SCHEDULE: Maase Inc. Stake in AIFU Diluted Post-Share Issuance

Maase Inc.'s beneficial ownership and voting power in AIFU INC. significantly decreased following AIFU's issuance of 5 million Class B ordinary shares to a third party.

Summary

• Maase Inc. (Reporting Person) filed an Amendment No. 5 to its Schedule 13D regarding its investment in AIFU INC. (Issuer).
• The amendment reports a dilution of Maase Inc.'s stake in AIFU INC. due to AIFU's issuance of 5,000,000 Class B ordinary shares to Expansion Group Ltd on December 22, 2025.
• Maase Inc. did not participate in this transaction and continues to beneficially own 1,642,774 Ordinary Shares of AIFU INC.
• This includes 367,774 Class A ordinary shares and 1,275,000 Class B ordinary shares.
• Maase Inc.'s aggregate beneficial ownership in AIFU INC. was diluted from approximately 10.35% to 7.85%.
• Its aggregate voting power was significantly diluted from approximately 48.55% to 16.75%.
• The dilution is based on 20,935,271 ordinary shares outstanding as of December 22, 2025, comprising 13,435,271 Class A and 7,500,000 Class B shares.
• Class B ordinary shares carry 100 votes per share, while Class A shares carry 1 vote per share, explaining the disproportionate voting power dilution.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the significant dilution of both beneficial ownership and voting power for the reporting person, Maase Inc., without their participation in the transaction. While Maase Inc. states it holds the shares for investment purposes, the reduction in influence is a clear negative.

Positives

• Maase Inc. maintains its investment in AIFU INC. for strategic purposes.
• Maase Inc. may engage with AIFU's management and board to make suggestions regarding operations and strategy.

Negatives

• Significant dilution of Maase Inc.'s beneficial ownership in AIFU INC. from 10.35% to 7.85%.
• Substantial reduction in Maase Inc.'s aggregate voting power in AIFU INC. from 48.55% to 16.75%.
• The dilution occurred without Maase Inc. receiving any consideration or participating in the share issuance.

Risks

• Future dilution of ownership and voting power if AIFU INC. issues more shares.
• Potential impact on Maase Inc.'s ability to influence AIFU INC.'s strategic direction due to reduced voting power.
• Market conditions and general economic factors could affect the value of Maase Inc.'s investment in AIFU INC.

Future Outlook

Maase Inc. intends to review its investment in AIFU INC. on a continuing basis and may take future actions, including changing its intentions, engaging with stakeholders, or making additional purchases or dispositions of shares, based on various factors such as AIFU's business, financial position, market conditions, and general economic outlook.

Management Comments

• "The Reporting Person holds the Ordinary Shares for investment purposes."
• "The Reporting Person intends to review their investment in the Issuer on a continuing basis."
• "The 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 Person may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to their investment in the Ordinary Shares."

Industry Context

This filing reflects a change in ownership structure for AIFU INC., potentially indicating a strategic move by AIFU to bring in a new significant investor (Expansion Group Ltd) or raise capital, which is common in the technology-driven services sector in China. The dilution of an existing major shareholder like Maase Inc. could signal a shift in the power dynamics within AIFU INC.

Legal Proceedings

• Maase Inc. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Maase Inc. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting 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

• No contracts, arrangements, understandings, or relationships (legal or otherwise) between Maase Inc. and any person with respect to any securities of AIFU INC. are reported, other than Maase Inc.'s general investment purpose.

Stakeholder Impact

• Shareholders (Maase Inc.): Significant dilution of ownership and voting power in AIFU INC., potentially reducing influence over AIFU's strategic decisions.
• Shareholders (Expansion Group Ltd): Becomes a new significant shareholder with substantial voting power in AIFU INC.
• Shareholders (Other AIFU INC. shareholders): Overall dilution of existing shareholders' percentage ownership due to the issuance of new shares.
• AIFU INC. Management/Board: The new share issuance and the resulting shift in voting power could alter board dynamics and strategic direction.

Next Steps

• Maase Inc. will continue to review its investment in AIFU INC.
• Maase Inc. may engage in communications with AIFU INC.'s shareholders, management, or board of directors.
• Maase Inc. may make suggestions regarding AIFU INC.'s operations, strategies, and financial matters.
• Maase Inc. may make additional purchases or dispose of its Ordinary Shares in AIFU INC.

Key Dates

Recommendation

While Maase Inc.'s stake in AIFU INC. has been significantly diluted, particularly its voting power, the filing indicates Maase Inc. still holds the shares for investment purposes and may engage with AIFU's management or even make further purchases. This suggests a continued, albeit reduced, strategic interest. The dilution is a negative, but without further information on AIFU's underlying business performance or the strategic implications of Expansion Group Ltd's investment, a "hold" position is prudent to observe future developments and Maase Inc.'s subsequent actions. A "sell" would be premature given Maase Inc.'s stated investment intent, and a "buy" is not justified by the dilution event.

Keywords

AIFU INC., Maase Inc., Schedule 13D/A, beneficial ownership, voting power, share dilution, Class B ordinary shares, SEC filing, investment stake, corporate governance