If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 8, 10 and 11: Includes (i) 94,849,055 Class A ordinary shares, par value $0.001 per share, of Highest Performances Holdings Inc. (the "Issuer") held by Sea Synergy Limited, and (ii) 400,000,000 Class B ordinary shares, par value $0.001 per share, of Issuer held by Sea Synergy Limited. Note to Row 13 Based on 1,372,547,538 ordinary shares, comprising of 372,547,538 Class A ordinary shares and 1,000,000,000 Class B ordinary shares, of the Issuer outstanding as of January 2, 2025 according to records of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 8, 10 and 11: Includes (i) 94,849,055 Class A ordinary shares, par value $0.001 per share, of Issuer held by Sea Synergy Limited, and (ii) 400,000,000 Class B ordinary shares, par value $0.001 per share, of Issuer held by Sea Synergy Limited. Note to Row 13 Based on 1,372,547,538 ordinary shares, comprising of 372,547,538 Class A ordinary shares and 1,000,000,000 Class B ordinary shares, of the Issuer outstanding as of January 2, 2025 according to records of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 8, 10 and 11: Includes (i) 94,849,055 Class A ordinary shares, par value $0.001 per share, of Issuer held by Sea Synergy Limited, and (ii) 400,000,000 Class B ordinary shares, par value $0.001 per share, of Issuer held by Sea Synergy Limited. Note to Row 13 Based on 1,372,547,538 ordinary shares, comprising of 372,547,538 Class A ordinary shares and 1,000,000,000 Class B ordinary shares, of the Issuer outstanding as of January 2, 2025 according to records of the Issuer.


SCHEDULE 13D


 
Sea Synergy Limited
 
Signature:/s/ Yinan Hu
Name/Title:Yinan Hu, Director
Date:01/06/2025
 
Summer Day Limited
 
Signature:/s/ Yinan Hu
Name/Title:Yinan Hu, Director
Date:01/06/2025
 
Yinan Hu
 
Signature:/s/ Yinan Hu
Name/Title:Yinan Hu
Date:01/06/2025

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of Highest Performances Holdings Inc.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 

 

 

 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 6, 2025.

 

  SEA SYNERGY
   
  By: /s/ Yinan Hu
    Name: Yinan Hu
    Title: Director 

 

  SUMMER DAY
   
  By: /s/ Yinan Hu
    Name: Yinan Hu
    Title: Director

 

   
  YINAN HU
   
  /s/ Yinan Hu

 

 

 

 

Exhibit 2

 

DIRECTORS AND EXECUTIVE OFFICERS OF SEA SYNERGY LIMITED

PERSONS CONTROLLING SEA SYNERGY LIMITED

 

The name, business address, present principal employment and citizenship of the sole director of Sea Synergy Limited are set forth below.

 

Name   Business Address   Present Principal
Employment
  Citizenship
Yinan Hu  

60/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

  Vice Chairman of Board of Directors and Chief Executive Officer of the Issuer and AIX Inc.   China

 

Sea Synergy is 100% held by Summer Day which is 100% owned by Mr. Yinan Hu. Mr. Hu is the sole director of Sea Synergy Limited. (See above for the information on Mr. Yinan Hu.)

 

DIRECTORS AND EXECUTIVE OFFICERS OF SUMMER DAY LIMITED

PERSONS CONTROLLING SUMMER DAY LIMITED

 

The name, business address, present principal employment and citizenship of the sole director of Summer Day are set forth below.

 

Name

 

Business Address

 

Present Principal
Employment

 

Citizenship

Yinan Hu  

60/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

  Vice Chairman of Board of Directors and Chief Executive Officer of the Issuer and AIX Inc.   China

 

Summer Day is 100% held by Mr. Hu. Mr. Hu is the sole director of Summer Day. (See above for the information on Mr. Yinan Hu.)

 

Exhibit 3

 

SHARE SUBSCRIPTION AGREEMENT

 

THIS AGREEMENT is made on December 30, 2024 between the following parties:

 

(1)Sea Synergy Limited, a company duly incorporated and validly existing under the laws of the British Virigin Islands (the "Subscriber"); and

 

(2)Highest Performances Holdings Inc., an exempt company with limited liability incorporated under the laws of Cayman Islands (Nasdaq: HPH) (the "Company").

 

The Subscriber and the Company are collectively referred to as the "Parties" and each a "Party."

 

1.SHARE SUBSCRIPTION

 

1.1 Subject to the terms and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of the title and interest in and to 400,000,000 class B ordinary shares of par value of US$0.001 each in the share capital of the Company (the "Subscription Shares"), together with all rights, privilege and restrictions now and hereafter attaching thereto, with the consideration as set forth in Clause 3.

