Highest Performances Holdings Inc. Files 2024 Annual Report

TL;DR

Highest Performances Holdings Inc. (formerly PUYI, INC.) filed its 2024 20-F, check it for performance details.

AI Summary

Highest Performances Holdings Inc. filed its annual report on Form 20-F for the fiscal year ended June 30, 2024. The company, formerly known as PUYI, INC., is based in Guangzhou, Guangdong Province, China, and operates in the investment advice sector. The filing details its financial performance and business operations for the reporting period.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of Highest Performances Holdings Inc.'s financial health and strategic direction for the past fiscal year.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company's reporting standards and regulatory oversight may differ from domestic US companies, introducing a layer of risk.

Key Numbers

• 2024 — Fiscal Year End (The report covers the fiscal year ending June 30, 2024.)
• 001-38813 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Highest Performances Holdings Inc. (company) — Registrant
• PUYI, INC. (company) — Former company name
• June 30, 2024 (date) — Fiscal year end
• 001-38813 (dollar_amount) — SEC file number
• Guangzhou, Guangdong Province (location) — Business address

FAQ

Key Financial Figures

• $0.001 — registered Ordinary Shares, par value $0.001 per share Nasdaq Global Market Securi
• $ — o the legal currency of Hong Kong; "US$," "U.S. dollars," "$" and "dollars" ref
• $1 — t were made at a rate of RMB7.2672 to US$1.00, the exchange rate on June 30, 2024

Filing Documents

• ea0218110-20f_highest.htm (20-F) — 3388KB
• ea021811001ex2-6_highest.htm (EX-2.6) — 172KB
• ea021811001ex4-33_highest.htm (EX-4.33) — 35KB
• ea021811001ex4-34_highest.htm (EX-4.34) — 31KB
• ea021811001ex8-1_highest.htm (EX-8.1) — 58KB
• ea021811001ex11-2_highest.htm (EX-11.2) — 73KB
• ea021811001ex12-1_highest.htm (EX-12.1) — 10KB
• ea021811001ex12-2_highest.htm (EX-12.2) — 10KB
• ea021811001ex13-1_highest.htm (EX-13.1) — 3KB
• ea021811001ex13-2_highest.htm (EX-13.2) — 3KB
• ea021811001ex15-1_highest.htm (EX-15.1) — 5KB
• ea021811001ex15-2_highest.htm (EX-15.2) — 5KB
• ea021811001ex15-3_highest.htm (EX-15.3) — 3KB
• ea021811001ex15-4_highest.htm (EX-15.4) — 3KB
• ea021811001ex15-5_highest.htm (EX-15.5) — 3KB
• ea021811001ex97-1_highest.htm (EX-97.1) — 21KB
• image_001.jpg (GRAPHIC) — 1818KB
• image_002.jpg (GRAPHIC) — 17KB
• ex15-2_001.jpg (GRAPHIC) — 4KB
• ex15-4_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-098740.txt ( ) — 19881KB
• hph-20240630.xsd (EX-101.SCH) — 119KB
• hph-20240630_cal.xml (EX-101.CAL) — 122KB
• hph-20240630_def.xml (EX-101.DEF) — 612KB
• hph-20240630_lab.xml (EX-101.LAB) — 1044KB
• hph-20240630_pre.xml (EX-101.PRE) — 629KB
• ea0218110-20f_highest_htm.xml (XML) — 1986KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Page No. INTRODUCTION ii

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS vi PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON OUR GROUP 46 ITEM 4A. UNRESOLVED STAFF COMMENTS 100 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 100 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 124 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 132 ITEM 8. FINANCIAL INFORMATION 134 ITEM 9. THE OFFER AND LISTING 135 ITEM 10. ADDITIONAL INFORMATION 135 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 145 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 146 PART II 148 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 148 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND

