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Schedule 13G - Form - revised to 10/15/97 bulletin

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 (b)

(Amendment No.  )

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102

(CUSIP Number)

12/31/10

(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)

(Continued on following pages)





Page 1 of 12 Pages


CUSIP NO. 65487X102                                          13 G                               Page 2 of  12  Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3514012

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
4,646,840                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
4,646,840                                                

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    4,646,840

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.6%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  65487X102                                              13 G                       Page 3 of  12 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4387549

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
533,950

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
533,950

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    533,950

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  65487X102                                              13 G                       Page 4 of  12 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-4887879

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
719,210

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
719,210

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    719,210

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  65487X102                                              13 G                       Page 5 of  12 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P.  (“SCC MGMT I”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3348112

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC MGMT I is the General Partner of SCC I,  SCC PTRS I and SCC PRIN I.

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC MGMT I is the General Partner of SCC I,  SCC PTRS I and SCC PRIN I.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    5,900,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.1%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  65487X102                                              13 G                       Page 6 of  12 Pages




1

NAME OF REPORTING PERSON      
SC CHINA HOLDING LIMITED  (“SCC HOLD”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    5,900,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.1%

12

TYPE OF REPORTING PERSON
OO








CUSIP NO.  65487X102                                              13 G                       Page 7 of  12 Pages




1

NAME OF REPORTING PERSON      
MAX WEALTH ENTERPRISES LIMITED (“MAX”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

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
    0

6

SHARED VOTING POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.  SCC HOLD is wholly owned by MAX.

7

SOLE DISPOSITIVE POWER
       0

8

SHARED DISPOSITIVE POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.  SCC HOLD is wholly owned by MAX.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    5,900,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.1%

12

TYPE OF REPORTING PERSON
OO








CUSIP NO.  65487X102                                              13 G                       Page 8 of  12 Pages




1

NAME OF REPORTING PERSON      
NAN PENG SHEN (“NS”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER                                     0

6

SHARED VOTING POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.  SCC HOLD is wholly owned by MAX, a company wholly owned by NS.  NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

7

SOLE DISPOSITIVE POWER                                  0                                         

8

SHARED DISPOSITIVE POWER
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I.  NS is a Managing Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.  SCC HOLD is wholly owned by MAX, a company wholly owned by NS.  NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   5,900,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.1%

12

TYPE OF REPORTING PERSON
IN








CUSIP NO.  65487X102                                              13 G                       Page 9 of  12 Pages




ITEM 1.

(a)

Name of Issuer:

Noah Holdings Limited

(b)

Address of Issuer’s Principal Executive Offices:

6th Floor, Times Finance Center

No. 68 Middle Yincheng Road

Pudong, Shanghai 200120

People’s Republic of China

ITEM 2.

(a)

Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

Max Wealth Enterprises Limited

Nan Peng Shen


SCC MGMT I is the General Partner of SCC I, SCC PTRS I and SCC PRIN I.  SCC HOLD is the General Partner of SCC MGMT I.  SCC HOLD is wholly owned by MAX, a company wholly owned by NS.  NS is a Managing Director of SCC HOLD.


(b)

Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA  94025


Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD:  
Cayman Islands

NS:  Hong Kong SAR

MAX:   BRITISH VIRGIN ISLANDS


(c)

Title of Class of Securities:

Ordinary Shares


(d)

CUSIP Number:

65487X102



ITEM 3.   If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE







CUSIP NO.  65487X102                                              13 G                       Page 10 of  12 Pages




ITEM 4.   Ownership


SEE ROWS 5 THROUGH 11 OF COVER PAGES


ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o

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






CUSIP NO. 65487X102                                          13 G                               Page 11 of  12  Pages



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  9, 2011



Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.


By:  Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership

General Partner of Each


By:  SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director



Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership


By:  SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director



SC China Holding Limited, a Cayman Islands limited liability company


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director



Max Wealth Enterprises Limited


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Owner and Director



/s/ Nan Peng Shen                                              

Nan Peng Shen






CUSIP NO. 65487X102                                          13 G                                     Page 12 of  12  Pages




EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Date: February 9, 2011


Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.


By:  Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership

General Partner of Each


By:  SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director


Sequoia Capital China Management I, L.P.,

a Cayman Islands exempted limited partnership


By:  SC China Holding Limited, a Cayman Islands limited liability company

Its General Partner


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director


SC China Holding Limited, a Cayman Islands limited liability company


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Managing Director


Max Wealth Enterprises Limited


By:  /s/ Nan Peng Shen                        

Nan Peng Shen, Owner and Director


/s/ Nan Peng Shen                                              

Nan Peng Shen