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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Highest Performances Holdings Inc. (Name of Issuer) |
Class A Ordinary Share, par value $0.001 per share (Title of Class of Securities) |
69373Y109 (CUSIP Number) |
Equality Group Ltd. 61F, Pearl River Tower,, No. 15 West Zhujiang Road, Tianhe, Guangdong, F4, 510623 852-57874399 (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) |
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.
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
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| CUSIP No. | 69373Y109 |
| 1 |
Name of reporting person
Equality Group Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
100,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 8, 10, 11: Includes (i) 100,000 Class A ordinary shares, par value $0.001 per share, of Highest Performances Holdings Inc. (the "Issuer") held by Equality Group Ltd., and (ii) 100,000,000 Class B ordinary shares, par value $0.001 per share, of Issuer held by Equality Group Ltd.
Note to Row 13: The percentage calculation 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, of the Issuer outstanding as of January 2, 2025 according to records of the Issuer.
SCHEDULE 13D
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| CUSIP No. | 69373Y109 |
| 1 |
Name of reporting person
Hongyu Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
CHINA
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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
100,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 8, 10, 11: Includes (i) 100,000 Class A ordinary shares, par value $0.001 per share, of Issuer held by Equality Group Ltd, and (ii) 100,000,000 Class B ordinary shares, par value $0.001 per share, of Issuer held by Equality Group Ltd.
Note to Row 13: The percentage calculation 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, of the Issuer outstanding as of January 2, 2025 according to records of the Issuer.
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 share |
| (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 jointly by Equality Group Ltd ("Equality ") and Hongyu Wang (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"). Equality is a limited liability company without any substantive operations. It is 100% owned by Hongyu Wang. |
| (b) | The principal business and office address of Reporting Persons is Room 5031, 5/F, Yau Lee Centre 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong K3, 999077. |
| (c) | Mr. Hongyu Wang's business address is located at Room 5031, 5/F, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong K3, 999077. Mr. Hongyu Wang is the director of Equality. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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 law. |
| (f) | Equality is an exempt company with limited liability incorporated under the laws of British Virgin Islands. Hongyu Wang is a citizen of People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.
On December 30, 2024, Equality entered into a share subscription agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, the Issuer agreed to issue to Equality 100,000,000 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$100,000. The issuance of the Subscription Shares ("Issuance") has been completed on January 2, 2025. Following the Issuance, Equality beneficially owns 100,000 Class A ordinary shares and 100,000,000 Class B ordinary shares of the Company, representing 7.29% of the total issued and outstanding ordinary shares, and 9.96% of the aggregate voting power, of the Issuer. Such transaction was funded by Mr. Hongyu Wang's personal funds.
The Share Subscription Agreement has been filed by the Issuer with the SEC as Exhibit 10.3 to Form 6-K on January 6, 2025. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D for investment purposes. 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 Item 4 or Item 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 100,100,000, representing 100,000 Class A ordinary shares and 100,000,000 Class B ordinary shares directly held by Equality which is 100% owed by Mr. Hongyu Wang. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Wang may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Equality.
The Reporting Persons' aggregate percentage of beneficial ownership is 7.29%, representing 9.96% 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 |
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 15, 2025 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of Equality Group Ltd. (filed herewith)
Exhibit 3: Share Subscription Agreement, made between Highest Performances Holdings Inc. and Equality Group Ltd. (incorporation by reference to Exhibit 10.3 to the Form 6-K of the Issuer filed with the Commission on January 6, 2025) |
| 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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