AIFU shareholder holds about 95.3% of voting power

Available on EDGAR 11/12/2026 - 08:30 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

AIFU Inc. completed an issuance of 11,203,443 Class A ordinary shares to certain third parties in relation to an acquisition, increasing total outstanding ordinary shares to 72,379,191 as of November 6, 2026. The issuance diluted the reporting persons’ aggregate ownership percentage and voting power. Expansion Group Ltd beneficially owns 10,250,013 shares, or approximately 14.13% of outstanding ordinary shares and 95.27% of voting power. Expansion Group is 100% owned by its director, Ileana Zhao, who may also be deemed to beneficially own those shares. Neither reporting person acquired or disposed of shares after October 14, 2026.

Filing Explained

The ownership and voting percentages use different mechanics: Class B shares count as if converted to Class A for ownership, but carry 100 votes each versus one for Class A, so Expansion Group’s 14.13% ownership represents 95.27% of voting power.

Key Figures

Class A ordinary shares issued: 11,203,443 shares Ordinary shares beneficially owned by Expansion Group Ltd: 10,250,013 shares Ownership of outstanding ordinary shares: 14.13% +4 more

7 metrics

Class A ordinary shares issued 11,203,443 shares Issued to certain third parties in relation to an acquisition

Ordinary shares beneficially owned by Expansion Group Ltd 10,250,013 shares Following the share issuance

Ownership of outstanding ordinary shares 14.13% Expansion Group Ltd following the share issuance

Total voting power 95.27% Expansion Group Ltd following the share issuance

Ordinary shares outstanding 72,379,191 shares As of November 6, 2026

Votes per Class B ordinary share 100 votes Voting rights

Votes per Class A ordinary share 1 vote Voting rights

Key Terms

beneficial ownership, aggregate voting power, Class B ordinary shares

3 terms

beneficial ownership regulatory

"aggregate percentage beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

aggregate voting power technical

"aggregate voting power in the Issuer were diluted"

Class B ordinary shares technical

"each Class B ordinary share is entitled to one hundred (100) votes"

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.

FAQ

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

How many shares did AIFU issue?

AIFU completed an issuance of 11,203,443 Class A ordinary shares to certain third parties in relation to an acquisition. The reporting persons were not parties to the issuance and provided no funds or other consideration.

How much of AIFU does Expansion Group own?

Expansion Group Ltd beneficially owns 10,250,013 shares, representing approximately 14.13% of AIFU’s outstanding ordinary shares and approximately 95.27% of total voting power. Ileana Zhao owns 100% of Expansion Group and may be deemed to beneficially own its shares.

How do AIFU’s Class A and Class B shares vote?

Each Class A ordinary share is entitled to one vote, while each Class B ordinary share is entitled to 100 votes. The two classes vote together as a single class on matters submitted to shareholders, except as may otherwise be required by law.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

AIFU Inc.

(Name of Issuer)

Class A ordinary share, par value $0.002 per share

(Title of Class of Securities)

G3314G128

(CUSIP Number)

Expansion Group Ltd
c/o Ileana Zhao, Room 407, Tower 2, Harbour Center, 8 Hok Cheung Street
Hunghom, Kowloon, K3, 999077
852 84155569

Ileana Zhao
Room 407, Tower 2, Harbour Center, 8 Hok Cheung Street
Hunghom, Kowloon, K3, 999077
852 84155569

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G3314G128

1

Name of reporting person

Expansion Group Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,250,013.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,250,013.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,250,013.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.13 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 13 Class A ordinary shares and 10,250,000 Class B ordinary shares directly held by Expansion Group Ltd, which is 100% owned by Ileana Zhao. Note to Row 13: The percentage calculation is based on 72,379,191 ordinary shares, including 62,129,191 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of November 6, 2026 according to the records of the Issuer.