 

1.2 At the Closing, (i) the Subscriber shall deliver the Purchase Price as defined in Section 3.1 to the Company by wire transfer in immediately available funds, and (ii) the Company shall deliver or cause to be delivered to the Subscriber one or more certificates in definitive form for the Subscription Shares, in such denomination or denominations and registered in such name or names (each, a “Designated Party”) as the Subscriber requests upon notice to the Company at least two Business Days prior to the Closing Date.

 

2.CONDITION PRECEDENT

 

2.1 Payment of the consideration for the Subscription Shares by the Subscriber shall be conditional upon the completion of the issuance and allotment of the Subscription Shares to the Subscriber in accordance with Clause 1 (“Condition Precedent”).

 

3.CONSIDERATION

 

3.1 The Parties agree that the total consideration of the Subscription Shares shall be US$0.001 per Subscription Share and US$400,000 in total payable by the Subscriber to a bank account designated by the Company. Any bank charges and currency conversion charges for transferring the fund shall be borne and paid by the Subscriber. The consideration for the Subscription Shares shall be paid within fifteen(15) business days upon the satisfaction of the Condition Precedent.

 

3.2 Any taxation and governmental charges in connection with the issuance and allotments of the Subscription Shares and arising from the execution or performance of this Agreement shall be borne by the Subscriber.

 

4.THE SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

 

As of the date of this Agreement, the Subscriber makes the following representations, warranties and covenants to the Company:

 

4.1 It is incorporated and validly existing under the applicable law and has the right to execute this Agreement.

 

 

 

 

4.2 It warrants that it will actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares pursuant to the applicable laws and regulations so as to ensure that the Subscriber legally own the Subscription Shares.

 

4.3 The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.

 

5.THE COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS

 

As of the date of this Agreement, the Company makes the following representations, warranties and covenants to the Subscriber:

 

5.1 It is incorporated and validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently conducted and to execute this Agreement.

 

5.2 It has the legal right and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which, when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.

 

5.3 The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.

 

5.4 The execution of, and the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:

 

5.4.1 result in a breach of any provision of its articles of association or any other constitutional document; and

 

5.4.2 result in a breach of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.

 

6.ENTIRE AGREEMENT

 

This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation, warranty or undertaking which is not included in this Agreement.

 

7.SEVERABILITY

 

If any provision of this Agreement shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable in accordance with their terms.

 

8.ASSIGNMENT

 

No Party shall be entitled to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the applicable law.

 

2

 

 

9.COSTS AND CHARGES

 

Unless otherwise provided in this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to the execution and implementation of this Agreement (including without limitation legal fees).

 

10.NOTICES

 

All notices shall be delivered either by hand, registered airmail or email to the following addresses (as the case may be):

 

Subscriber: Sea Synergy Limited

Address: Vistra Corporate Services Centre ,Wickhams Cay II ,Road Town, Tortola VG1110, British Virgin Islands

Email: huyinan@puyiwm.com

Attention Yinan Hu

 

Company: Highest Performances Holdings Inc.

Address: 61/F, Pearl River Tower No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623 People’s Republic of China

Email: yangyuanfen@puyiwm.com

AttentionYuanfeng Yang

 

Notices shall be deemed to have been delivered at the following times:

 

i.if by hand, on reaching the designated address subject to proof of delivery;

 

ii.if by courier, the fifth business day after the date of dispatch; and

 

iii.if by email, based on the date of the email shown in the incoming mailbox.

 

11.LIABILITY FOR BREACH OF AGREEMENT

 

11.1 If either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement, such Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.

 

11.2 The liability for breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of this Agreement and/or the completion of the equity interest transfer formalities.

 

12.GOVERNING LAW AND SUBMISSION TO JURISDICTION

 

12.1 This Agreement shall be construed in accordance with and be governed by the laws of Hong Kong.

 

12.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules in accordance with the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration in force at the date of this Agreement. The arbitration shall be conducted in Chinese.

 

12.3 The award of the arbitral tribunal shall be final and binding upon the parties to the arbitration, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

 

13.COUNTERPARTS

 

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter into this Agreement by executing any such counterpart.

 

(The remainder of this page is intentionally left blank)

 

3

 

 

IN WITNESS whereof the Parties have executed this Agreement on the day and year first above written.

 

Subscriber:   Sea Synergy Limited
     
    By: /s/ Yinan Hu
    Name:  Yinan Hu
    Title: Director

 

 

 

 

IN WITNESS whereof the Parties have executed this Agreement on the day and year first above written.

 

COMPANY:   Highest Performances Holdings Inc.
     
    By: /s/ Yong Ren
    Name:  Yong Ren
    Title: Director