SCHEDULE: AIFU Inc. Share Issuance Dilutes Major Shareholder's Stake

AIFU Inc.'s recent issuance of over 102 million Class A ordinary shares significantly diluted the beneficial ownership and voting power of key reporting persons, including Ileana Zhao.

Summary

• AIFU Inc. completed the issuance of 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd on January 9, 2026.
• This share issuance was related to AIFU Inc.'s previously announced acquisition of 100% of the equity interest in Nova Lumina Limited.
• The reporting persons (Expansion Group Ltd, Vanguard First Limited, and Ileana Zhao) did not acquire or dispose of any shares subsequent to the prior filing on December 23, 2025.
• The decrease in the reporting persons' aggregate beneficial ownership and voting power was solely due to the increase in the total number of AIFU Inc.'s outstanding shares.
• Ileana Zhao's aggregate beneficial ownership decreased from 38.69% to 6.56%.
• Ileana Zhao's aggregate voting power decreased from 65.90% to 58.09%.
• Expansion Group Ltd's beneficial ownership decreased from 23.88% to 4.05%, and its voting power decreased from 65.49% to 57.74%.
• Vanguard First Limited's beneficial ownership decreased from 14.81% to 2.51%, and its voting power decreased from 0.41% to 0.36%.
• The percentage calculations are based on 123,514,110 ordinary shares outstanding as of January 9, 2026, which includes 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares.
• Each Class A ordinary share is entitled to one (1) vote, while each Class B ordinary share is entitled to one hundred (100) votes.
• Expansion Group Ltd previously subscribed for 5,000,000 Class B ordinary shares from AIFU Inc. for a total consideration of US$2,000,000, with the subscription completed on December 22, 2025.

Sentiment

Score: 3

Explanation: The filing reports a significant dilution of beneficial ownership and voting power for the reporting persons, which is generally a negative event for existing shareholders, even if it's a consequence of an acquisition by the Issuer.

Negatives

• Significant dilution of beneficial ownership for Ileana Zhao and her controlled entities (Expansion Group Ltd and Vanguard First Limited).
• Ileana Zhao's aggregate beneficial ownership decreased from 38.69% to 6.56%.
• Ileana Zhao's aggregate voting power decreased from 65.90% to 58.09%.
• Expansion Group Ltd's voting power decreased from 65.49% to 57.74%.

Risks

• Dilution of voting control and beneficial ownership for existing significant shareholders due to future share issuances by the Issuer.
• Potential for further reduction in influence if the Issuer continues to issue shares for acquisitions or other corporate purposes.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Expansion Group Ltd, which is 100% owned by Ileana Zhao, subscribed for 5,000,000 Class B ordinary shares from AIFU Inc. for US$2,000,000, with the transaction completed on December 22, 2025.

Stakeholder Impact

• Shareholders (Reporting Persons): Experienced significant dilution of their beneficial ownership and voting power in AIFU Inc.
• New Shareholders (YS Management, Ethereal Group): Gained substantial ownership in AIFU Inc. through the share issuance.
• AIFU Inc.: Increased its total outstanding shares, likely to fund the acquisition of Nova Lumina Limited.

Key Dates

Keywords

AIFU Inc., Schedule 13D/A, Beneficial Ownership, Share Dilution, Voting Power, Class A Ordinary Shares, Class B Ordinary Shares, Ileana Zhao, Expansion Group Ltd, Vanguard First Limited, Nova Lumina Limited Acquisition, SEC Filing