SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Highest Performances Holdings Inc. (Name of Issuer) |
Class A ordinary share, par value $0.001 per sha (Title of Class of Securities) |
69373Y109 (CUSIP Number) |
Sea Synergy Limited c/o Yinan Hu, 60/F, Pearl River Tower, No. 15 West Zhujiang Road Guangzhou, F4, 510623 86-20-83886888 Summer Day Limited c/o Yinan Hu, 60/F, Pearl River Tower, No. 15 West Zhujiang Road Guangzhou, F4, 510623 86-20-83886888 Yinan Hu 60/F, Pearl River Tower, No. 15 West Zhujiang Road Guangzhou, F4, 510623 86-20-83886888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/02/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 69373Y109 |
1 |
Name of reporting person
Sea Synergy Limited | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
494,849,055.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
36.05 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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CUSIP No. | 69373Y109 |
1 |
Name of reporting person
Summer Day Limited | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
494,849,055.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
36.05 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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CUSIP No. | 69373Y109 |
1 |
Name of reporting person
Yinan Hu | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
CHINA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
494,849,055.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
36.05 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Class A ordinary share, par value $0.001 per sha |
(b) | Name of Issuer:
Highest Performances Holdings Inc. |
(c) | Address of Issuer's Principal Executive Offices:
61F, Pearl River Tower, No. 15 West Zhujiang Road, Tianhe, Guangdong,
CHINA
, 510623. |
Item 2. | Identity and Background |
(a) | This Schedule 13D is being filed by Sea Synergy Limited ("Sea Synergy"), Summer Day Limited ("Summer Day") and Yinan Hu (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Sea Synergy and Summer Day are both limited liability companies. Sea Synergy is wholly owned by Summer Day, which in turn is wholly owned by Mr. Yinan Hu. |
(b) | The business address of the Reporting Persons is 60/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, 510623. |
(c) | Mr. Hu serves as Chief Executive Officer of the Issuer and vice-chairman of the Issuer's board of directors. Mr. Hu serves as a Director of both Sea Synergy and Summer Day. Sea Synergy and Summer Da are limited liability companies without any substantive operations. |
(d) | During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Mr. Hu is a PRC citizen. Sea Synergy and Summer Day are both exempt company with limited liability incorporated under the laws of British Virgin Island. |
Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 2, Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On December 30, 2024, Sea Synergy entered into a share subscription agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, the Issuer agreed to issue to Sea Synergy 400,000,000 Class B ordinary shares of the Issuer (the "Subscription Shares"), at a price of US$0.001 per Subscription Share, for a total consideration of US$400,000. The share issuance was completed on January 2, 2025, following which Sea Synergy and Mr. Yinan Hu hold approximately 36.05% of the aggregate issued and outstanding Ordinary Shares and 39.95% of the voting power of the Issuer. Such transaction was funded by Mr. Yinan Hu's personal funds. | |
Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D for long-term strategic investment purposes. Mr. Yinan Hu currently serves as vice chairman and chief executive officer of the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions,. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Ordinary Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Items 3, 4 and 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | |
Item 5. | Interest in Securities of the Issuer |
(a) | The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 494,849,055, representing 94,849,055 Class A ordinary shares and 400,000,000 Class B ordinary shares directly held by Sea Synergy which is 100% held by Summer Day. Summer Day is 100% held by Mr. Yinan Hu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Summer Day Limited and Mr. Hu may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Sea Synergy. This does not include the equity interests held by Mr. Hu through Kingsford Resources Limited ("Kingsford"). Kingsford is the holder of record of 19,626,050 Class A Ordinary Shares of the Issuer, which is wholly owned by Better Rise Investments Limited ("Better Rise"). 27.16% of the total outstanding shares of Better Rise are held by Mr. Hu.
The Reporting Persons' aggregate percentage of beneficial ownership is 36.05%, representing 39.95% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is 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 outstanding as of January 2, 2025 according to records of the Issuer. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote. |
(b) | Each of the Reporting Persons has shared voting and dispositive power over the ordinary shares of reported in this Schedule 13D. |
(c) | During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the director and officer of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer except as reported herein. |
(d) | To the best knowledge of the Reporting Persons, except for the agreement described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer that they beneficially own. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D/A is incorporated by reference. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement dated January 5, 2024 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of (i) Sea Synergy and (ii) Summer Day (filed herewith)
Exhibit 3: Share Subscription Agreement, made between Highest Performances Holdings Inc. and Sea Synergy Limited |
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.
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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 |
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.
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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
Attention:Yuanfeng 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.
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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 |