Highest Performances Holdings Inc.
29.14%
400,000,000
1750264
69373Y109
Mar 13, 2025
Mar 18, 2025, 04:15 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Sea Synergy Limited | CO | 29.14% | 400,000,000 | 400,000,000 | 0 |
| Summer Day Limited | CO | 29.14% | 400,000,000 | 400,000,000 | 0 |
| Yinan Hu | Individual | 29.14% | 400,000,000 | 400,000,000 | 0 |
Disclosure Items (7)
Class A ordinary share, par value $0.001 per share
Highest Performances Holdings Inc.
12F, Block B, Longhu Xicheng Tianjie, Chengdu, Sichuan Province, F4, 610036
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.
The business address of the Reporting Persons is 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, 510623.
Mr. Hu serves as a Director of both Sea Synergy and Summer Day. Sea Synergy and Summer Day are limited liability companies without any substantive operations.
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.
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.
The information set forth in Items 2, Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On March 14, 2025, Sea Synergy Limited sent a written request (the "Written Request") to the Issuer to convert all of its Class B Ordinary Shares amounting 400,000,000 into fully paid and non-assessable Class A ordinary shares (the "Converted Class A ordinary shares") of the Issuer. With the approval of the board of directors of the Issuer, the conversion of the Class B ordinary shares (the "Share Conversion") has been completed on March 14, 2025. Also on March 14, 2025, Sea Synergy entered into share purchase and sale agreements with Vast Fame Global Limited and Foxtrot Holding Ltd. Under these agreements, Sea Synergy transferred 68,490,122 Class A ordinary shares to Vast Fame Global Limited and 26,358,933 Class A ordinary shares to Foxtrot Holding Ltd., at a price of approximately US$0.108 per ordinary share, or US$0.163 per ADS, for total consideration of US$7,442,593 and US$2,864,337, respectively. The share transfers were completed on March 14, 2025. Following aforementioned transaction, Sea Synergy and Mr. Yinan Hu hold approximately 29.14% of the aggregate issued and outstanding Ordinary Shares and 0.66% of the voting power of the Issuer.
The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 400,000,000 Class A 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. The Reporting Persons' aggregate percentage of beneficial ownership is 29.14%, representing 0.66% 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 772,547,538 Class A ordinary shares and 600,000,000 Class B ordinary shares, of the Issuer outstanding as of March 14, 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.
Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D.
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.
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.
Not applicable.
The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D/A is incorporated by reference. On March 14, 2025, in connection with the Share Conversion, Sea Synergy entered into a Supplement Agreement to the Share Subscription Agreement made on December 30, 2024 with the Issuer, pursuant to which Sea Synergy agreed not to transfer, sell, or otherwise dispose of any Converted Class A ordinary shares or similar securities of the Issuer held by it, without the prior approval of the board of directors of the Issuer for a period of five years after March 14, 2025. 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.
Exhibit 1: Joint Filing Agreement dated March 18, 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 Purchase And Sale Agreement, made between Sea Synergy Limited and Vast Fame Global Limited Exhibit 4: Share Purchase And Sale Agreement, made between Sea Synergy Limited and Foxtrot Holding Ltd