Sec Form 13G Filing - Yin Investment Co. Ltd. filing for NOAH HLDGS LTD SPON ADS R (NOAH) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 11)*

 

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
Zhe Yin
 

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

1,701,800 ordinary shares (See Item 4)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,701,800 ordinary shares (See Item 4)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,701,800 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)
  5.3%
   
12 TYPE OF REPORTING PERSON
  IN
         

 

1

 

 

CUSIP No. 65487X102 13G Page 2 of 4

 

1  NAMES OF REPORTING PERSON
Yin Investment 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

1,701,800 ordinary shares (See Item 4)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

1,701,800 ordinary shares (See Item 4)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,701,800 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)
  5.3%
   
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

 

Zhe Yin

 

Yin Investment Co., Ltd.

 

Item 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

For Zhe Yin:

Building 2, Changyang Valley, 1687 Changyang Road, Shanghai 200090, People’s Republic of China

For Yin Investment Co., Ltd.:

Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

 

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 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, Yin Investment Co., Ltd. (“Yin Investment”) is the record owner of 1,605,000 ordinary shares of the issuer. Yin Investment also owns 41,150 ordinary shares in the form of ADS and has the right to acquire 55,650 ordinary shares upon exercise of options under the share incentive plan of the issuer.

 

3

 

 

CUSIP No. 65487X102 13G Page 4 of 4

 

Mr. Yin Zhe is the sole director of Yin Investment and as such has power to vote and dispose of the ordinary shares held by Yin Investment. Mr. Yin Zhe is the beneficial owner of all the ordinary shares held by Yin Investment. The Trust was established for the purposes of Mr. Yin Zhe’s wealth management.

 

Yin Investment is indirectly wholly owned by ARK Trust (Hong Kong) Limited in its capacity as trustee of the Safe Harbor Trust (the “Trust”) constituted under the laws of Hong Kong, with Mr. Yin Zhe as the settlor and Mr. Yin Zhe and his family members as the beneficiaries. Yin Investment is directly wholly owned by Rhythm Profit Investment Limited, 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 may be considered to indirectly hold the shares of Yin Investment. However, the Trustee disclaims beneficial ownership of all such shares. ARK Trust (Hong Kong) Limited as trustee of the Trust has no power to dispose of the ordinary shares held by Yin Investment except upon written instruction by Mr. Yin Zhe, 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 his 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

 

  Zhe Yin
   
  By: /s/ Zhe Yin
  Name: Zhe Yin
   
  Yin Investment Co., Ltd.
   
  By: /s/ Zhe Yin          
  Name: Zhe Yin
  Title: Director

 

5

 

 

Exhibit No.   Description
     
99.1*   Joint Filing Agreement, dated February 13, 2012, by and between Yin Investment Co., Ltd. and Zhe Yin

 

 

* previously filed

 

6