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As filed with the Securities and Exchange Commission on April 3, 2025
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Registration No. 333-229521
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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Highest Performances Holdings Inc.
(Exact name of issuer of deposited securities as specified in its charter)
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Not Applicable
(Translation of issuer’s name into English)
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Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
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Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
+1 (212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Steve Lin, Esq.
Han Kun Law Offices LLP Rooms 4301-10, 43/F., Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong +852 2820 5600 |
Melissa Butler, Esq.
Bree Peterson, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+(44) 20 7532 1432
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It is proposed that this filing become effective under Rule 466:
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☐
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immediately upon filing.
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☐
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on (Date) at (Time).
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If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit(1) |
Proposed
maximum aggregate offering price(2) |
Amount of registration fee(3)
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American Depositary Shares, with each American Depositary Share representing 90 (ninety) Class A ordinary shares of Highest Performances Holdings Inc.
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N/A
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N/A
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N/A
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N/A
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1
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For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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2
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate
fees or charges to be imposed in connection with the issuance of American Depositary Shares.
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3
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Previously paid
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the
United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same
instrument.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 (Registration No. 333-229521) (the “Registration Statement”) of Highest Performances Holdings Inc. (the “Company”) is
being filed solely for the purpose of filing as an exhibit the Amendment to Deposit Agreement between the Company and Deutsche Bank Trust Company Americas (the “Depositary”), as depositary, and the holders and beneficial owners of American Depositary
Shares evidenced by American Depositary Receipts issued thereunder to:
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(i)
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shorten the notice period necessary to terminate the Deposit Agreement from 90 days to 30 days; and
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(i)
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effect a ratio change for each American Depositary Share so that the new ratio shall be one American Depositary Share to 90 (ninety) Class A ordinary shares of the Company.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to Amendment to the Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective
Amendment No. 1 to the Registration Statement, which is incorporated herein by reference.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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CROSS REFERENCE
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Required Information
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Location in Form of Receipt Incorporated Herein as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt - introductory paragraph
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt - top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one unit of Receipt
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Face of Receipt - upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt - Articles 14 and 15
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt - Articles 13 and 14
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt - Article 12;
Reverse of Receipt - Articles 14 and 15
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(v)
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The sale or exercise of rights
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Reverse of Receipt - Articles 13 and 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt - Articles 3, 6 and 9;
Reverse of Receipt - Articles 13 and 16
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt - Articles 20 and 21 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt - Article 12
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt - Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt - Article 22
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(x)
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Limitation on the depositary’s liability
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Face of Receipt - Articles 6 and 10;
Reverse of Receipt - Articles 15, 16, 17 and 18
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt - Article 9
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4.
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Fees and other direct and indirect payments made by the depositary to the issuer
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Face of Receipt - Article 9
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Item 2.
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AVAILABLE INFORMATION
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The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and
furnishes certain reports to, the U.S. Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Washington D.C. 20549.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 3.
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EXHIBITS
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(a)(1)
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Form of Deposit Agreement, dated as of March 27, 2019, by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder (the “Deposit Agreement”). – Previously filed as Exhibit (a) to the Registration Statement on Form F-6 (File No. 333-229521), which exhibit is incorporated herein by reference.
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(a)(2)
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Amendment to the Deposit Agreement - Filed herewith as Exhibit (a)(2).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. - Not
applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - Not applicable.
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(d)
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Opinion of counsel to the Depositary, as to the legality of the securities to be registered. - Previously filed as Exhibit (d) to the Registration Statement and incorporated herein by reference.
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(e)
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Certification under Rule 466. – Not applicable.
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(f)
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Powers of attorney for certain officers and directors of the Company. – Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications
received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty (30) days before any change in the fee
schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 3, 2025.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing 90 (ninety) Class A ordinary shares of Highest Performance
Holdings Inc.
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Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ Michael Curran |
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Name:
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Michael Curran | |||
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Title:
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Vice President |
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By:
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/s/ Beverly George-Prowell | |||
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Name:
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Beverly George-Prowell |
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Title:
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Vice President | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Highest Performances Holdings Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on
Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 3, 2025.
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Highest Performances Holdings Inc.
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By:
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/s/ Min Zhou
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Name:
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Min Zhou
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Title:
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Vice-Chairman of the Board, Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Min Zhou, Vice-Chairman of the Board and Chief
Executive Officer, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all
intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 has been signed below by the following persons
in the capacities indicated on April 3, 2025.
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Signatures
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Title
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/s/ Min Zhou
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Vice-Chairman of the Board, Chief Executive Officer
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Min Zhou
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(Principal executive officer)
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/s/ Hang Suong Nguyen
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Chairperson of the Board
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Hang Suong Nguyen
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/s/ Yingying Li
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Independent Director
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Yingying Li
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/s/ Kwan Pui Chui
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Independent Director
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Kwan Pui Chui
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/s/ Pei Yu
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Independent Director
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Pei Yu
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/s/ Yuanfen Yang
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Chief Financial Officer
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Yuanfen Yang
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(Principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Highest Performances Holdings Inc., has signed this
Post-Effective Amendment No. 1 to the Registration Statement in New York, New York, United States of America on April 3, 2025.
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Cogency Global Inc.
Authorized U.S. Representative
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Sr. Vice President on behalf of Cogency Global Inc.
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Index to Exhibits
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Exhibit
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Document
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| (a)(2) | Amendment to the Deposit Agreement |
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