AIFU share deal to give Expansion 63% stake, 99% vote

New share subscription will give Expansion Group Ltd. majority ownership of AIFU and over 99% of its voting power for US$20,000 in proceeds.

Rhea-AI Filing Summary

AIFU Inc. (AIFU) entered into a share subscription agreement with Expansion Group Ltd. under which Expansion will subscribe for 10,000,000 Class B ordinary shares at US$0.002 per share, for total consideration of US$20,000. The company states that gross proceeds will be used for general working capital purposes, and the issuance is expected to close by the end of September 2026, subject to customary closing conditions.

Expansion currently holds 13 Class A ordinary shares and 250,000 Class B ordinary shares. After completion, Expansion is expected to beneficially own 13 Class A ordinary shares and 10,250,000 Class B ordinary shares, representing 63.37% of AIFU’s total issued and outstanding ordinary shares and 99.43% of the aggregate voting power.

Positive

• US$20,000 capital infusion from Expansion Group Ltd. provides additional funding for AIFU’s general working capital purposes, though at a small absolute scale.

Negative

• Post-transaction, Expansion Group Ltd. is expected to hold 63.37% of issued shares and 99.43% of aggregate voting power, leading to a highly concentrated control structure.
• The issuance of 10,000,000 new Class B shares at par value US$0.002 implies significant dilution of existing shareholders for a relatively small cash consideration of US$20,000.

Filing Explained

The subscription remains pending customary closing conditions; if completed, issuing 10,000,000 Class B shares would increase AIFU’s total share count and dilute existing holders’ percentage ownership.

Key Figures

New Class B shares issued: 10,000,000 shares Subscription price per Class B share: US$0.002 per share Total consideration: US$20,000 +5 more

8 metrics

New Class B shares issued 10,000,000 shares To be subscribed by Expansion Group Ltd. under the share subscription agreement

Subscription price per Class B share US$0.002 per share Equal to par value of AIFU Class B ordinary shares

Total consideration US$20,000 Gross proceeds to AIFU from the share subscription

Expansion post-issuance Class B holdings 10,250,000 shares Expansion’s expected Class B ordinary share holdings after completion

Post-issuance ownership stake 63.37% Expansion’s expected share of AIFU’s total issued and outstanding ordinary shares

Post-issuance aggregate voting power 99.43% Expansion’s expected voting power in AIFU after completion

Expansion pre-issuance Class B holdings 250,000 shares Expansion’s Class B ordinary share holdings before the new subscription

Expansion Class A holdings 13 shares Class A ordinary shares held by Expansion both before and after the issuance

Key Terms

share subscription agreement, Class B ordinary shares, par value, aggregate voting power, +1 more

5 terms

share subscription agreement financial

"entered into a share subscription agreement (the “Agreement”) with Expansion"

A share subscription agreement is a written contract in which an investor agrees to buy a specific number of a company's shares at an agreed price and under stated conditions. It matters to investors because it spells out who pays what, when shares are issued, and any protections or obligations for both sides—like a detailed purchase order that clarifies ownership, timing and potential dilution risk so investors know exactly how their stake will be created and protected.

Class B ordinary shares financial

"Expansion will subscribe for 10,000,000 Class B ordinary shares of the Company"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

par value financial

"at a price of US$0.002 per Share, which is the par value"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

aggregate voting power financial

"representing 63.37% of the total issued and outstanding ordinary shares"

customary closing conditions regulatory

"expected to be completed by the end of September 2026, subject to satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did AIFU (AIFU) announce in this Form 6-K?

AIFU entered into a share subscription agreement with Expansion Group Ltd., under which Expansion will subscribe for 10,000,000 Class B ordinary shares at US$0.002 per share, for total consideration of US$20,000, expected to close by the end of September 2026.

How much capital will AIFU (AIFU) receive from the new share issuance?

AIFU will receive US$20,000 in gross proceeds from the issuance of 10,000,000 Class B ordinary shares to Expansion Group Ltd. at US$0.002 per share, which the company plans to use for general working capital purposes.

What will Expansion Group Ltd.’s ownership be in AIFU (AIFU) after the issuance?

After completion, Expansion Group Ltd. is expected to beneficially own 13 Class A shares and 10,250,000 Class B shares, representing 63.37% of AIFU’s total issued and outstanding ordinary shares and 99.43% of its aggregate voting power.

What were Expansion Group Ltd.’s holdings in AIFU (AIFU) before this agreement?

Before the agreement, Expansion Group Ltd. held 13 Class A ordinary shares and 250,000 Class B ordinary shares of AIFU. The new subscription adds 10,000,000 Class B shares to these existing holdings upon completion.

When is the AIFU (AIFU) share issuance to Expansion expected to be completed?

The issuance of 10,000,000 Class B ordinary shares to Expansion Group Ltd. is expected to be completed by the end of September 2026, subject to the satisfaction of customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 04:31 PM Accepted by SEC EDGAR 09/09/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-33768

AIFU INC.

Room 01, Building 10,

Jinzhong Guobin Hui Qinyuan 2nd Road

Lihu Community, Xili Street
Shenzhen, 518055
People’s Republic of China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Entry into Agreement for Issuance of Class B Ordinary Shares

On September 9, 2026, AIFU Inc. (“AIFU” or the “Company”) entered into a share subscription agreement (the “Agreement”) with Expansion Group Ltd. (“Expansion”), pursuant to which Expansion will subscribe for 10,000,000 Class B ordinary shares of the Company (the “Shares”, each “a Share”), at a price of US$0.002 per Share, which is the par value of the Class B ordinary share, for a total consideration of US$20,000 (the “Issuance”). The gross proceeds to the Company from such transaction will be used for general working capital purposes.

The Issuance is expected to be completed by the end of September 2026, subject to satisfaction of customary closing conditions. Expansion currently owns 13 Class A ordinary shares and 250,000 Class B ordinary shares of the Company. Following the Issuance, Expansion will beneficially own 13 Class A ordinary shares and 10,250,000 Class B ordinary shares of the Company, representing 63.37% of the total issued and outstanding ordinary shares of the Company, and 99.43% of the aggregate voting power of the Company.

The foregoing description of the Share Subscription Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Share Subscription Agreement which is filed as Exhibits 10.1 hereto, and is incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit Number		Desciption
10.1		Form of Share Subscription Agreement made between AIFU Inc. and Expansion Group Ltd dated on September 9, 2026

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AIFU Inc.
	By:	/s/ Mingxiu Luan
	Name:	Mingxiu Luan
	Title:	Chief Executive Officer

Date: September 9, 2026

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SHARE SUBSCRIPTION AGREEMENT MADE BETWEEN AIFU INC. AND EXPANSION GROUP 31.7 KB