SCHEDULE 13G/A: HongShan Capital Reports 4.9% Stake in Noah Holdings

HongShan Capital and its affiliates, led by Neil Nanpeng Shen, have reported a combined beneficial ownership of 4.9% in Noah Holdings Limited, totaling 16,406,210 ordinary shares.

Summary

• HongShan Capital I, L.P. beneficially owns 11,328,515 Class A Ordinary Shares, representing 3.4% of the class.
• HongShan Capital Partners Fund I, L.P. beneficially owns 1,301,720 Class A Ordinary Shares, representing 0.4% of the class.
• HongShan Capital Principals Fund I, L.P. beneficially owns 1,753,365 Class A Ordinary Shares, representing 0.5% of the class.
• HongShan Capital Management I, L.P., as the general partner of the three aforementioned funds, beneficially owns 14,383,600 Class A Ordinary Shares, representing 4.3% of the class.
• HSG Holding Limited, as the general partner of HongShan Capital Management I, beneficially owns 14,383,600 Class A Ordinary Shares, representing 4.3% of the class.
• SNP China Enterprises Limited, as the wholly-owned parent of HSG Holding Limited, beneficially owns 14,383,600 Class A Ordinary Shares, representing 4.3% of the class.
• Neil Nanpeng Shen, as the wholly-owned parent of SNP China Enterprises Limited, beneficially owns a total of 16,406,210 Class A Ordinary Shares, representing 4.9% of the class.
• Neil Nanpeng Shen holds sole voting and dispositive power over 2,022,610 shares and shared voting and dispositive power over 14,383,600 shares.
• The reported percentages are based on a total of 335,153,359 Class A Ordinary Shares outstanding as of December 31, 2024, as reported in Noah Holdings Limited's 20-F filed on April 24, 2025.
• The beneficial ownership is represented by 3,281,242 American Depositary Shares (ADS).

Sentiment

Score: 6

Explanation: The filing reports a significant, albeit passive, beneficial ownership stake by HongShan Capital and its affiliates in Noah Holdings. While the aggregate ownership is below 5%, indicating a passive investment, the continued presence of a prominent institutional investor is generally viewed as a neutral to slightly positive signal, reflecting ongoing interest.

Positives

• Continued significant institutional investment by HongShan Capital and its affiliates in Noah Holdings, indicating ongoing interest in the company's prospects.
• The substantial aggregate beneficial ownership of 4.9% by a prominent investment group suggests a notable, albeit passive, stake.

Negatives

• The aggregate beneficial ownership for the group is 4.9%, which is below the 5% threshold typically requiring a Schedule 13D filing for active investors, classifying this as a passive investment.

Risks

• No specific risks are detailed in this Schedule 13G filing beyond the inherent risks associated with equity investments.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership report.

Industry Context

This filing reflects the continued investment activity of a major private equity firm, HongShan Capital, in a publicly traded company, Noah Holdings Limited. Such institutional holdings are common in the financial services sector, particularly for companies with established market positions.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's stake. The continued presence of a major investor like HongShan Capital may offer some stability or confidence.

Key Dates

Keywords

Noah Holdings, HongShan Capital, Neil Nanpeng Shen, SEC filing, Schedule 13G, beneficial ownership, institutional investment, ordinary shares, American Depositary Shares, passive investment