← Sherpa Healthcare Fund Ii Gp, Ltd.
Form ADV (full filing)
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FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: SHERPA HEALTHCARE FUND II GP, LTD. CRD Number: 315996
Annual Amendment - All Sections Rev. 10/2021
3/13/2026 10:15:47 AM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated
by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing
adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
SHERPA HEALTHCARE FUND II GP, LTD.
B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.
SHERPA HEALTHCARE FUND II GP, LTD.
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box
If you check this box, complete a Schedule R for each relying adviser.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number: 802-122153
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed
E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 315996
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
(2) If you have additional CRD Numbers, your additional CRD numbers:
No Information Filed
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1: Number and Street 2:
C/O WALKERS CORPORATE LIMITED, CAYMAN CORP CENTER 190 ELGIN AVENUE, GEORGE TOWN
City: State: Country: ZIP+4/Postal Code:
GRAND CAYMAN Cayman Islands KY1-9008
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are
registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are
applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of
employees as of the end of your most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
9:00 - 18:00
(3) Telephone number at this location:
+86 189-1059-7562
(4) Facsimile number at this location, if any:
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal
year?
0
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address serves as a portal
through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address.
Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of
employees or the addresses of employee accounts on publicly available social media platforms.
J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if
you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that
you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):
Name:
IRS Employer Identification Number:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that
information here.
Name: Titles:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and
place of business?
If "yes," complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of
Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet
for your most recent fiscal year end.
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
No Information Filed
SECTION 1.I. Website Addresses
List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or
LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.
Address of Website/Account on Publicly Available Social Media Platform: https://www.linkedin.com/company/sherpa-capital-%E5%A4%8F%E5%B0%94%E5%B7%B4%E6%8A%95%E8%B5%84/about/
SECTION 1.L. Location of Books and Records
No Information Filed
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
No Information Filed
Item 2 SEC Registration/Reporting
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more venture capital funds, as defined in rule 203(l)-1;
(2) qualify for the exemption from registration because you act solely as an adviser to private funds and have assets under management, as defined in rule 203(m)-1, in the United States of less
than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2) because you have assets under management, as defined in rule 203(m)-1, in the United States of
$150 million or more.
If you check box (2) or (3), complete Section 2.B. of Schedule D.
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage? $ 0
NOTE: "Private fund assets" has the same meaning here as it has under rule 203(m)-1. If you are an investment adviser with its principal office and place of business outside the United States only include
private fund assets that you manage at a place of business in the United States.
Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify): CAYMAN ISLANDS EXEMPTED COMPANY
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
Cayman Islands
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.
If you engage in that business under a different name, provide that name:
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is
under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's
employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be
disclosed under Item 5.B.(2).
Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying
advisers. You should complete a Schedule R for each relying adviser.
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients;
(2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you;
(4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with
your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer
agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person:
SHERPA HEALTHCARE PARTNERS CO., LTD.
2. Primary Business Name of Related Person:
SHERPA HEALTHCARE PARTNERS CO., LTD.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
802 - 118582
or
Other
4. Related Person's
(a) CRD Number (if any):
306831
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally
independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained
at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
PRIVATE FUND ADVISER EXEMPTION
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Cayman Islands - Cayman Islands Monetary Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
ZHUHAI SHERPA EQUITY INVESTMENT MANAGEMENT COMPANY LIMITED
2. Primary Business Name of Related Person:
ZHUHAI SHERPA EQUITY INVESTMENT MANAGEMENT COMPANY LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
802 - 118655
or
Other
4. Related Person's
(a) CRD Number (if any):
308824
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally
independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained
at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
PRIVATE FUND ADVISER EXEMPTION
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - CHINA, ASSET MANAGEMENT ASSOCIATION OF CHINA
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
SHERPA HEALTHCARE FUND I GP, LTD.
2. Primary Business Name of Related Person:
SHERPA HEALTHCARE FUND I GP, LTD.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
802 - 118654
or
Other
4. Related Person's
(a) CRD Number (if any):
308599
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally
independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained
at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
PRIVATE FUND ADVISER EXEMPTION
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions
to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this
information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund.
You must, instead, complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-
2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.
SECTION 7.B.(1) Private Fund Reporting
Funds per Page: 15 Total Funds: 1
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund:
SHERPA HEALTHCARE FUND II, L.P.
(b) Private fund identification number:
(include the "805-" prefix also)
805-5703082389
2. Under the laws of what state or country is the private fund organized:
State: Country:
Cayman Islands
3. (a) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar capacity):
Name of General Partner, Manager, Trustee, or Director
SHERPA HEALTHCARE FUND II GP, LTD.
