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. 1)*
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, 2011
(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 persons 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 Issuers American depositary shares. |
1
3 |
Based upon 28,039,879 ordinary shares outstanding as of December 31, 2011. |
2
4 |
Based upon 28,039,879 ordinary shares outstanding as of December 31, 2011. |
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Item 1 |
(a). |
Name of Issuer: | ||||||||||
Noah Holdings Limited | ||||||||||||
Item 1 |
(b). |
Address of Issuers Principal Executive Offices: | ||||||||||
6th Floor, Times Finance Center, No. 68 Middle Yincheng Road, Pudong, Shanghai 200120, The Peoples Republic of China |
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Item 2 |
(a). |
Name of Person Filing: | ||||||||||
Chia-Yue Chang Jia Investment Co., Ltd. |
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Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence: | ||||||||||
For Chia-Yue Chang:
W37, No.1, Long Dong Building, Pudong, Shanghai 201203, The Peoples Republic of China
For Jia Investment Co., Ltd.:
c/o Chia-Yue Chang W37, No.1, Long Dong Building, Pudong, Shanghai 201203, The Peoples Republic of China |
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Item 2 |
(c) |
Citizenship: | ||||||||||
Ms. Chia-Yue Chang is a citizen of Republic of China (Taiwan). Jia Investment Co., Ltd. is a British Virgin Islands company. |
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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 issuers American Depositary Shares (ADSs); Two ADSs represent one ordinary share. |
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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 |
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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.
Jia Investment Co., Ltd. is the record owner of 2,200,000 ordinary shares of the Issuer. Jia Investment Co., Ltd. is wholly owned and controlled by Ms. Chia-Yue Chang. |
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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 |
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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 13, 2012 | ||||||
Jia Investment Co., Ltd. | ||||||
By: |
/s/ Chia-Yue Chang |
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Name: Chia-Yue Chang | ||||||
Title: Director | ||||||
Chia-Yue Chang | ||||||
/s/ Chia-Yue Chang |
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Chia-Yue Chang |
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LIST OF EXHIBITS
Exhibit No. |
Description |
|
A | Joint Filing Agreement |
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0005, of Noah Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
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Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2012.
Jia Investment Co., Ltd. | ||
By: |
/s/ Chia-Yue Chang |
|
Name: Chia-Yue Chang | ||
Title: Director | ||
Chia-Yue Chang | ||
/s/ Chia-Yue Chang |
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Chia-Yue Chang |
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