Sec Form 13G Filing - Jia Investment Co. Ltd. filing for NOAH HLDGS LTD SPON ADS R (NOAH) - 2024-02-08

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. 12)*

 

Noah Holdings Limited
(Name of Issuer)
 
Ordinary Shares, Par Value US$0.00005 Per Share
(Title of Class of Securities)
 
65487X1021
(CUSIP Number)
 
December 31, 2023
(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. One American depositary share represents five ordinary shares.

 

 

 

 

 

 

CUSIP No. 65487X10213GPage 1 of 4

 

1  NAMES OF REPORTING PERSON
Chia-Yue Chang
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of China (Taiwan)

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

20,388,835 ordinary shares (See Item 4)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

20,388,835 ordinary shares (See Item 4)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,388,835 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)
  6.2%
   
12 TYPE OF REPORTING PERSON
  IN

 

1 

 

 

CUSIP No. 65487X10213GPage 2 of 4

 

1  NAMES OF REPORTING PERSON
Jia 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

20,388,835 ordinary shares (See Item 4)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

20,388,835 ordinary shares (See Item 4)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,388,835 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)
  6.2%
   
12 TYPE OF REPORTING PERSON
  CO

 

2 

 

 

CUSIP No. 65487X10213GPage 3 of 4

 

Item 1(a).NAME OF ISSUER

 

Noah Holdings Limited

 

Item 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

Building A, No. 1226 Shenbin South Road, Minhang District, Shanghai, 201107, People’s Republic of China

 

Item 2(a).NAME OF PERSON FILING

 

Chia-Yue Chang

 

Jia Investment Co., Ltd.

 

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

 

For Chia-Yue Chang:

Building A, No. 1226 Shenbin South Road, Minhang District, Shanghai, 201107, People’s Republic of China

For Jia Investment Co., Ltd.:

Coastal Building, Wickhams Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands

 

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.

 

Item 2(d).TITLE OF CLASS OF SECURITIES

 

Ordinary shares, par value US$0.00005 per share.

 

Item 2(e).CUSIP No.

 

65487X102.

 

This CUSIP number applies to the issuer’s American depositary shares (“ADSs”); One ADS represents five ordinary shares.

 

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, 2023, Jia Investment Co., Ltd. is the record owner of 18,000,000 ordinary shares of the Issuer, Jia Investment Co., Ltd. also owns 2,388,835 ordinary shares in the form of ADS.

 

Jia Investment Co., Ltd. is wholly owned and controlled by Ms. Chia-Yue Chang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, Ms. Chia-Yue Chang may be deemed to beneficially own all of the shares held by Jia Investment Co., Ltd.

 

3 

 

 

CUSIP No. 65487X10213GPage 4 of 4

 

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 8, 2024

 

  JIA INVESTMENT CO., LTD.
   
  By: /s/ Chia-Yue Chang 
  Name: Chia-Yue Chang
  Title: Director

 

 

  CHIA-YUE CHANG
   
  By: /s/ Chia-Yue Chang
  Name: Chia-Yue Chang

 

5 

 

 

Exhibit No.   Description
     
99.1*   Joint Filing Agreement, dated February 13, 2012, by and between Jia Investment Co., Ltd. and Chia-Yue Chang

 

 

* previously filed

 

6