Sec Form 13G Filing - HSG Holding Ltd filing for Noah Holdings Ltd (NOAH) - 2024-02-14

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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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 6)

 

 

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102*

(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:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

This CUSIP number applies to the Issuer’s American depositary shares, two of which represent one Ordinary Share.

(Continued on following pages)

Page 1 of 11 Pages

 

 

 


CUSIP No. 65487X102    Schedule 13G    Page 2 of 11

 

 1   

Name of reporting person

 

HONGSHAN CAPITAL I, L.P. (“HONGSHAN CAPITAL I”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

CAYMAN ISLANDS

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

0

   6   

Shared voting power

 

1,299,5401

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,299,5401

9   

Aggregate amount beneficially owned by each reporting person

 

1,299,5401

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

4.1%2

 12   

Type of reporting person

 

PN

 

1

Represented by 2,599,080 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 3 of 11

 

 1   

Name of reporting person

 

HONGSHAN CAPITAL PARTNERS FUND I, L.P. (“HONGSHAN CAPITAL PTRS I”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

CAYMAN ISLANDS

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

0

   6   

Shared voting power

 

149,3251

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

149,3251

9   

Aggregate amount beneficially owned by each reporting person

 

149,3251

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

0.5%2

 12   

Type of reporting person

 

PN

 

1

Represented by 298,650 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 4 of 11

 

 1   

Name of reporting person

 

HONGSHAN CAPITAL PRINCIPALS FUND I, L.P. (“HONGSHAN CAPITAL PRIN I”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

CAYMAN ISLANDS

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

0

   6   

Shared voting power

 

201,1351

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

201,1351

9   

Aggregate amount beneficially owned by each reporting person

 

201,1351

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

0.6%2

 12   

Type of reporting person

 

PN

 

1

Represented by 402,270 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 5 of 11

 

 1   

Name of reporting person

 

HONGSHAN CAPITAL MANAGEMENT I, L.P. (“HONGSHAN CAPITAL MGMT I”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

CAYMAN ISLANDS

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

0

   6   

Shared voting power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I.

9   

Aggregate amount beneficially owned by each reporting person

 

1,650,0001

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

5.2%2

 12   

Type of reporting person

 

PN

 

1

Represented by 3,300,000 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 6 of 11

 

 1   

Name of reporting person

 

HSG HOLDING LIMITED (“HSG HOLDING”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

CAYMAN ISLANDS

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

0

   6   

Shared voting power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN C APITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING.

9   

Aggregate amount beneficially owned by each reporting person

 

1,650,0001

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

5.2%2

 12   

Type of reporting person

 

OO

 

1

Represented by 3,300,000 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 7 of 11

 

 1   

Name of reporting person

 

SNP CHINA ENTERPRISES LIMITED (“SNP CHINA ENTERPRISES”)

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

 

0

   6   

Shared voting power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES.

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

1,650,0001 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES.

9   

Aggregate amount beneficially owned by each reporting person

 

1,650,0001

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

5.2%2

 12   

Type of reporting person

 

OO

 

1

Represented by 3,300,000 American Depositary Shares.

2

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 8 of 11

 

 1   

Name of reporting person

 

NEIL NANPENG SHEN (“NS”)

2   

Check the appropriate box if a member of a group

(a)  ☐  (b) ☐

 

3   

SEC use only

 

4   

Citizenship or place of organization

 

HONG KONG SAR

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5   

Sole voting power

 

202,261 shares1

   6   

Shared voting power

 

1,650,0002 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

   7   

Sole dispositive power

 

202,261 shares

   8   

Shared dispositive power

 

1,650,0002 shares, of which 1,299,540 shares are directly held by HONGSHAN CAPITAL I, 149,325 shares are directly held by HONGSHAN CAPITAL PTRS I and 201,135 shares are directly held by HONGSHAN CAPITAL PRIN I. The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

9   

Aggregate amount beneficially owned by each reporting person

 

1,852,2613 shares

 10   

Check box if the aggregate amount in Row (9) excludes certain shares

 

 11   

Percent of class represented by amount in Row 9

 

5.8%4

 12   

Type of reporting person

 

IN

 

1

Represented by 404,523 American Depositary Shares.

2

Represented by 3,300,000 American Depositary Shares.

3

Represented by 3,704,523 American Depositary Shares.

4

Based on a total of 31,945,575 shares outstanding as of December 31, 2022, as reported in the Issuer’s 20-F filed with the Securities and Exchange Commission on April 24, 2023.


CUSIP No. 65487X102    Schedule 13G    Page 9 of 11

 

 

ITEM 1.

 

  (a) Name of Issuer:    Noah Holdings Limited
     (b) Address of Issuer’s Principal Executive Offices:
     No. 1687 Changyang Road, Changyang Valley, Building 2
     Shanghai 200090
     People’s Republic of China

 

ITEM 2.

(a) Name of Persons Filing:

HongShan Capital I, L.P.

HongShan Capital Partners Fund I, L.P.

HongShan Capital Principals Fund I, L.P.

HongShan Capital Management I, L.P.

HSG Holding Limited

SNP China Enterprises Limited

Neil Nanpeng Shen

The General Partner of each of HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I and HONGSHAN CAPITAL PRIN I is HONGSHAN CAPITAL MGMT I. The General Partner of HONGSHAN CAPITAL MGMT I is HSG HOLDING. HSG HOLDING is wholly owned by SNP CHINA ENTERPRISES. NS wholly owns SNP CHINA ENTERPRISES.

(b) Address of Principal Business Office or, if none, Residence:

Suite 3613, 36/F, Two Pacific Place

88 Queensway

Hong Kong

(c) Citizenship:

HONGSHAN CAPITAL MGMT I, HONGSHAN CAPITAL I, HONGSHAN CAPITAL PTRS I, HONGSHAN CAPITAL PRIN I, HSG HOLDING: Cayman Islands

SNP CHINA ENTERPRISES: British Virgin Islands

NS: Hong Kong SAR

(d)    Title of Class of Securities:    Ordinary Shares
(e)    CUSIP Number:    65487X102

 

ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4.

Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES


CUSIP No. 65487X102    Schedule 13G    Page 10 of 11

 

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

 

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


CUSIP No. 65487X102    Schedule 13G    Page 11 of 11

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024

 

HongShan Capital I, L.P.
HongShan Capital Partners Fund I, L.P.
HongShan Capital Principals Fund I, L.P.
By:   HongShan Capital Management I, L.P.
General Partner of each
By:   HSG Holding Limited
its General Partner
By:   /s/ Neil Nanpeng Shen
Neil Nanpeng Shen
HongShan Capital Management I, L.P.
By:   HSG Holding Limited
its General Partner
By:   /s/ Neil Nanpeng Shen
Neil Nanpeng Shen
HSG Holding Limited
By:   /s/ Neil Nanpeng Shen
Neil Nanpeng Shen
SNP China Enterprises Limited
By:   /s/ Neil Nanpeng Shen
Neil Nanpeng Shen, Owner and Director
/s/ Neil Nanpeng Shen
Neil Nanpeng Shen