SHERPA HEALTHCARE PARTNERS CO., LTD.
(b) If filing an umbrella registration, identify the filing adviser and/or relying adviser(s) that sponsor(s) or manage(s) this private fund.
No Information Filed
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with which the private fund is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Cayman Islands - Cayman Islands Monetary Authority
Yes No
6. (a) Is this a "master fund" in a master-feeder arrangement?
(b) If yes, what is the name and private fund identification number (if any) of the feeder funds investing in this private fund?
No Information Filed
Yes No
(c) Is this a "feeder fund" in a master-feeder arrangement?
(d) If yes, what is the name and private fund identification number (if any) of the master fund in which this private fund invests?
Name of private fund:
Private fund identification number:
(include the "805-" prefix also)
NOTE: You must complete question 6 for each master-feeder arrangement regardless of whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder arrangement or
reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the following
questions:
No Information Filed
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds ("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A
fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if it issued multiple classes (or series) of shares or interests, and each class (or series) invests
substantially all of its assets in a single master fund.
Yes No
8. (a) Is this private fund a "fund of funds"?
NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more of its total assets in other pooled investment vehicles, regardless of whether they are also private
funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment companies registered under the Investment Company Act of 1940 (other than "money market
funds," to the extent provided in Instruction 6.e.)?
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund securitized asset fund venture capital fund Other private fund:
NOTE: For definitions of these fund types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund:
$ 453,342,924
Ownership
12. Minimum investment commitment required of an investor in the private fund:
$ 10,000,000
NOTE: Report the amount routinely required of investors who are not your related persons (even if different from the amount set forth in the organizational documents of the fund).
13. Approximate number of the private fund's beneficial owners:
45
14. What is the approximate percentage of the private fund beneficially owned by you and your related persons:
2%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the aggregate) by funds of funds:
13%
Yes No
(b) If the private fund qualifies for the exclusion from the definition of investment company under section 3(c)(1) of the Investment Company Act of 1940, are sales of the fund limited
to qualified clients?
16. What is the approximate percentage of the private fund beneficially owned by non-United States persons:
66%
Your Advisory Services
Yes No
17. (a) Are you a subadviser to this private fund?
(b) If the answer to question 17.(a) is "yes," provide the name and SEC file number, if any, of the adviser of the private fund. If the answer to question 17.(a) is "no," leave this question blank.
No Information Filed
Yes No
18. (a) Do any investment advisers (other than the investment advisers listed in Section 7.B.(1).A.3.(b)) advise the private fund?
(b) If the answer to question 18.(a) is "yes," provide the name and SEC file number, if any, of the other advisers to the private fund. If the answer to question 18.(a) is "no," leave this question
blank.
Name of Other Adviser to private fund SEC file number CRD number
SHERPA HEALTHCARE PARTNERS CO., LTD. 802-118582 306831
ZHUHAI SHERPA EQUITY INVESTMENT MANAGEMENT COMPANY LIMITED 802-118655 308824
Yes No
19. Are your clients solicited to invest in the private fund?
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund?
0%
Private Offering
Yes No
21. Has the private fund ever relied on an exemption from registration of its securities under Regulation D of the Securities Act of 1933?
22. If yes, provide the private fund's Form D file number (if any):
Form D file number
021-400041
B. SERVICE PROVIDERS
Auditors
Yes No
23. (a) (1) Are the private fund's financial statements subject to an annual audit?
(2) If the answer to question 23.(a)(1) is "yes," are the financial statements prepared in accordance with U.S. GAAP?
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b) through (f)
separately for each auditing firm.
Additional Auditor Information : 1 Record(s) Filed.
If the answer to question 23.(a)(1) is "yes," respond to questions (b) through (h) below. If the private fund uses more than one auditing firm, you must complete questions (b)
through (f) separately for each auditing firm.
(b) Name of the auditing firm:
PRICEWATERHOUSECOOPERS
(c) The location of the auditing firm's office responsible for the private fund's audit (city, state and country):
City: State: Country:
GRAND CAYMAN Cayman Islands
Yes No
(d) Is the auditing firm an independent public accountant?
(e) Is the auditing firm registered with the Public Company Accounting Oversight Board?
If yes, Public Company Accounting Oversight Board-Assigned Number:
1266
(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
Yes No
(g) Are the private fund's audited financial statements for the most recently completed fiscal year distributed to the private fund's investors?
