[SCHEDULE 13G/A] Noah Holdings Limited American SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary
HongShan-related entities and Neil Nanpeng Shen filed an amendment to Schedule 13G reporting combined beneficial ownership in Noah Holdings Limited of 16,406,215 Class A Ordinary Shares, represented by 3,281,243 American Depositary Shares, equal to 4.9% of the Class A ordinary shares outstanding (based on 335,153,359 shares outstanding as of 12/31/2024, per the issuer's 20-F). The filing breaks down holdings across affiliated funds: HongShan Capital I holds 11,328,515 shares, HongShan Capital Partners Fund I 1,301,720, and HongShan Capital Principals Fund I 1,753,365, with HongShan Capital Management I, HSG Holding and SNP China Enterprises shown as control/holding entities.
The filing discloses voting and dispositive power allocations, including 2,022,610 shares of sole voting and dispositive power attributable to Neil Nanpeng Shen and 14,383,600 shares of shared voting/dispositive power across several HongShan entities. No additional transactions, agreements, or changes to group membership are reported.
Positive
Detailed disclosure of beneficial ownership across affiliated entities and ADS representation
Clear mapping of control chain from funds to HongShan Capital Management to HSG and SNP China Enterprises
Negative
None.
Insights
TL;DR: HongShan and founder Neil Shen report a 4.9% stake in Noah, disclosed across funds and holding companies; ownership remains below 5%.
The filing consolidates beneficial ownership across related funds and holding entities, clarifying the chain of control and share counts represented by ADSs. The reported 4.9% stake is material to disclose but remains below common regulatory thresholds that trigger additional obligations or presumption of control. The breakdown shows the largest direct holding is HongShan Capital I with 11.33 million Class A shares. For analysts, this is useful ownership transparency but not a change in control or a new significant stake that would typically alter valuations or governance expectations.
TL;DR: Filing maps ownership and voting power among affiliates and Neil Shen, confirming centralized influence but not a >5% control position.
The disclosure details both sole and shared voting and dispositive powers, showing Neil Shen holds some sole power (2,022,610 shares) while larger positions are held collectively by affiliated funds with shared power. The hierarchical ownership structure (funds managed by HongShan Capital Management I, owned by HSG Holding, wholly owned by SNP China Enterprises, which is owned by NS) is plainly stated and improves transparency for governance assessment. However, because total beneficial ownership is 5%, this filing does not indicate a formal control event or group dissolution/formation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Noah Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.00005 per share
(Title of Class of Securities)
654870102
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
HongShan Capital I, L.P. ("HONGSHAN CAPITAL I")
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
11,328,515.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,328,515.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,328,515.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 2,265,703 American Depositary Shares.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
HongShan Capital Partners Fund I, L.P. ("HONGSHAN CAPITAL PTRS I")
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
1,301,720.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,301,720.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,301,720.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 260,344 American Depositary Shares.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
HongShan Capital Principals Fund I, L.P. ("HONGSHAN CAPITAL PRIN I")
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
1,753,365.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,753,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,753,365.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 350,673 American Depositary Shares.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
HongShan Capital Management I, L.P. ("HONGSHAN CAPITAL MGMT I")
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
14,383,600.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,383,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,383,600.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 2,876,720 American Depositary Shares.
Row 6, 8 and 9. 11,328,515 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL I, 1,301,720 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL PTRS I and 1,753,365.00 Class A Ordinary 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.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
HSG Holding Limited ("HSG HOLDING")
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
14,383,600.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,383,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,383,600.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 2,876,720 American Depositary Shares.
Row 6, 8 and 9. 11,328,515 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL I, 1,301,720 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL PTRS I and 1,753,365.00 Class A Ordinary 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.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
SNP China Enterprises Limited ("SNP CHINA ENTERPRISES")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,383,600.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,383,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,383,600.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Row 6, 8 and 9. Represented by 2,876,720 American Depositary Shares.
Row 6, 8 and 9. 11,328,515 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL I, 1,301,720 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL PTRS I and 1,753,365.00 Class A Ordinary 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.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
CUSIP No.
