AIFU Inc. (AIFU) holder diluted from 18.63% to 3.16% after major share issuance

Rhea-AI Filing Summary

AIFU Inc. shareholders are informed that a major share issuance has significantly diluted one existing holder’s stake. The company issued 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd in connection with acquiring 100% of Nova Lumina Limited. Good Silver Limited and its owner, Jamie Zhou, still beneficially own 3,900,000 Class A ordinary shares, but their stake fell from about 18.63% to about 3.16% of AIFU’s ordinary shares as of January 9, 2026. Their aggregate voting power declined from about 0.51% to about 0.45%. They did not buy or sell shares; the change results entirely from the new shares issued. Because of this dilution, they no longer hold more than five percent of the class.

Insights

Equity ownership and governance analyst

Large AIFU share issuance dilutes an existing 18.63% holder to 3.16%.

AIFU Inc. issued 102,578,839 Class A ordinary shares to two entities tied to its acquisition of Nova Lumina Limited. This sharply increased total ordinary shares to 123,514,110 as of January 9, 2026. Good Silver Limited and Jamie Zhou continue to beneficially own 3,900,000 Class A shares, but their percentage ownership declined from approximately 18.63% to 3.16%.

The filing clarifies that Good Silver and Jamie Zhou did not acquire or dispose of shares; dilution stems solely from AIFU’s new issuance. Their voting power also declined modestly, from about 0.51% to 0.45%, in a structure where Class A carries one vote and Class B carries one hundred votes per share. As a result, they no longer qualify as beneficial owners of more than five percent of the class, which reduces their reporting obligations and signals a relative shift in influence toward the new share recipients.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

AIFU Inc.

(Name of Issuer)

Class A ordinary share, par value $0.4 per share

(Title of Class of Securities)

G3314G110

(CUSIP Number)

Good Silver Limited
c/o Jamie Zhou, Room 2001, 2/F, #03-13, The Tresor, 26 Duchess Road
Singapore, U0, 269029
852 97039532

(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

Good Silver 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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,900,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,900,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,900,000.00

12

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

13

Percent of class represented by amount in Row (11)

3.16 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 3,900,000 Class A ordinary shares directly held by Good Silver Limited, which is 100% owned by Jamie Zhou. 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

Jamie Zhou

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 3,900,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,900,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,900,000.00

12

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

13

Percent of class represented by amount in Row (11)

3.16 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 3,900,000 Class A ordinary shares directly held by Good Silver Limited, which is 100% owned by Jamie Zhou. 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. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the prior statement on Schedule 13D as filed on August 1, 2025 (the "Original 13D"), Amendment No. 1 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
	The information set forth in Item 5 is hereby incorporated by reference into this Item 3. 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 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 is hereby amended and supplemented to add the following: This Amendment No. 2 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)	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 and Schedule 13D (Amendment No. 1), the Reporting Persons beneficially own 3,900,000 Class A ordinary shares of the Issuer. The Reporting Person 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 18.63%, as reported in Schedule 13D (Amendment No. 1) to approximately 3.16%, and their aggregate voting power was diluted from approximately 0.51% to approximately 0.45%. The percentage of beneficial ownership of each 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 Good Silver 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.

Good Silver Limited

Signature:	/s/ Jamie Zhou
Name/Title:	Jamie Zhou/Director
Date:	01/13/2026

Jamie Zhou

Signature:	/s/ Jamie Zhou
Name/Title:	Jamie Zhou
Date:	01/13/2026

FAQ

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

It reports that Good Silver Limited and Jamie Zhou still own 3,900,000 Class A ordinary shares of AIFU Inc., but their beneficial ownership fell from about 18.63% to about 3.16% after a large share issuance.

Why were Good Silver Limited and Jamie Zhou diluted in AIFU Inc.?

Their stake was diluted because AIFU Inc. issued 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd in connection with acquiring Nova Lumina Limited, increasing the total shares outstanding.

Did Good Silver Limited or Jamie Zhou buy or sell AIFU shares in this amendment?

No. The filing states that the reporting persons did not acquire or dispose of any shares after the original Schedule 13D; the percentage change is solely from AIFU’s new share issuance.

What is the current size of AIFU’s share capital used for the ownership calculation?

The percentages are based on 123,514,110 ordinary shares outstanding as of January 9, 2026, including 116,014,110 Class A and 7,500,000 Class B ordinary shares.

How does the voting structure at AIFU Inc. affect Good Silver and Jamie Zhou?

Each AIFU Class A share has one vote and each Class B share has one hundred votes. Good Silver and Jamie Zhou’s voting power declined from about 0.51% to about 0.45% of total voting power as a result of the new issuance.

Do Good Silver Limited and Jamie Zhou remain 5% beneficial owners of AIFU?

No. The amendment states that, as of January 9, 2026, they ceased to be beneficial owners of more than five percent of the class of securities.