| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Highest Performances Holdings Inc. (Name of Issuer) |
Class A Ordinary Shares, Par Value US$0.001 Per Share (Title of Class of Securities) |
69373Y109 (CUSIP Number) |
01/02/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 69373Y109 |
| 1 | Names of Reporting Persons Kingsford Resources Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,626,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Note to Row 5, 7, 9:
Includes 19,626,050 Class A ordinary shares, par value $0.001 per share, of Highest Performances Holdings Inc. (the "Issuer") held by Kingsford Resources Limited. Kingsford Resources Limited is wholly owned by Better Rise Investments Limited. 58.1% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Lichong Liu, 27.1% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Yinan Hu, 12.7% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Peng Ge, and the remaining 2.1% are held by Mr. Jun Li. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Kingsford by virtue of his majority ownership of Kingsford through Better Rise Investments Limited. Mr. Liu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by Kingsford, except to the extent of his pecuniary interest therein.
Note to Row 11:
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 13G |
| CUSIP No. | 69373Y109 |
| 1 | Names of Reporting Persons Better Rise Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,626,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Note to Row 5, 7, 9:
Includes 19,626,050 Class A ordinary shares, par value $0.001 per share, of the Issuer held by Kingsford Resources Limited, which is 100% owned by Better Rise Investments Limited. 58.1% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Lichong Liu, 27.1% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Yinan Hu, 12.7% of the total outstanding shares of Better Rise Investments Limited are held by Mr. Peng Ge, and the remaining 2.1% are held by Mr. Jun Li. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Kingsford by virtue of his majority ownership of Kingsford through Better Rise Investments Limited. Mr. Liu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by Kingsford, except to the extent of his pecuniary interest therein.
Note to Row 11:
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 13G |
| CUSIP No. | 69373Y109 |
| 1 | Names of Reporting Persons Lichong Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,626,050.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Note to Row 5, 7, 9:
Includes 19,626,050 Class A ordinary shares, par value $0.001 per share, of the Issuer held by Kingsford Resources Limited, which is wholly owned by Better Rise Investments Limited. 58.1% of the total outstanding shares of Better Rise are held by Mr. Lichong Liu, 27.1% of the total outstanding shares of Better Rise are held by Mr. Yinan Hu, 12.7% of the total outstanding shares of Better Rise are held by Mr. Peng Ge, and the remaining 2.1% are held by Mr. Jun Li. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Kingsford by virtue of his majority ownership of Kingsford through Better Rise. Mr. Liu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by Kingsford, except to the extent of his pecuniary interest therein.
Note to Row 11:
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 13G |
| Item 1. | ||
| (a) | Name of issuer: Highest Performances Holdings Inc. | |
| (b) | Address of issuer's principal executive
offices: 12F, Block B, Longhu Xicheng Tianjie, No. 399 Huazhaobi Xishun Street, Jinniu District, Chengdu, Sichuan Province, 610036, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing: This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):
i) Kingsford Resources Limited ("Kingsford");
ii) Better Rise Investments Limited ("Better Rise"); and
iii) Lichong Liu. | |
| (b) | Address or principal business office or, if
none, residence: The principal business office of Mr. Lichong Liu is 27F, Pearl River Tower No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, 510620, People's Republic of China.
The principal business office of Kingsford is Beaufort House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
The principal business office of Better Rise is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship: Kingsford is a British Virgin Islands company.
Better Rise is a British Virgin Islands company.
Lichong Liu is a citizen of People's Republic of China. | |
| (d) | Title of class of securities: Class A Ordinary Shares, Par Value US$0.001 Per Share | |
| (e) | CUSIP No.: 69373Y109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Kingsford Resources Limited: 19,626,050
Better Rise Investments Limited: 19,626,050
Lichong Liu: 19,626,050
Represents 19,626,050 Class A ordinary shares held by Kingsford Resources Limited, a company incorporated in the British Virgin Islands, which is wholly owned by Better Rise Investments Limited, a company incorporated in the British Virgin Islands. 58.1% of the total outstanding shares of Better Rise are held by Mr. Lichong Liu, 27.1% of the total outstanding shares of Better Rise are held by Mr. Yinan Hu, 12.7% of the total outstanding shares of Better Rise are held by Mr. Peng Ge, and the remaining 2.1% are held by Mr. Jun Li. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Kingsford by virtue of his majority ownership of Kingsford through Better Rise. Mr. Liu disclaims beneficial ownership of all of the ordinary shares of the Issuer held by Kingsford, except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class: The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 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. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.
Kingsford Resources Limited: 1.43%
Better Rise Investments Limited: 1.43%
Lichong Liu: 1.43% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Kingsford Resources Limited: 19,626,050
Better Rise Investments Limited: 19,626,050
Lichong Liu: 19,626,050
Percent of Aggregate Voting Power:
Kingsford Resources Limited: 0.02%
Better Rise Investments Limited: 0.02%
Lichong Liu: 0.02%
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. 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. | ||
| (ii) Shared power to vote or to direct the
vote: 0.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Kingsford Resources Limited: 19,626,050
Better Rise Investments Limited: 19,626,050
Lichong Liu: 19,626,050 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
|
|
|
|
|
|
Exhibit
Information |
Exhibit No. Description
1 Joint Filing Agreement |