654870102
1
Names of Reporting Persons
Neil Nanpeng Shen ("NS")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,022,610.00
6
Shared Voting Power
14,383,600.00
7
Sole Dispositive Power
2,022,610.00
8
Shared Dispositive Power
14,383,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,406,210.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Row 5 and 7. Represented by 404,522 American Depositary Shares.
Row 6 and 8. Represented by 2,876,720 American Depositary Shares.
Row 9. Represented by 3,281,242 American Depositary Shares ("shares").
Row 6, 8 and 9. 11,328,515 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL I, 1,301,720 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL PTRS I and 1,753,365.00 Class A Ordinary 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.
Row 11. Based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Noah Holdings Limited
(b)
Address of issuer's principal executive offices:
No.1226, South Shenbin Road, Minhang District, Shanghai 201107, People's Republic of China
Item 2.
(a)
Name of person 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 or 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, par value $0.00005 per share
(e)
CUSIP No.:
654870102
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
16,406,215
Represented by 3,281,243 American Depositary Shares.
11,328,515 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL I, 1,301,720 Class A Ordinary Shares are directly held by HONGSHAN CAPITAL PTRS I and 1,753,365.00 Class A Ordinary 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.
(b)
Percent of class:
4.9%
The percentage is based on a total of 335,153,359 shares of Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on April 24, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Neil Nanpeng Shen: 2,022,610
(ii) Shared power to vote or to direct the vote:
HongShan Capital I, L.P.: 11,328,515
HongShan Capital Partners Fund I, L.P.: 1,301,720
HongShan Capital Principals Fund I, L.P.: 1,753,365
HongShan Capital Management I, L.P.: 14,383,600
HSG Holding Limited: 14,383,600
SNP China Enterprises Limited: 14,383,600
Neil Nanpeng Shen: 14,383,600
(iii) Sole power to dispose or to direct the disposition of:
Neil Nanpeng Shen: 2,022,610
(iv) Shared power to dispose or to direct the disposition of:
HongShan Capital I, L.P.: 11,328,515
HongShan Capital Partners Fund I, L.P.: 1,301,720
HongShan Capital Principals Fund I, L.P.: 1,753,365
HongShan Capital Management I, L.P.: 14,383,600
HSG Holding Limited: 14,383,600
SNP China Enterprises Limited: 14,383,600
Neil Nanpeng Shen: 14,383,600
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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.
Certifications:
Not Applicable
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.
HongShan Capital I, L.P. ("HONGSHAN CAPITAL I")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
08/14/2025
HongShan Capital Partners Fund I, L.P. ("HONGSHAN CAPITAL PTRS I")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
08/14/2025
HongShan Capital Principals Fund I, L.P. ("HONGSHAN CAPITAL PRIN I")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
08/14/2025
HongShan Capital Management I, L.P. ("HONGSHAN CAPITAL MGMT I")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
08/14/2025
HSG Holding Limited ("HSG HOLDING")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
08/14/2025
SNP China Enterprises Limited ("SNP CHINA ENTERPRISES")
What stake in Noah Holdings (NOAH) is reported in this Schedule 13G/A?
The filers report beneficial ownership of 16,406,215 Class A Ordinary Shares (represented by 3,281,243 ADSs), equal to 4.9% of Class A shares outstanding.
Which HongShan entity holds the largest direct position in NOAH?
HongShan Capital I, L.P. directly holds 11,328,515 Class A Ordinary Shares per the filing.
Does Neil Nanpeng Shen have sole voting or dispositive power?
Yes. Neil Nanpeng Shen is reported to have sole voting power and sole dispositive power over 2,022,610 shares.
Is this filing indicating a change of control or a group formation?
No. The filing states not applicable for group identification/dissolution and reports total ownership under 5%, so it does not indicate a control event.
On what share count is the ownership percentage based?
The 4.9% figure is based on 335,153,359 Class A Ordinary Shares outstanding as of December 31, 2024, per the issuer's 20‑F.
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