USE OF PROCEEDS

USE OF PROCEEDS 148 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 148 ITEM 16. [RESERVED] 149 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 149 ITEM 16B. CODE OF ETHICS 149 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 150 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 150 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 150 ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 151 ITEM 16G. CORPORATE GOVERNANCE 151 ITEM 16H. MINE SAFETY DISCLOSURE 152 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 152 ITEM 16J. INSIDER TRADING POLICIES 152 ITEM 16K. CYBERSECURITY 152 PART III 154 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 154 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 154 ITEM 19. EXHIBITS 154 i INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to: "ADS(s)" refers to our American depositary share(s), each ADS representing 1.5 ordinary shares; "assets under management" or "AUM" refers to the net asset value of funds we manage under our asset management services, for which we are entitled to management fees and performance-based carried interest; "China" or "PRC" refers to the People's Republic of China, including Hong Kong Special Administrative Region of the PRC and Macao Special Administrative Region of the PRC ("Hong Kong" and "Macao", respectively), and only when this annual report refers to specific laws and regulations adopted by the PRC, reference to "China" or the "PRC" excludes Taiwan, Hong Kong and Macao). Unless the context otherwise indicates, the legal and operational risks associated with operating in China discussed in this annual report also apply to any operations we may now or in the future carry out in Hong Kong or Macao; "provinces" of China refer to the 23 provinces, the four municipalities directly administered by the central government (Beijing, Shanghai, Tianjin and Chongqing), the five autonomous regions (Xinjiang, Tibet, Inner Mongolia, Ningxia and Guangxi), excluding, solely for the purpose of this annual report, Taiwan, Hong Kong and Macao; "emerging middle class population" refers to individuals in China with investable assets of between RMB30,000 and RMB600,000; "FoF(s)" refers to fund(s) of funds; "MOFCOM" refers to the Ministry of Commerce of the PRC; "affluent population" refers to individuals in China with investable assets of between RMB600,000 and RMB6 million; "ordinary shares" refers to our ordinary shares, par value US$0.001 per share; "PIPE" refers to private investment in public equity; "our WFOEs" refer to Puyi Enterprises Management Consulting Co., Ltd.,

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these

forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate,"

forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements relate to, among others: our goals and strategies; our future business development, financial condition and results of operations; the expected growth of the industries in which we operate; our expectations regarding demand for and market acceptance of the products and services we distribute, manage or offer; our expectations regarding keeping and strengthening our relationships with product providers; relevant government policies and regulations relating to the industries in which we operate; our ability to attract and retain qualified employees; our ability to stay abreast of market trends and technological advances; our plans to invest in research and development to enhance our product choices and service offerings; competition in the industries in which we operate; general economic and business conditions in China and internationally; other conditions affecting our business, including geopolitical events, trade tensions, natural disasters, health epidemics and other developments beyond our control; our ability to obtain certain licenses and permits necessary to operate and expand our businesses; and our ability to effectively protect our intellectual property rights and not infringe on the intellectual property rights of others. vi PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Corporate Structure and Contractual Arrangements with the Consolidated VIEs and Their Respective Individual Shareholders HPH is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries and by the consolidated VIEs based in China through contractual arrangements. Because we are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and regulations, and our wholly-owned PRC subsidiaries are foreign-invested enterprises, or the subsidiaries of the foreign-invested enterprises. PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of PRC companies engaging in wealth and asset management businesses when our group was established. Such prohibition and restrictions were removed from the Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Edition). Due to the aforementioned restrictions when our group was established, we operate a significant part of our wealth management business through contractual arrangements between the Original VIEs and HPH's Original WFOE. AIX also operates part of its internet business through contractual arrangements between its consolidated VIEs and its WFOEs due to certain restrictions and conditions imposed by PRC laws and regulations on foreign The contractual arrangements are not equivalent to an equity ownership in the consolidated VIEs. As of the date of this annual report, we owned 0.96% equity interests in HPH's Original VIEs, namely Puyi Bohui and its subsidiaries, through HPH's Original WFOE, while AIX, a subsidiary of HPH, owned 49% equity interests in Xinbao Investment and its subsidiaries, its consolidated VIEs, through one of its WFOEs. Therefore, we may be unable to enforce the terms of the contractual arrangements. Any reference to control or benefits that accrue to us

View Full Filing

View this 20-F filing on SEC EDGAR