SCHEDULE: AIFU Shareholder Reports Dilution Post-Capital Raise

Infinew Limited and Katherine Wang report a 7.72% beneficial ownership in AIFU Inc. following a reverse share split and a significant new share issuance that diluted their stake.

Summary

• Reporting Persons, Infinew Limited and Katherine Wang, now beneficially own 1,225,250 ordinary shares of AIFU Inc.
• This ownership represents approximately 7.72% of AIFU Inc.'s total outstanding shares and 46.51% of its total voting power.
• The change in ownership percentage is primarily due to a 1-for-400 reverse share split effected on May 21, 2025.
• Further dilution resulted from AIFU Inc.'s issuance of 10,000,000 Class A ordinary shares to institutional investors on July 23, 2025, at a purchase price of $3.156 per share.
• AIFU Inc. also issued warrants to these investors to purchase up to an aggregate of 20,000,000 additional Class A Ordinary Shares, exercisable in two equal tranches at 200% and 250% of the per share purchase price.
• The Reporting Persons' holdings consist of 250 Class A ordinary shares and 1,225,000 Class B ordinary shares, where each Class B share carries 100 votes compared to one vote for Class A shares.

Sentiment

Score: 5

Explanation: The filing is neutral in tone, reporting factual changes in ownership and capital structure. While the capital raise is a positive for the company's funding, the resulting dilution for existing shareholders (including the reporting persons) is a negative. The significant voting power retained by the reporting persons is a positive for their influence but could be viewed as a concentration risk by other investors.

Positives

• AIFU Inc. successfully raised capital through the issuance of 10,000,000 Class A ordinary shares at $3.156 per share.
• The Reporting Persons, Infinew Limited and Katherine Wang, retain significant voting power (46.51%) in AIFU Inc., indicating continued influence.

Negatives

• The Reporting Persons' beneficial ownership percentage in AIFU Inc. was diluted to 7.72% due to the new share issuance.
• The 1-for-400 reverse share split suggests a significant consolidation of shares, which can sometimes be associated with efforts to meet listing requirements or address low share prices.

Risks

• Potential future dilution risk exists from the exercise of warrants to purchase up to 20,000,000 additional Class A Ordinary Shares.
• The Reporting Persons may change their investment intentions, including making additional purchases or disposing of all or part of their investment, which could impact share price stability.

Future Outlook

The Reporting Persons intend to continuously review their investment in AIFU Inc. and may adjust their holdings or engage with management and the board based on various factors, including the Issuer's business, financial position, strategic direction, and market conditions.

Management Comments

• No direct quotes or paraphrased statements from AIFU Inc. management are included in this filing, which is a shareholder disclosure.

Industry Context

This filing primarily details a change in beneficial ownership and capital raising activities for AIFU Inc. without providing broader industry context. The reverse split and capital raise suggest the company is actively managing its capital structure, potentially to improve its financial standing or fund operations, which is a common practice across various industries for companies seeking to optimize their market presence or secure funding.

Comparison to Industry Standards

• The filing does not provide sufficient information to compare AIFU Inc.'s capital structure changes or financial performance to specific industry benchmarks or comparable companies. It focuses on the reporting persons' ownership changes and the corporate actions that led to them.

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 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.

Related Party Transactions

• Infinew Limited is 100% owned by Katherine Wang, making them related parties. They have entered into a Joint Filing Agreement for this Schedule 13D/A.

Stakeholder Impact

• Shareholders: Existing shareholders, including the Reporting Persons, experienced dilution of their ownership percentage due to the new share issuance. The reverse share split also altered the number of shares outstanding.
• Company (AIFU Inc.): Benefited from a capital infusion through the sale of 10,000,000 Class A ordinary shares, providing funds for operations or strategic initiatives.
• Institutional Investors: Acquired a significant stake in AIFU Inc. through the purchase of Class A ordinary shares and warrants, becoming new key stakeholders.

Next Steps

• The Reporting Persons will continue to review their investment position in AIFU Inc. on an ongoing basis.
• The Reporting Persons may make additional purchases of AIFU Inc. shares or other convertible securities in the open market or privately negotiated transactions.
• The Reporting Persons may dispose of all or part of their investments in AIFU Inc. shares.
• The Reporting Persons may engage in communications with AIFU Inc. shareholders, management, or board members regarding the Issuer's operations, prospects, and strategic direction.

Key Dates

Keywords

AIFU Inc., Infinew Limited, Katherine Wang, Schedule 13D, beneficial ownership, share issuance, reverse split, voting power, dilution, institutional investors, warrants, capital raise