Item 1(a). NAME OF ISSUER
Noah Holdings Limited
Item 1(b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES
No. 1687 Changyang Road, Changyang Valley, Building 2, Shanghai 200090, The Peoples 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 Peoples 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 issuers 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.
3
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 Wangs 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