SCHEDULE: AIFU Inc. Share Dilution: Good Silver's Stake Reduced

Good Silver Limited and Jamie Zhou's beneficial ownership and voting power in AIFU Inc. were diluted following the issuer's issuance of 5,000,000 Class B ordinary shares to Expansion Group Ltd.

Summary

• Good Silver Limited and Jamie Zhou's aggregate beneficial ownership in AIFU Inc. was diluted from approximately 24.57% to 18.63%.
• Their aggregate voting power was significantly diluted from approximately 1.48% to 0.51%.
• This dilution resulted from AIFU Inc.'s issuance of 5,000,000 Class B ordinary shares to Expansion Group Ltd on December 22, 2025.
• The reporting persons continue to beneficially own 3,900,000 Class A ordinary shares and did not participate in the new share issuance.
• The percentage calculations are based on 20,935,271 ordinary shares outstanding as of December 22, 2025, comprising 13,435,271 Class A and 7,500,000 Class B shares.
• Class A ordinary shares carry one vote, while Class B ordinary shares carry one hundred votes, explaining the disproportionate voting power dilution.
• The reporting persons hold their shares for investment purposes and may adjust their position based on various factors.

Sentiment

Score: 4

Explanation: The filing reports a significant dilution of both beneficial ownership and voting power for the reporting persons, Good Silver Limited and Jamie Zhou, due to a new share issuance by AIFU Inc. to a third party. While the issuer raised capital, the reporting persons' influence has decreased, which is generally negative from their perspective.

Positives

• The Issuer successfully raised capital by issuing 5,000,000 Class B ordinary shares to Expansion Group Ltd, which can strengthen its financial position.
• The reporting persons have no criminal or civil proceedings against them in the last five years, indicating a clean background.

Negatives

• Good Silver Limited and Jamie Zhou's aggregate beneficial ownership in AIFU Inc. was diluted from approximately 24.57% to 18.63%.
• Their aggregate voting power was significantly diluted from approximately 1.48% to 0.51% due to the issuance of high-voting Class B shares to a third party.
• The reporting persons did not participate in the new share issuance, indicating they did not prevent or participate in the dilution of their stake.

Risks

• The reporting persons may change their investment intentions, including potentially selling all or part of their holdings, based on the Issuer's business, prospects, financial position, strategic direction, and market conditions.
• The significant dilution of voting power for a major Class A shareholder could impact future corporate governance dynamics if the new Class B shareholder (Expansion Group Ltd) exerts substantial influence.

Future Outlook

The reporting persons intend to continuously review their investment in AIFU Inc. and may adjust their holdings (buy, hold, or sell) based on the Issuer's business, prospects, financial condition, strategic direction, market conditions, and other factors. They may also engage in communications with shareholders, management, or the board to offer suggestions.

Management Comments

• "The Reporting Persons hold the Ordinary Shares for investment purposes."
• "The Reporting Persons intend to review their investment in the Issuer on a continuing basis."
• "Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions."
• "The Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act."

Industry Context

This filing primarily concerns a change in a significant shareholder's stake and voting power due to a capital raise by the issuer. It doesn't provide enough information to analyze broader industry trends or competitors directly, other than noting the issuer (AIFU Inc.) successfully raised capital from a new investor (Expansion Group Ltd). The dual-class share structure with disproportionate voting rights (Class B having 100x votes of Class A) is a common feature in some tech or founder-controlled companies, allowing founders/early investors to retain control despite dilution of economic ownership.

Legal Proceedings

• None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law during the last five years.

Stakeholder Impact

• Shareholders (Good Silver Limited & Jamie Zhou): Significant dilution of beneficial ownership and voting power, potentially reducing their influence over AIFU Inc.
• Shareholders (Expansion Group Ltd): Becomes a significant new shareholder with substantial voting power due to the Class B shares.
• Other Shareholders (AIFU Inc.): Overall dilution of existing shareholders' percentage ownership, but potentially positive if the capital raise strengthens the company. The voting power of Class A shareholders is further diminished relative to Class B.
• AIFU Inc. (the Issuer): Benefits from a capital raise, potentially strengthening its financial position and strategic capabilities.

Next Steps

• The reporting persons intend to review their investment in AIFU Inc. on a continuing basis.
• They may engage in communications with AIFU Inc.'s shareholders, management, or board of directors.
• They may make additional purchases or dispose of their Ordinary Shares in the future.

Key Dates

Recommendation

The filing indicates a significant dilution of the reporting persons' ownership and voting power in AIFU Inc. due to a new share issuance. While this is a negative for their relative influence, they state their intention to continue reviewing their investment and may engage with management or adjust their holdings in the future. Without further information on the purpose of the capital raise by AIFU Inc. or the strategic implications of Expansion Group Ltd's new stake, a 'hold' position is prudent for the reporting persons as they assess the evolving situation. For other investors, the capital raise itself could be seen as positive for the issuer, but the shift in control dynamics warrants careful observation.

Keywords

AIFU Inc., Good Silver Limited, Jamie Zhou, Schedule 13D/A, beneficial ownership, voting power, share dilution, Class A ordinary shares, Class B ordinary shares, Expansion Group Ltd, SEC filing, investment