Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 65487X102

13G

1

Names of Reporting Person
Zhe Yin

2

Check the Appropriate Box if a Member of a Group

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
The Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,708,659 ordinary shares (See Item 4)

6

Shared Voting Power
0

7

Sole Dispositive Power
1,708,659 ordinary shares (See Item 4)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,708,659 ordinary shares (See Item 4)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
5.6%3

12

Type of Reporting Person
IN

CUSIP No. 65487X102

13G

1

Names of Reporting Person
Yin Investment Co., Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)  o

(b)  o

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
1,605,000 ordinary shares (See Item 4)

6

Shared Voting Power
0

7

Sole Dispositive Power
1,605,000 ordinary shares (See Item 4)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,605,000 ordinary shares (See Item 4)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11

Percent of Class Represented by Amount in Row (9)
5.2%4

12

Type of Reporting Person
CO

CUSIP No. 65487X102

13G

Item 1(a).

Name of Issuer

Noah Holdings Limited

Item 1(b).

Address of Issuers Principal Executive Offices

No. 1687 Changyang Road, Changyang Valley, Building 2, Shanghai 200090, The Peoples Republic of China

Item 2(a).

Name of Person Filing

Zhe Yin

Yin Investment Co., Ltd.

Item 2(b).

Address of Principal Business Office or, if none, Residence

For each of Zhe Yin and Yin Investment Co., Ltd.:

Building 2, 1687 Changyang Road, Yangpu District, Shanghai, P.R. China, 200090

Item 2(c).

Citizenship

Mr. Zhe Yin is a citizen of the Peoples Republic of China.

Yin Investment Co., Ltd. is a British Virgin Islands company.

Item 2(d).

Title of Class of Securities

Ordinary shares, par value US$0.0005 per share

Item 2(e).

CUSIP No.

65487X102.

This CUSIP number applies to the issuers American depositary shares; Two American depositary shares represent one ordinary share.

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.

CUSIP No. 65487X102

13G

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, 2019, Mr. Zhe Yin has the right to acquire 52,407 ordinary shares upon vesting of restricted shares and 51,252 ordinary shares upon exercise of options.

Yin Investment Co., Ltd. (Yin Investment) is the record owner of 1,605,000 ordinary shares of the issuer. Mr. Zhe Yin is the sole director of Yin Investment and as such has power to vote and dispose of the ordinary shares held by Yin Investment. Mr. Zhe Yin is the beneficial owner of all the ordinary shares held by Yin Investment. The Trust was established for the purposes of Mr. Zhe Yins wealth management.

Yin Investment is indirectly wholly owned by ARK Trust (Hong Kong) Limited in its capacity as trustee of the Safe Harbor Trust (the Trust) constituted under the laws of Hong Kong, with Mr. Zhe Yin as the settlor and sole beneficiary of the Trust. Yin Investment is directly wholly owned by Phythm Profit Investment Limited, a British Virgin Islands company, which is in turn wholly owned by ARK Trust (Hong Kong) Limited, a professional trustee company. Therefore, ARK Trust (Hong Kong) Limited as trustee of the Trust may be considered to indirectly hold the shares of Yin Investment. However, the Trustee disclaims beneficial ownership of all such shares. ARK Trust (Hong Kong) Limited as trustee of the Trust has no power to dispose of the ordinary shares held by Yin Investment except upon written instruction by Mr. Zhe Yin, or to avoid criminal sanction or civil liability to persons not connected with the Trust, or to avoid adverse impact on the reputation of ARK Trust (Hong Kong) Limited or any of its associates.

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.

DATED: February 13, 2020

ZHE YIN

By:

/s/ Zhe Yin

Name:

Zhe Yin

YIN INVESTMENT CO., LTD.

By:

/s/ Zhe Yin

Name:

Zhe Yin

Title:

Director

Exhibit No.

Description

99.1*

Joint Filing Agreement, dated February 13, 2012, by and between Yin Investment Co., Ltd. and Zhe Yin