AIFU Inc. (AIFU) holder Zhao diluted to 6.56% but keeps control

Rhea-AI Filing Summary

AIFU Inc. received an updated Schedule 13D/A from Expansion Group Ltd, Vanguard First Limited and their owner, Ileana Zhao, explaining how a large new share issuance changed their stake. On January 9, 2026, AIFU 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. The reporting persons did not buy or sell any shares; their percentage ownership fell because the total shares outstanding increased to 123,514,110 ordinary shares, including 116,014,110 Class A and 7,500,000 Class B shares.

After this dilution, Expansion Group Ltd beneficially owns 5,000,250 shares (250 Class A and 5,000,000 Class B) representing 4.05% of ordinary shares, Vanguard First Limited owns 3,100,000 Class A shares representing 2.51%, and Ileana Zhao is deemed to beneficially own 8,100,250 shares in total, or 6.56% of ordinary shares. Because each Class B share carries 100 votes, Zhao and her entities still control about 58.09% of AIFU’s aggregate voting power, down from 65.90% before the transaction.

Insights

Equity ownership & governance analyst

AIFU’s major shareholder is diluted economically but keeps voting control.

The filing shows that AIFU issued 102,578,839 Class A shares on January 9, 2026 to two counterparties as consideration for acquiring Nova Lumina Limited. This significantly increased total ordinary shares to 123,514,110 and reduced the reporting group’s economic ownership without any new trades by them.

Before this issuance, Ileana Zhao (through Expansion Group Ltd and Vanguard First Limited) beneficially owned 38.69% of AIFU’s ordinary shares; after, that stake dropped to 6.56%. However, Zhao’s voting influence remains high because Expansion Group Ltd holds 5,000,000 Class B shares, each with 100 votes. Her aggregate voting power decreases modestly from 65.90% to 58.09%, leaving effective control with her group.

This structure means economic exposure is now more dispersed among new shareholders from the Nova Lumina transaction, while decision-making power is still concentrated via high-vote Class B shares. Subsequent company disclosures about integration of Nova Lumina and any future changes in share classes or voting rights would further clarify long-term governance dynamics.

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)

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

Vanguard First Limited
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)

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

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 5,000,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,000,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,000,250.00

12

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

13

Percent of class represented by amount in Row (11)

4.05 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 250 Class A ordinary shares and 5,000,000 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 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

Vanguard First 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 3,100,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,100,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,100,000.00

12

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

13

Percent of class represented by amount in Row (11)

2.51 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Represents 3,100,000 Class A ordinary shares directly held by Vanguard First Limited, which is 100% owned by Ileana Zhao. 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

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 8,100,250.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,100,250.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,100,250.00

12

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

13

Percent of class represented by amount in Row (11)

