Amended Statement of Ownership (sc 13g/a)
January 24 2022 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Noah Holdings
Limited
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(Name of Issuer)
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Ordinary Shares, Par Value US$0.0005 Per Share1
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(Title of Class of Securities)
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65487X1022
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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).
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1
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Two American depositary shares represent one ordinary share.
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2
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This CUSIP number applies to the Issuer’s American depositary
shares.
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CUSIP No. 65487X102
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13G
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Page 1 of 4
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1
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NAMES OF REPORTING PERSON
Chia-Yue Chang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of China (Taiwan)
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
2,047,900 ordinary shares (See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,047,900 ordinary shares (See Item 4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,900 ordinary shares (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.79%
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|
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 65487X102
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13G
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Page 2 of 4
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1
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NAMES OF REPORTING PERSON
Jia Investment Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
2,047,900 ordinary shares (See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,047,900 ordinary shares (See Item 4)
|
8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,900 ordinary shares (See Item 4)
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.79%
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12
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. 65487X102
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13G
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Page 3 of 4
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Item 1(a).
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NAME OF ISSUER
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Noah Holdings Limited
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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No. 1687 Changyang Road, Changyang
Valley, Building 2, Shanghai 200090, The People’s Republic of China
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Item 2(a).
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NAME OF PERSON FILING
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Chia-Yue Chang
Jia Investment Co., Ltd.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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For each of Chia-Yue Chang and
Jia Investment Co., Ltd.:
Building 2, 1687 Changyang Road,
Yangpu District, Shanghai, P.R. China, 200090
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).
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TITLE OF CLASS OF SECURITIES
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Ordinary shares, par value US$0.0005
per share
65487X102.
This CUSIP number applies to the
issuer’s American depositary shares (“ADS”); Two ADSs represent one ordinary share.
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Item 3.
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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:
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Not applicable.
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, 2021, Jia Investment
Co., Ltd. is the record owner of 2,000,000 ordinary shares of the Issuer. Jia Investment Co., Ltd. also owns 24,700 ordinary shares in
the form of restricted ADS and has the right to acquire 22,200 ordinary shares upon exercise of options under the share incentive plan
of the issuer, and Jia Investment Co., Ltd. also holds 1,000 ordinary shares in the form of ADS purchased from secondary market.
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.
CUSIP No. 65487X102
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13G
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Page 4 of 4
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
Not applicable.
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: January 24, 2022
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Jia
Investment Co., Ltd.
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By:
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/s/ Chia-Yue Chang
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Name: Chia-Yue Chang
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Title: Director
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Chia-Yue
Chang
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By:
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/s/ Chia-Yue Chang
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Name: Chia-Yue Chang
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* previously filed
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