SCHEDULE 13D

CUSIP Number(s): G3314G128

1

Name of reporting person

Ileana Zhao

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUINEA-BISSAU

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,250,013.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,250,013.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,250,013.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.13 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 13 Class A ordinary shares and 10,250,000 Class B ordinary shares directly held by Expansion Group Ltd, which is 100% owned by Ileana Zhao. Note to Row 13: The percentage calculation is based on 72,379,191 ordinary shares, including 62,129,191 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of November 6, 2026 according to the records of the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary share, par value $0.002 per share
(b)	Name of Issuer: AIFU Inc.
(c)	Address of Issuer's Principal Executive Offices: 01-10, Jinzhong Guobin Hui, Xili St., Shenzhen, CHINA , 518055.
Item 1 Comment: This Amendment No. 4 to Schedule 13D (the "Amendment") amends and supplements the prior statement on Schedule 13D as filed on December 23, 2025 (the "Original 13D"), Amendment No. 1 to Schedule 13D as filed on January 13, 2026, Amendment No. 2 to Schedule 13D as filed on September 28, 2026 and Amendment No. 3 to Schedule 13D as filed on October 14, 2026 (the Original 13D as amended and supplemented, the "Previous Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.002 per share (the "Class A Ordinary Shares") of AIFU Inc., a Cayman Islands exempted company (the "Issuer") whose principal executive office is located at Room 001, Build 10, Jinzhong Guobin Hui, 2nd Road, Qinyuan, Lihu Community, Xili Street, Nanshan District, Shenzhen, People's Republic of China. Except as set forth below, all items of the Previous Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Previous Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 5 is hereby incorporated by reference into this Item 3. Item 3 of the Previous Schedule 13D is hereby amended and supplemented in its entirety as follows: Not applicable. The transaction described in Item 5 involved an issuance of shares by the Issuer to certain third parties in relations to an acquisition. The Reporting Persons were not parties to this transaction and did not provide any funds or other consideration.
Item 4.	Purpose of Transaction
	The information set forth in Item 5 is hereby incorporated by reference into this Item 4. Item 4 of the Previous Schedule 13D is hereby amended and supplemented to add the following: This Amendment is filed to report that the Reporting Persons' aggregate percentage beneficial ownership and voting power in the Issuer were diluted as a result of the Issuer's issuance of shares as described in Item 5 below.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Amendment are hereby incorporated by reference in this Item 5. Item 5(a) of the Previous Schedule 13D is hereby amended and restated as follow: Pursuant to the current report of the Issuer on Form 6-K filed on November 6, 2026, the Issuer completed the issuance of 11,203,443 Class A ordinary shares to certain third parties ("Share Issuance") in relation to an acquisition. The Reporting Persons did not acquire or dispose of any shares subsequent to the filing of the Previous Schedule 13D on October 14, 2026. The decrease in the Reporting Persons' aggregate beneficial ownership and their aggregate voting power was solely due to the increase in the total number of the Issuer's outstanding shares from the Share Issuance. Following the Share Issuance, Expansion Group Ltd beneficially owns 13 Class A ordinary shares and 10,250,000 Class B ordinary shares of the Issuer, representing approximately 14.13% of the Issuer's total issued and outstanding ordinary shares and approximately 95.27% of the total voting power. Expansion Group Ltd is 100% owned by Ileana Zhao. Consequently, Ileana Zhao may be deemed to beneficially own the Ordinary Shares held by Expansion Group Ltd. The percentage calculation is based on 72,379,191 ordinary shares, including 62,129,191 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of November 6, 2026 according to the records of the Issuer. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership. Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of our Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law.
(c)	Item 5(c) of the Previous Schedule 13D is hereby amended and restated as follow: During the 60 days preceding the filing of this Schedule 13D, neither of the Reporting Persons has effected any transactions in the Ordinary Shares except as reported herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated November 12, 2026 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Expansion Group Ltd (filed herewith)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Expansion Group Ltd

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao/Director
Date:	11/12/2026

Ileana Zhao

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao
Date:	11/12/2026