Sec Form 13D Filing - Highest Performances Holdings Inc. filing for AIX Inc. (AIFU) - 2025-01-06

The principal business and office address of HPH is 61F, Pearl River Tower, No. 15 West Zhujiang Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, People's Republic of China.

HPH is a holding company whose ordinary shares, represented by ADSs, are listed on the Nasdaq Global Market. Through its various subsidiaries and affiliated entities, HPH operates as a leading provider of intelligent technology-driven family and enterprise services in China.

During the last five years, the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Persons has not 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.

HPH is an exempt company with limited liability incorporated under the laws of Cayman Islands.

Item 3 is hereby amended and supplemented in its entirety as follows:The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.On December 30, 2024, HPH entered into a share subscription agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, the Issuer agreed to issue to HPH 510,000,000 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$510,000. The issuance of the Subscription Shares ("Issuance") has been completed on January 2, 2025. Following the Issuance, HPH beneficially owns 591,600,788 Class A ordinary shares and 510,000,000 Class B ordinary shares of the Company, representing 51.67% of the total issued and outstanding ordinary shares, and 51.01% of the aggregate voting power, of the Company.Such transaction was funded by the Reporting Person through internally generated funds.The Share Subscription Agreement has been filed by the Issuer with the SEC as Exhibit 99.1 to Form 6-K on January 2, 2025, which is hereby incorporated by reference.

Item 4 is hereby amended and supplemented in its entirety as follows:The Reporting Person acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D/A for strategic long-term investment purposes. The Reporting Person intends 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/A, 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 Person's investment purposes, the Reporting Person 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 Person may deem relevant to their investment in the Ordinary Shares. The Reporting Person expects 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 Person's 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 Person has 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.

The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.The aggregate number of ordinary shares beneficially owned by the Reporting Person is 1,101,600,788, including 591,600,788 Class A ordinary shares and 510,000,000 Class B ordinary shares of the Issuer.The Reporting Person' aggregate percentage of beneficial ownership is 51.67%, representing 51.01% of the voting power of the Issuer. Percentage of beneficial ownership of the Reporting Person is based on 2,131,892,484 Ordinary Shares outstanding as of January 2, 2025, including 1,131,892,484 Class A ordinary shares and 1,000,000,000 Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote.

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/A, the Reporting Person and, to its knowledge, none of the director and officer of HPH has not effected any transactions in the Ordinary Shares except as reported herein.

To the best knowledge of the Reporting Person, except for the agreement described in this Schedule 13D/A, no one other than the Reporting Person, or the holders of interests in the Reporting Person, 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 or ADSs.

Not applicable.

Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above.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: List of directors and executive officers of Highest Performances Holdings Inc. (filed herewith)Exhibit 2: Share Subscription Agreement made between Highest Performances Holdings Inc. and AIX Inc. (incorporation by reference to Exhibit 10.1 to the Form 6-K of the Issuer filed with the Commission on January 2, 2025)