(h) Do all of the reports prepared by the auditing firm for the private fund since your last annual updating amendment contain unqualified opinions?
Yes No Report Not Yet Received
If you check "Report Not Yet Received," you must promptly file an amendment to your Form ADV to update your response when the report is available.
Prime Broker
Yes No
24. (a) Does the private fund use one or more prime brokers?
If the answer to question 24.(a) is "yes," respond to questions (b) through (e) below for each prime broker the private fund uses. If the private fund uses more than one prime broker, you
must complete questions (b) through (e) separately for each prime broker.
No Information Filed
Custodian
Yes No
25. (a) Does the private fund use any custodians (including the prime brokers listed above) to hold some or all of its assets?
If the answer to question 25.(a) is "yes," respond to questions (b) through (g) below for each custodian the private fund uses. If the private fund uses more than one custodian, you must
complete questions (b) through (g) separately for each custodian.
No Information Filed
Administrator
Yes No
26. (a) Does the private fund use an administrator other than your firm?
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f)
separately for each administrator.
Additional Administrator Information : 1 Record(s) Filed.
If the answer to question 26.(a) is "yes," respond to questions (b) through (f) below. If the private fund uses more than one administrator, you must complete questions (b) through (f)
separately for each administrator.
(b) Name of administrator:
LANGHAM HALL HONG KONG LIMITED
(c) Location of administrator (city, state and country):
City: State: Country:
HONG KONG China
Yes No
(d) Is the administrator a related person of your firm?
(e) Does the administrator prepare and send investor account statements to the private fund's investors?
Yes (provided to all investors) Some (provided to some but not all investors) No (provided to no investors)
(f) If the answer to question 26.(e) is "no" or "some," who sends the investor account statements to the (rest of the) private fund's investors? If investor account statements are not
sent to the (rest of the) private fund's investors, respond "not applicable."
27. During your last fiscal year, what percentage of the private fund's assets (by value) was valued by a person, such as an administrator, that is not your related person?
0%
Include only those assets where (i) such person carried out the valuation procedure established for that asset, if any, including obtaining any relevant quotes, and (ii) the valuation used for
purposes of investor subscriptions, redemptions or distributions, and fee calculations (including allocations) was the valuation determined by such person.
Marketers
Yes No
28. (a) Does the private fund use the services of someone other than you or your employees for marketing purposes?
You must answer "yes" whether the person acts as a placement agent, consultant, finder, introducer, municipal advisor or other solicitor, or similar person. If the answer to question 28.(a) is
"yes," respond to questions (b) through (g) below for each such marketer the private fund uses. If the private fund uses more than one marketer you must complete questions (b) through
(g) separately for each marketer.
No Information Filed
Funds per Page: 15 Total Funds: 1
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for
information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or
report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section
10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for
registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site
examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all
relying advisers under an umbrella registration.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any
person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the
Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are
registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.
(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal
from preliminary orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or
any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.
For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an
investment-related business or restricted your or any advisory affiliate's activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with
other members, or otherwise restricting your or the advisory affiliate's activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this
information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for
registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to
Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of
this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to
purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust
and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by
elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an
individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the
class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this
definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last Name, First DE/FE/I Title or Status Date Title or Status Acquired Ownership Control PR CRD No. If None: S.S. No. and Date of Birth, IRS Tax
Name, Middle Name) MM/YYYY Code Person No. or Employer ID No.
CAI, DAQING I DIRECTOR/MEMBER 04/2021 C Y N 7206592
GAO, LIE I MEMBER 04/2021 C Y N 7246969
KIM, JIN HYUNG I MEMBER 04/2021 B N N 7244561
GILMAN, VANESSA, ROVENE I DIRECTOR 12/2022 NA N N 7707673
DILBERT, SOPHIA, ARMANDA I DIRECTOR 12/2022 NA N N 6759037
Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for
information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting
security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-
in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option,
warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the
partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii)
if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further
ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more
than one is issued).
6. Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this
definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
No Information Filed
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
DRP Pages
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.
Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal
office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any
notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any
federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of
any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities
Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of
these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United
States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution
Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records
to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
Printed Name: Title:
Adviser CRD Number:
315996
NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other
state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting
proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative
proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your
investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities
Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws
of any state in which you are submitting a notice filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership,
provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought
against you or any of your former partners.
3. Non-Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of
the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule
204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or
powers of attorney or any of your general partners and managing agents.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of
the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV
Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records
to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
DAQING CAI 03/13/2026
Printed Name: Title:
DAQING CAI DIRECTOR
Adviser CRD Number:
315996