SCHEDULE: AIFU Inc. Shareholder Dilution Reported

Magnus Management Limited and Zack Zhang report a decrease in beneficial ownership percentage of AIFU Inc. Class A ordinary shares due to a recent share issuance.

Summary

• Magnus Management Limited and Zack Zhang have filed an amendment to their Schedule 13D, reporting a dilution in their beneficial ownership of AIFU Inc. Class A ordinary shares.
• This dilution is a result of AIFU Inc. issuing 11,203,443 Class A ordinary shares to third parties as stock consideration for an acquisition.
• Magnus Management Limited directly holds 34,333,332 Class A ordinary shares, representing approximately 47.44% of the Issuer's total issued and outstanding ordinary shares as of November 6, 2026.
• Zack Zhang, who 100% owns Magnus Management Limited, may be deemed to beneficially own these shares.
• The reporting persons did not acquire or dispose of any shares themselves; the change in percentage is solely due to the increase in the total number of outstanding shares.
• The total number of ordinary shares outstanding as of November 6, 2026, is reported as 72,379,191, comprising 62,129,191 Class A and 10,250,000 Class B ordinary shares.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative development due to dilution, despite no new capital being raised by the company itself.

Positives

• The reporting persons did not sell any shares, maintaining their substantial direct holding.
• The company completed an acquisition using stock consideration, which can be a strategic move for growth.

Negatives

• The beneficial ownership percentage of Magnus Management Limited and Zack Zhang has decreased from a previous filing.
• The total voting power percentage is not explicitly stated for this amendment, but the dilution implies a reduction.
• The Class B ordinary shares have significantly higher voting power (100 votes per share) compared to Class A (1 vote per share), which could impact overall control dynamics.

Risks

• Further share issuances by AIFU Inc. could continue to dilute the ownership percentage of existing shareholders.
• The terms of the warrant issued to Magnus Management Limited (exercisable at 200% and 250% of the Per Share Purchase Price) present a future potential dilution event if exercised.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company regarding future performance. However, the existence of a warrant held by Magnus Management Limited indicates a potential for future share issuance upon exercise.

Management Comments

• The decrease in beneficial ownership and voting power was solely due to the increase in the total number of the Issuer's outstanding shares from the Share Issuance.
• Magnus Management Limited is 100% owned by Zack Zhang.

Industry Context

StockSavvy.ai notes that share issuances for acquisitions are common in many industries, including technology and manufacturing, as companies seek to expand through M&A. However, such issuances can lead to significant dilution for existing shareholders, as seen in this filing.

Related Party Transactions

• Magnus Management Limited subscribed for 34,333,332 Class A ordinary shares at $3.0 per share for a total of $102,999,996.
• Magnus Management Limited also received a warrant to purchase up to 68,666,664 additional Class A ordinary shares.

Stakeholder Impact

• Shareholders may experience a dilution of their ownership percentage and voting power.
• The acquisition funded by stock consideration could lead to changes in the company's strategic direction and operational scope, impacting all stakeholders.

Next Steps

• Monitor AIFU Inc.'s future share issuances and acquisition activities.
• Evaluate the potential exercise of the warrant held by Magnus Management Limited and its impact on share count and ownership percentages.

Key Dates

Recommendation

The filing indicates a dilution of ownership for a significant shareholder due to a company-initiated stock issuance for an acquisition. While the company is growing through M&A, the dilution and the potential future dilution from warrants warrant a cautious 'hold' stance until the strategic benefits of the acquisition become clearer and the impact of potential warrant exercise is assessed.

Keywords

AIFU Inc., Schedule 13D, Beneficial Ownership, Share Dilution, Class A Ordinary Shares, Magnus Management Limited, Zack Zhang, Acquisition