6.56 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Includes (i) 250 Class A ordinary shares and 5,000,000 Class B ordinary shares directly held by Expansion Group Ltd, and (ii) 3,100,000 Class A ordinary shares directly held by Vanguard First Limited. Both Expansion Group Ltd and Vanguard First Limited are 100% owned by Ileana Zhao. 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: 01-10, Jinzhong Guobin Hui, Xili St., Shenzhen, CHINA , 518055.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the prior statement on Schedule 13D as filed on December 23, 2025 (the "Original 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)	The responses of each of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. Item 5(a) is hereby amended and restated as follow: 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, Expansion Group Ltd beneficially owns 250 Class A ordinary shares and 5,000,000 Class B ordinary shares of the Issuer and Vanguard First Limited beneficially owns 3,100,000 Class A ordinary shares of the Issuer. Expansion Group Ltd and Vanguard First Limited are both 100% owned by Ileana Zhao. Consequently, Ileana Zhao may be deemed to beneficially own the Ordinary Shares held by both Expansion Group Ltd and Vanguard First Limited. The Reporting Persons did not acquire or dispose of any shares subsequent to the filing of the Original 13D on December 23, 2025. 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,. The following table sets forth the aggregate beneficial ownership of the Reporting Persons prior to and after the Transaction: Class A Ordinary Shares Expansion Group Ltd 250 Vanguard First Limited 3,900,000 Ileana Zhao 3,900,250 Class B Ordinary Shares Expansion Group Ltd 5,000,000 Ileana Zhao 5,000,000 % of Beneficially Ownership Prior To The Transaction (1) Expansion Group Ltd 23.88% Vanguard First Limited 14.81% Ileana Zhao 38.69% % of Beneficially Ownership After The Transaction (1) Expansion Group Ltd 4.05% Vanguard First Limited 2.51% Ileana Zhao 6.56% % of Aggregate Voting Power Prior to the Transaction (1) Expansion Group Ltd 65.49% Vanguard First Limited 0.41% Ileana Zhao 65.90% % of Aggregate Voting Power After Transaction (1) Expansion Group Ltd 57.74% Vanguard First Limited 0.36% Ileana Zhao 58.09% (1) The percentage of beneficial ownership of each Reporting Persons is based on 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.
(c)	Item 5(c) is hereby amended and restated as follow: On November 7, 2025, Expansion Group Ltd entered into a share subscription agreement with the Issuer, pursuant to which Expansion Group Ltd agreed to subscribe for, and the Issuer agreed to issue and sell to Expansion Group Ltd, 5,000,000 Class B ordinary shares, for a total consideration of US$2,000,000 (the "Share Subscription"). The Share Subscription was completed on December 22, 2025. Except for the this Share Subscription, during the 60 days preceding the filing of this Schedule 13D, none 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 January 13, 2026 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Expansion Group Ltd (filed herewith) Exhibit 3: List of directors and executive officers of Vanguard First 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.

Expansion Group Ltd

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao/Director
Date:	01/13/2026

Vanguard First Limited

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao
Date:	01/13/2026

Ileana Zhao

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao
Date:	01/13/2026

FAQ

What does the latest Schedule 13D/A disclose about AIFU (AIFU) ownership?

The filing explains that after AIFU issued 102,578,839 Class A shares for its acquisition of Nova Lumina Limited, the reporting group led by Ileana Zhao was diluted. Zhao is now deemed to beneficially own 8,100,250 ordinary shares, or 6.56% of AIFU’s ordinary shares, based on 123,514,110 shares outstanding as of January 9, 2026.

How many AIFU shares do Expansion Group Ltd and Vanguard First Limited now hold?

Expansion Group Ltd beneficially owns 5,000,250 shares, consisting of 250 Class A and 5,000,000 Class B ordinary shares, representing 4.05% of ordinary shares. Vanguard First Limited holds 3,100,000 Class A ordinary shares, representing 2.51% of ordinary shares, all as of January 9, 2026.

How did AIFU’s acquisition of Nova Lumina Limited affect Ileana Zhao’s control?

The Nova Lumina transaction led AIFU to issue 102,578,839 Class A shares, which reduced Ileana Zhao’s beneficial ownership from 38.69% to 6.56% of ordinary shares. Because 5,000,000 Class B shares held via Expansion Group Ltd each carry 100 votes, Zhao’s aggregate voting power decreased from 65.90% to 58.09%, leaving her group with majority voting control.

Did the reporting shareholders in AIFU buy or sell any shares in this period?

The filing states that Expansion Group Ltd, Vanguard First Limited, and Ileana Zhao did not acquire or dispose of any AIFU shares after the Original 13D filed on December 23, 2025. The change in their ownership percentages results solely from AIFU’s issuance of new shares to third parties on January 9, 2026.

What is AIFU’s share structure and voting rights after the January 9, 2026 issuance?

AIFU has 123,514,110 ordinary shares outstanding, comprising 116,014,110 Class A and 7,500,000 Class B shares as of January 9, 2026. Each Class A share carries 1 vote, and each Class B share carries 100 votes. Both classes vote together as a single class on all matters unless law requires otherwise.

What prior transaction increased Expansion Group Ltd’s Class B holdings in AIFU?

On November 7, 2025, Expansion Group Ltd agreed to subscribe for 5,000,000 Class B ordinary shares of AIFU for total consideration of US$2,000,000. This share subscription was completed on December 22, 2025, giving Expansion Group Ltd its current Class B position.