AIFU Inc. (AIFU) holders report dilution after major share issue

Rhea-AI Filing Summary

Infinew Limited and Katherine Wang filed Amendment No. 3 to a Schedule 13D to report dilution of their ownership in AIFU Inc. after a large share issuance. They continue to beneficially own 1,225,250 ordinary shares in total, made up of 250 Class A ordinary shares and 1,225,000 Class B ordinary shares. As a result of AIFU Inc. issuing 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd. in connection with acquiring Nova Lumina Limited, their stake fell from about 5.85% to about 0.99% of the company’s ordinary shares as of January 9, 2026. Their aggregate voting power decreased from about 16.05% to about 14.15%, reflecting the dual‑class structure in which each Class A share carries one vote and each Class B share carries one hundred votes. The reporting persons did not buy or sell any shares; the change is entirely due to the company’s new issuance.

Insights

Equity ownership and governance analyst

AIFU’s major shareholder is diluted by a large share issuance used for an acquisition.

AIFU Inc. issued 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd. as consideration for acquiring 100% of Nova Lumina Limited. This significantly increased total ordinary shares outstanding to 123,514,110, including 116,014,110 Class A shares and 7,500,000 Class B shares as of January 9, 2026.

Infinew Limited and Katherine Wang still beneficially own 1,225,250 ordinary shares (250 Class A and 1,225,000 Class B), but their percentage ownership dropped from approximately 5.85% to 0.99%. Because each Class B share carries 100 votes versus one vote for Class A, their voting power declined from about 16.05% to 14.15%, which remains higher than their economic stake.

The filing notes they did not acquire or dispose of shares after the original Schedule 13D; the change stems solely from the company’s new share issuance. As of January 9, 2026, they also ceased to be beneficial owners of more than five percent of the affected class, which can alter future reporting obligations and signals a shift in the holder landscape for AIFU Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

AIFU Inc.

(Name of Issuer)

Class A ordinary share, par value $0.4 per share

(Title of Class of Securities)

G3314G110

(CUSIP Number)

Infinew Limited
c/o Katherine Wang Room 5031, 5/F Yau Lee Center No. 45 Hoi Yuen Road
Kowloon, K3, 999077
85261944231

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

01/09/2026

(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).

SCHEDULE 13D

CUSIP No. G3314G110

1

Name of reporting person

Infinew Limited

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 1,225,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,225,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,225,250.00

12

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

13

Percent of class represented by amount in Row (11)

0.99 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8, 10, 11: Includes 250 Class A ordinary shares and 1,225,000 Class B ordinary shares directly held by Infinew Limited, which is 100% owned by Katherine Wang. Note to Row 13: The percentage calculation is based on 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026.

SCHEDULE 13D

CUSIP No. G3314G110

1

Name of reporting person

Katherine Wang

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 1,225,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,225,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,225,250.00

12

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

13

Percent of class represented by amount in Row (11)

0.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 8, 10, 11: Includes 250 Class A ordinary shares and 1,225,000 Class B ordinary shares directly held by Infinew Limited, which is 100% owned by Katherine Wang. Note to Row 13: The percentage calculation is based on 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary share, par value $0.4 per share
(b)	Name of Issuer: AIFU Inc.
(c)	Address of Issuer's Principal Executive Offices: 1-10, Jinzhong Guobin Hui, Xili St., Shenzhen, CHINA , 518055.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the prior statement on Schedule 13D as filed on January 15, 2025 (the "Original 13D"), Amendment No. 1 to Schedule 13D as filed on September 24, 2025 and Amendment No. 2 to Schedule 13D as filed on December 23, 2025 (the Original 13D as amended and supplemented, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.4 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.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 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. The Reporting Persons were not a party to this transaction and did not provide any funds or other consideration.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented to add the following: This Amendment No 3.is filed to report that the Reporting Persons' aggregate percentage beneficial ownership and voting power in the Issuer was 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)	Item 5(a) is hereby amended and restated as follow: The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby incorporated by reference in this Item 5. Pursuant to the current report of the Issuer on Form 6-K filed on January 9, 2026, on January 9, 2026, the Issuer completed the issuance of 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd, in relations to its previously announced acquisition of 100% of the equity interest in Nova Lumina Limited (the "Share Issuance"). As reported in the Original 13D, Amendment No. 1 and Amendment No. 2, the Reporting Persons beneficially own 1,225,250 ordinary shares, including 250 Class A ordinary shares and 1,225,000 Class B ordinary shares.. The Reporting Persons did not acquire or dispose of any shares subsequent to the filing of the Original 13D on August 1, 2025. However, as a direct result of the increase in the total number of the Issuer's outstanding shares from the Share Issuance, the Reporting Persons' aggregate beneficial ownership was diluted from approximately 5.85%, as reported in Schedule 13D (Amendment No. 2), to approximately 0.99%, and their aggregate voting power was diluted from approximately 16.05% to approximately 14.15%. The percentage of beneficial ownership of the Reporting Person is based on 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026. 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.
(e)	Item 5(e) is hereby amended and restated as follow: As of January 9, 2026, as the result of the dilution from the Share Issuance, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated January 13, 2026 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Infinew Limited. (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.

Infinew Limited

Signature:	/s/ Katherine Wang
Name/Title:	Katherine Wang/Director
Date:	01/13/2026

Katherine Wang

Signature:	/s/ Katherine Wang
Name/Title:	Katherine Wang/Director
Date:	01/13/2026

FAQ

What change in ownership does this AIFU Schedule 13D/A report?

The Schedule 13D/A reports that Infinew Limited and Katherine Wang’s beneficial ownership in AIFU Inc. fell from approximately 5.85% to approximately 0.99% of the ordinary shares as of January 9, 2026, due to a share issuance by the company.

How many AIFU Inc. shares do Infinew Limited and Katherine Wang now beneficially own?

They beneficially own 1,225,250 ordinary shares, consisting of 250 Class A ordinary shares and 1,225,000 Class B ordinary shares, held through Infinew Limited.

Why were Infinew Limited and Katherine Wang diluted in AIFU Inc.?

The dilution occurred because AIFU Inc. issued 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd. in relation to its acquisition of Nova Lumina Limited. The reporting persons did not buy or sell shares.

What are AIFU Inc.’s total shares outstanding after the share issuance?

As of January 9, 2026, AIFU Inc. had 123,514,110 ordinary shares outstanding, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares.

How did the voting power of Infinew Limited and Katherine Wang in AIFU Inc. change?

Their aggregate voting power decreased from approximately 16.05% to approximately 14.15%, reflecting the larger total voting pool after the new Class A shares were issued.

Did Infinew Limited or Katherine Wang sell any AIFU shares in this filing?

No. The document states that the reporting persons did not acquire or dispose of any shares after the original Schedule 13D. The change in percentages is solely due to AIFU’s share issuance.

Do Infinew Limited and Katherine Wang still own more than 5% of AIFU Inc.?

As of January 9, 2026, they no longer beneficially own more than five percent of the relevant class of AIFU Inc. securities.