SCHEDULE 13D/A: Highest Performances Holdings Reduces Stake in AIFU INC. Through Strategic Share Sales

Highest Performances Holdings Inc. has significantly reduced its beneficial ownership in AIFU INC. to 30.45% through a series of open market and private share sales in May 2025.

Summary

• Highest Performances Holdings Inc. (the "Reporting Person") filed an amendment to its Schedule 13D, detailing recent transactions in AIFU INC.'s Class A ordinary shares.
• On May 6, 2025, the Reporting Person sold 2,353,617 ADSs of AIFU INC., representing 47,072,340 Class A ordinary shares, in open market sales.
• The open market sales were executed at a weighted average price of US$0.2215 per ADS, totaling US$521,284.29, with prices ranging from US$0.2023 to US$0.2436 per ADS.
• On May 8, 2025, the Reporting Person entered into Share Purchase and Sale Agreements to sell an additional 397,418,628 Class A ordinary shares to four entities: QT Management Company Limited, Great Name Group Limited, Innovation Global Financial Group Limited, and American Magpie News Company Limited.
• These private sales were conducted at a price of US$0.00873 per Class A ordinary share, generating total considerations of US$904,333, US$819,551, US$870,420, and US$875,161 respectively.
• Following these transactions, Highest Performances Holdings Inc. beneficially owns 657,109,820 ordinary shares of AIFU INC., comprising 147,109,820 Class A ordinary shares and 510,000,000 Class B ordinary shares.
• This new beneficial ownership represents 30.45% of AIFU INC.'s total issued and outstanding ordinary shares and 50.56% of the aggregate voting power, based on 2,158,105,604 ordinary shares outstanding as of March 31, 2025.
• The Reporting Person's Class A ordinary shares, represented by ADSs, are listed on the Nasdaq Global Market, and it operates as a leading provider of intelligent technology-driven family and enterprise services in China through its subsidiaries.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant reduction in beneficial ownership by a major holder and the lower price per share in the private sales compared to the open market transactions, despite the stated 'strategic long-term investment purposes'.

Positives

• The Reporting Person states its acquisition of beneficial ownership was for strategic long-term investment purposes, indicating continued interest in the Issuer.
• The Reporting Person maintains a significant voting power of 50.56% in AIFU INC. due to its Class B ordinary share holdings, suggesting continued influence.

Negatives

• Highest Performances Holdings Inc. significantly reduced its stake in AIFU INC. by selling a large number of Class A ordinary shares.
• The private sales on May 8, 2025, were executed at a price of US$0.00873 per Class A ordinary share, which is notably lower than the per-share equivalent price from the open market ADS sales on May 6, 2025 (US$0.2215 per ADS, where 1 ADS represents 20 shares, equating to approximately US$0.011075 per Class A share).

Risks

• The Reporting Person's future actions regarding its investment in AIFU INC. are subject to various factors, including the Issuer's business, prospects, financial position, strategic direction, ADS price levels, securities market conditions, and general economic and industry conditions, which could lead to further sales or purchases.
• The significant sale of shares by a major holder could be perceived negatively by the market, potentially impacting AIFU INC.'s share price.

Future Outlook

The Reporting Person intends to review its investment in AIFU INC. on a continuing basis and may change its current intentions based on various factors, including the Issuer's business, financial position, strategic direction, and market conditions. It may engage in communications with stakeholders, make suggestions, and potentially make additional purchases or dispose of its investments in the future.

Industry Context

This filing reflects a significant change in the ownership structure of AIFU INC. by a major shareholder, Highest Performances Holdings Inc., a holding company operating in the intelligent technology-driven family and enterprise services sector in China. Such large-scale transactions can signal strategic shifts within the investor's portfolio or reflect their evolving view on the investee company's prospects within its industry.

Legal Proceedings

• Highest Performances Holdings Inc. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Highest Performances Holdings Inc. has not 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 of AIFU INC. may experience a change in market perception and potentially share price volatility due to the significant reduction in a major shareholder's stake.
• The new purchasers of the Class A ordinary shares (QT Management, Great Name, Innovation Global, and American Magpie) become new significant stakeholders in AIFU INC.

Next Steps

• Highest Performances Holdings Inc. will continue to review its investment in AIFU INC. on an ongoing basis.
• The Reporting Person may engage in communications with AIFU INC.'s shareholders, management, or board of directors.
• The Reporting Person may make suggestions concerning AIFU INC.'s operations, strategies, and financial matters.
• The Reporting Person may make additional purchases of AIFU INC. securities or dispose of existing investments in the future, depending on market conditions and AIFU INC.'s performance.

Key Dates

Keywords

SEC filing, Schedule 13D/A, AIFU INC., Highest Performances Holdings Inc., share sale, beneficial ownership, Class A ordinary shares, Class B ordinary shares, ADS, strategic investment, China technology services, corporate governance, voting power