UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Noah Holdings Ltd

(Name of Issuer)

American Depository Shares

(Title of Class of Securities)

65487X102**

(CUSIP Number)

Yiheng Capital Management, LP
101 California Street, Suite 2880
San Francisco, CA 94111
415-582-6360 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  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 disclosures provided in a prior cover page.

** This CUSIP number applies to the Issuer's ADSs, one of which represents 0.5 Ordinary Shares. The Reporting Persons (defined below) hold ADSs, but the number of shares reported as held by them in this Schedule 13G represents the Issuer’s Ordinary Shares. The original Schedule 13G filed by the Reporting Persons with respect to the Ordinary Shares stated that their holdings first exceeded 5% of the class on October 25, 2019. Those holdings actually first exceeded 5% on July 9, 2019, when the Reporting Persons held ADSs equaling 1,592,810 Ordinary Shares, or 5.2% of the class. Further, the Reporting Persons held ADSs equaling 2,347,610 Ordinary Shares on December 31, 2019, or 7.6% of the class.

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).

 
CUSIP No. 65487X102   13G  

Page 2 of 7 Pages 

     
1.   NAMES OF REPORTING PERSONS

Yiheng Capital Partners, L.P.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

 

 

5.

 

 

 

SOLE VOTING POWER
 
00,000

  6.   SHARED VOTING POWER
 
3,323,461
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.   SHARED DISPOSITIVE POWER
 
3,323,461
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,323,461
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.79%
   
12.   TYPE OF REPORTING PERSON (see instructions)

PN
   
 
CUSIP No. 65487X102   13G  

Page 3 of 7 Pages 

     
1.   NAMES OF REPORTING PERSONS

Yiheng Capital, LLC
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

 

 

5.

 

 

 

SOLE VOTING POWER
 
00,000

  6.   SHARED VOTING POWER
 
3,323,461
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.   SHARED DISPOSITIVE POWER
 
3,323,461
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,323,461
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.79%
   
12.   TYPE OF REPORTING PERSON (see instructions)

OO
   
 

CUSIP No. 65487X102 

  13G  

Page 4 of 7 Pages 

     
1.   NAMES OF REPORTING PERSONS

Yiheng Capital Management, LP
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

 

 

5.

 

 

 

SOLE VOTING POWER
 
00,000

  6.   SHARED VOTING POWER
 
3,323,461
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.   SHARED DISPOSITIVE POWER
 
3,323,461
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,323,461
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.79%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IA
   
 
 

CUSIP No. 65487X102 

  13G  

Page 5 of 7 Pages 

     
1.   NAMES OF REPORTING PERSONS

Yuanshan Guo
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  

 

 

5.

 

 

 

SOLE VOTING POWER
 
00,000

  6.   SHARED VOTING POWER
 
3,323,461
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.   SHARED DISPOSITIVE POWER
 
3,323,461
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,323,461
   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.79%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN,HC