0001193125-14-046779.txt : 20140212 0001193125-14-046779.hdr.sgml : 20140212 20140212061552 ACCESSION NUMBER: 0001193125-14-046779 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: NAN PENG SHEN GROUP MEMBERS: SC CHINA HOLDING LTD GROUP MEMBERS: SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. GROUP MEMBERS: SNP CHINA ENTERPRISES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Noah Holdings Ltd CENTRAL INDEX KEY: 0001499543 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86013 FILM NUMBER: 14596525 BUSINESS ADDRESS: STREET 1: NO. 32 QINHUANGDAO ROAD, BUILDING C, CITY: SHANGHAI STATE: F4 ZIP: 200082 BUSINESS PHONE: (86-21) 3860-2301 MAIL ADDRESS: STREET 1: NO. 32 QINHUANGDAO ROAD, BUILDING C, CITY: SHANGHAI STATE: F4 ZIP: 200082 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL CHINA I LP CENTRAL INDEX KEY: 0001470760 IRS NUMBER: 203514012 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 SC 13G/A 1 d671505dsc13ga.htm SC 13G/A SC 13G/A

 

 

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. 2)

 

 

Noah Holdings Limited

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

65487X102

(CUSIP Number)

12/31/13

(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)

x Rule 13d-1(d)

 

 

 

(Continued on following pages)

13G

 

CUSIP No. 65487X102     Page 2 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3514012

  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

 

3,859,240

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

3,859,240

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,859,240

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.0%

12  

TYPE OF REPORTING PERSON

 

PN

13G

 

CUSIP No. 65487X102     Page 3 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-4387549

  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

 

443,450

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

443,450

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

443,450

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.6%

12  

TYPE OF REPORTING PERSON

 

PN

13G

 

CUSIP No. 65487X102     Page 4 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-4887879

  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

 

597,310

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

597,310

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

597,310

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2%

12  

TYPE OF REPORTING PERSON

 

PN

13G

 

CUSIP No. 65487X102     Page 5 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3348112

  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

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,900,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.8%

12  

TYPE OF REPORTING PERSON

 

PN

13G

 

CUSIP No. 65487X102     Page 6 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SC CHINA HOLDING LIMITED (“SCC HOLD”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  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

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,900,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.8%

12  

TYPE OF REPORTING PERSON

 

OO

13G

 

CUSIP No. 65487X102     Page 7 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SNP CHINA ENTERPRISES LIMITED (“SNP”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  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

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,900,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.8%

12  

TYPE OF REPORTING PERSON

 

OO

13G

 

CUSIP No. 65487X102     Page 8 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

NAN PENG SHEN (“NS”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

  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

 

121,551

   6   

SHARED VOTING POWER

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

   7   

SOLE DISPOSITIVE POWER

 

121,551

   8   

SHARED DISPOSITIVE POWER

 

4,900,000 shares of which 3,859,240 shares are directly held by SCC I, 443,450 shares are directly held by SCC PTRS I and 597,310 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,900,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.2%

12  

TYPE OF REPORTING PERSON

 

IN

13G

 

CUSIP No. 65487X102     Page 9 of 12 Pages

 

ITEM 1.

 

  (a) Name of Issuer:   Noah Holdings Limited

 

  (b) Address of Issuer’s Principal Executive Offices:

        No. 32 Qinhuangdao Road, Building C

        Shanghai 200082

        People’s Republic of China

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.

 

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

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

 

(c) Title of Class of Securities: Ordinary Shares

 

(d) 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

13G

 

CUSIP No. 65487X102     Page 10 of 12 Pages

 

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

13G

 

CUSIP No. 65487X102     Page 11 of 12 Pages

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 12, 2014

 

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
 

By: Sequoia Capital China Management I, L.P.

General Partner of each

 

By: SC China Holding Limited

its General Partner

  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
Sequoia Capital China Management I, L.P.
 

By: SC China Holding Limited

its General Partner

  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SC China Holding Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SNP China Enterprises Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen

13G

 

CUSIP No. 65487X102     Page 12 of 12 Pages

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 12, 2014

 

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
 

By: Sequoia Capital China Management I, L.P.

General Partner of each

 

By: SC China Holding Limited

its General Partner

  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
Sequoia Capital China Management I, L.P.
 

By: SC China Holding Limited

its General Partner

  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SC China Holding Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen
SNP China Enterprises Limited
  By:  

/s/ Nan Peng Shen

  Nan Peng Shen, Owner and Director

/s/ Nan Peng Shen

Nan Peng Shen