SCHEDULE: AIFU Inc. Stake Shift: YS Management Acquires 78.15%

YS Management Company Limited and Yif Liu have acquired 78.15% of AIFU Inc.'s ordinary shares through a share exchange for Nova Lumina Limited equity.

Summary

• YS Management Company Limited and Yif Liu (Reporting Persons) jointly filed a Schedule 13D, disclosing their beneficial ownership in AIFU Inc.
• They beneficially own 96,526,648 Class A ordinary shares of AIFU Inc., representing approximately 78.15% of the Issuer's total issued and outstanding ordinary shares.
• Despite the significant equity stake, their aggregate voting power is approximately 11.15% due to the dual-class share structure where Class B ordinary shares carry 100 votes each compared to Class A's one vote.
• The shares were acquired as consideration for YS Management Company Limited selling its 77% equity interest in Nova Lumina Limited to AIFU Inc. as part of AIFU Inc.'s acquisition of 100% of Nova Lumina Limited.
• The issuance of these Consideration Shares was completed on January 9, 2026.
• The acquired shares are subject to a five-year lock-up period from the closing date of the transaction.
• The Reporting Persons state their purpose is for investment, with intentions to review their investment, potentially engage with management or the board, and may make further transactions in the future.

Sentiment

Score: 7

Explanation: The filing details a significant ownership change resulting from a strategic acquisition. The Reporting Persons' stated investment purpose and potential for active engagement are positive, but the 5-year lock-up and the limited voting power despite a large equity stake introduce complexities.

Positives

• AIFU Inc. completed the acquisition of 100% of Nova Lumina Limited, which could be a strategic expansion for the company.
• The Reporting Persons, now major shareholders, state their investment purpose and intent to review their investment on a continuing basis, potentially engaging with management, which could imply active oversight and strategic input.

Negatives

• The 5-year lock-up period on the 96,526,648 Class A ordinary shares restricts liquidity for the Reporting Persons.
• Despite owning 78.15% of the ordinary shares, the Reporting Persons hold only approximately 11.15% of the total voting power due to the dual-class share structure, limiting their direct control over corporate decisions.

Risks

• The 5-year lock-up period on 96,526,648 Class A ordinary shares could impact market dynamics once the lock-up expires, potentially leading to increased selling pressure if the Reporting Persons decide to divest.
• The dual-class share structure, where Class B shares have 100 votes per share compared to Class A's 1 vote, means that despite owning 78.15% of the ordinary shares, the Reporting Persons only hold approximately 11.15% of the total voting power, limiting their influence over corporate decisions.

Future Outlook

The Reporting Persons acquired the shares for investment purposes and intend to continuously review their investment in AIFU Inc. They may change their intentions, engage in communications with AIFU Inc. shareholders, management, or the board, and potentially make additional purchases or dispose of shares based on various factors including the Issuer's business, financial position, market conditions, and general economic and industry conditions. They currently have no present plans or proposals that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Management Comments

• "The Reporting Persons acquired beneficial ownership of 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 indicates a significant consolidation within AIFU Inc.'s operational scope, as it acquired 100% of Nova Lumina Limited. The subsequent large equity stake taken by YS Management Company Limited, the former 77% owner of Nova, suggests a strategic alignment and continued interest in the combined entity's success. The dual-class share structure is a common feature in certain industries, allowing founders or key investors to retain control despite dilution of economic ownership.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order related to federal or state securities laws during the last five years.

Related Party Transactions

• YS Management Company Limited, which is 100% owned by Yif Liu, sold its 77% equity interest in Nova Lumina Limited to AIFU Inc. in exchange for 96,526,648 Class A ordinary shares of AIFU Inc. This constitutes a significant transaction between parties that became related through the acquisition.

Stakeholder Impact

• Shareholders: Existing AIFU Inc. shareholders now have a new, very large shareholder (YS Management/Yif Liu) with a significant economic interest, potentially bringing stability or strategic direction. The dual-class structure means their voting power is diluted by Class B shares, but the new Class A shares do not directly dilute existing Class A voting power.
• Employees: The acquisition of Nova Lumina Limited by AIFU Inc. could impact employees of both entities through integration or strategic shifts.
• Customers/Suppliers: The consolidation of Nova Lumina Limited into AIFU Inc. could lead to changes in customer offerings or supplier relationships.

Next Steps

• Reporting Persons will continue to review their investment in AIFU Inc. on an ongoing basis.
• Reporting Persons may engage in communications with AIFU Inc. shareholders, management, or the board of directors.
• Reporting Persons may make additional purchases or dispose of Ordinary Shares in the future, depending on various market and company-specific factors.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership as a result of a strategic acquisition. While the large stake by YS Management Company Limited and Yif Liu suggests confidence, the 5-year lock-up period and the limited voting power relative to equity ownership introduce complexities. Without further financial or operational details of AIFU Inc. or Nova Lumina Limited, a 'hold' recommendation is prudent, awaiting more comprehensive information on the strategic benefits of the acquisition and the long-term intentions of the new major shareholder.

Keywords

AIFU Inc., YS Management Company Limited, Yif Liu, Schedule 13D, beneficial ownership, Class A ordinary shares, Nova Lumina Limited, equity acquisition, investment, lock-up period, corporate governance, voting power