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Form Serial Number: |
DA20230111E00543
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| 1.
Date of relevant event: |
23/12/2022
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
06686 |
| 4.
Name of listed corporation: |
Noah Holdings Private Wealth and Asset Management Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
31,945,575 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Shen |
| (Other names) |
Nan Peng |
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| 10.
Name of director (Chinese): |
沈南鵬 |
| 11.
Chinese Character Code as printed on HKID Card: |
308805897720 |
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| 24.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved
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Currency of transaction |
On Exchange
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Off Exchange
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Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Consideration code
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| Long position |
| 1701 | Miscellaneous
On listing of the corporation or a class of shares of the listed corporation |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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1,852,261 |
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| Short position |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,852,261 | 5.80 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,852,261 | 5.80 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
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| 2201 | Interest of corporation controlled by you |
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| 28.
Further information in derivative interests in listed corporation : |
| Derivatives code |
Exercise period (dd/mm/yyyy) |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Currency | Price for grant | Currency | Exercise price | Currency | Price on assignment | |
| Long position | | 4104 | Listed derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| | | | | | | | | 1,852,261 |
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| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
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| 30.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| SNP China Enterprises Limited | Newhaven Corporate Services (B.V.I.) Limited, 3rd Floor, J & C Building, Road Town, Tortola, British Virgin Islands, VG1110 | Shen Nan Peng | 100.00 | N | |
| SC China Holding Limited | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | SNP China Enterprises Limited | 100.00 | N | |
| Sequoia Capital China Management I, L.P. | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | SC China Holding Limited as general partner | 100.00 | N | |
| Sequoia Capital China I, L.P. | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Sequoia Capital China Management I, L.P. as general partner | 100.00 | Y | |
| Sequoia Capital China Partners Fund I, L.P. | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Sequoia Capital China Management I, L.P. as general partner | 100.00 | Y | |
| Sequoia Capital China Principals Fund I, L.P. | Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Sequoia Capital China Management I, L.P. as general partner | 100.00 | Y | |
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| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 32.
Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
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| 33.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a director is interested under sections 317 and 318 | |
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| 34.
Supplementary information: |
The voluntary conversion of the Company to dual-primary listing on the Main Board of the Stock Exchange became effective on 23 December 2022. The equity derivatives represent the American Depository Shares ("ADS") which are convertible into Class A ordinary shares on 2 to 1 basis. Mr. Shen Nanpeng is also deemed to be interested in the ADS held by each of Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., and Sequoia Capital China Principals Fund I, L.P.
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| 35.
Log/Serial Number of the previous form: |
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 3A: |
11/01/2023
(dd/mm/yyyy)
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