAME OF ISSUER |
Noah Holdings Limited
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
Building 2, Changyang Valley, 1687 Changyang Road, Shanghai 200090, 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 Jingbo Wang:
Building 2, Changyang Valley, 1687 Changyang Road, Shanghai 200090, People’s Republic of China
For Jing Investors:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
| 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 (“ADSs”); Two ADSs 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, 2022, Jing Investors is the record owner of 6,750,000 ordinary shares of the issuer, Jing Investors also owns 25,441 ordinary shares in the form of ADS and has the right to acquire 29,703 ordinary shares upon exercise of options under the share incentive plan 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. Ms. Jingbo Wang also owns 32,500 ordinary shares in the form of ADS.
3
| CUSIP No. 65487X102 | 13G | Page 4 of 4 |
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.
4
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 14, 2023
| Jing Investors Co., Ltd. | ||
| By: | /s/ Jingbo Wang | |
| Name: | Jingbo Wang | |
| Title: | Director | |
| Jingbo Wang | ||
| By: | /s/ Jingbo Wang | |
| Name: | Jingbo Wang | |
5
| Exhibit No. | Description | |
| 99.1* | Joint Filing Agreement, dated February 13, 2012, Jing Investors Co., Ltd. and Jingbo Wang |
* previously filed
6