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Highest Performances Holdings Inc. (HPH), an investment advisory firm, has announced its intention to terminate its American Depositary Shares (ADSs) facility and instead list its class A ordinary shares on the Nasdaq Stock Market LLC (Nasdaq). This move, referred to as the Substitution Listing, is pending shareholder approval and Nasdaq clearance.
The company has instructed Deutsche Bank (ETR:DBKGn) Trust Company Americas, the current depositary, to terminate the deposit agreement effective as of the close of business (New York Time) on June 20, 2025. Following this, the company’s ADSs will cease trading on Nasdaq at 5:00 p.m. (Eastern Time) on the same day. The transition is planned so that the class A ordinary shares will begin trading on or around June 23, 2025, under the current symbol "MAAS".
In preparation for this change, HPH has arranged for TranShare Corporation, its U.S. Transfer Agent, to distribute the Deposited Securities directly to the holders of ADRs, bypassing the depositary. This direct distribution is referred to as the Mandatory Exchange, where each ADS will be exchanged for ninety (90) class A ordinary shares, subject to adjustments from a proposed share consolidation.
An extraordinary general meeting (EGM) of shareholders is scheduled at the company’s executive office in Chengdu, Sichuan Province, China, at 10:30 a.m. on June 3, 2025, Beijing Time. The agenda includes considering and approving the proposed resolutions, including the Substitution Listing and the Share Consolidation, which will consolidate the company’s share capital at a ratio of one consolidated ordinary share for every ninety existing ordinary shares.
The company’s board of directors has set May 6, 2025, as the record date for determining shareholders entitled to receive notice and vote at the EGM. The Depositary will set a corresponding ADR Record Date, expected to coincide with the company’s Record Date.
There is some uncertainty about whether HPH will obtain necessary clearance from Nasdaq to complete the Substitution Listing. Nasdaq may suspend trading of the company’s ADSs until the Mandatory Exchange and the Substitution Listing have taken effect.
The notice of the EGM and proxy card are available on the Investor Relations section of the company’s website. This information is based on a press release statement.
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