[SCHEDULE 13D/A] AIFU Inc. SEC Filing

Rhea-AI Filing Summary

Infinew Limited and Katherine Wang report they beneficially own 1,225,250 ordinary shares of AIFU Inc., representing 7.72% of outstanding shares and 46.51% of voting power. The change in ownership resulted from a 1-for-400 reverse split and a concurrent private share issuance of 10,000,000 Class A shares and warrants on July 23, 2025. Following those actions, the Reporting Persons hold 250 Class A shares and 1,225,000 Class B shares; each Class B share carries 100 votes while each Class A carries one vote, which explains the disproportionate voting power compared with economic ownership. The Reporting Persons state the holdings are for investment purposes and reserve the right to review, buy or sell securities or engage with the issuer, but have no current plans for the specific corporate actions listed in Item 4.

Positive

• Substantial voting influence: Reporting Persons control 46.51% of voting power, which is material to governance outcomes
• Clear disclosure of corporate actions: Filing explicitly ties ownership changes to a 1-for-400 reverse split and a July 23, 2025 share issuance and warrants

Negative

• Economic dilution: Reporting Persons' economic ownership is 7.72% after the share issuance, reflecting dilution from the private placement
• Concentration risk: Disparity between voting power and economic stake may raise governance or minority-holder concerns

Insights

Financial Analyst

TL;DR: Large voting influence (46.51%) with modest economic stake (7.72%) after reverse split and dilution.

The filing documents a structural shift from corporate actions: a 1-for-400 reverse split and a 10,000,000-share private placement with associated warrants. Economically, the Reporting Persons own 7.72% of outstanding shares, which is not a majority economic stake. However, ownership of 1,225,000 Class B shares, each with 100 votes, yields 46.51% of voting power, giving near-blocking influence on shareholder votes. The filing discloses no transactions in the prior 60 days and states investment intent without present plans for takeover, board changes, or other Item 4 actions.

Corporate Governance Expert

TL;DR: Reporting Persons now hold substantial voting power that could materially affect governance despite limited economic ownership.

The Schedule 13D/A confirms the Reporting Persons control a concentrated voting block via Class B shares (1,225,000 shares translating to 46.51% voting power). This disparity between economic and voting percentages is material to governance and strategic outcomes because it can influence board elections and major corporate approvals. The Reporting Persons disclaim present plans to pursue specific control actions but reserve the right to engage with management or shareholders and to alter their holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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
Kwun Tong, Kowloon, K3, 999077
85261944231

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

07/23/2025

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

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)

7.72 %

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 15,870,271 ordinary shares, including 13,370,271 Class A ordinary shares and 2,500,000 Class B ordinary shares, of the Issuer outstanding as of July 23, 2025.

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

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)

7.72 %

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 15,870,271 ordinary shares, including 13,370,271 Class A ordinary shares and 2,500,000 Class B ordinary shares, of the Issuer outstanding as of July 23, 2025.

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: 27F, Pearl River Tower, No. 15, West Zhujiang Road, Zhujiang New Town, Guangzhou, Guangdong, CHINA , 510623.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by Infinew Limited ("Infinew") and Katherine Wang (each, a "Reporting Person" and together, the "Reporting Persons"). Infinew is 100% owned by Katherine Wang.
(b)	The registered address of Infinew is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. Katherine Wang's business address is located at Room 5031, 5/F, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong K3, 999077.
(c)	Katherine Wang serves as a Director of Infinew which is a limited liability company without any substantive operations.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.
(f)	Infinew is a British Virgin Islands limited liability company. Ms. Katherine Wang is a citizen of the Republic of Guinea-Bissau.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented in its entirety as follows: The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On May 21, 2025, the Issuer effected a 1-for-400 reverse share split (the "Reverse Split"). Following the Reverse Split, every four hundred (400) issued and authorized Class A and Class B ordinary shares of a par value of US$0.001 each were consolidated into one (1) Class A or Class B ordinary share, respectively, with a par value of US$0.4 per share. On July 7, 2025, the Issuer entered into a Securities Purchase Agreement (the "Agreement") with certain institutional investors (the "Investors"). Pursuant to the Agreement, on July 23, 2025 (the "Closing Date"), the Issuer issued and sold to the Investors an aggregate of 10,000,000 Class A ordinary shares, par value $0.40 per share (the "Class A Ordinary Shares"), at a purchase price of $3.156 per share (the "Share Issuance"). Concurrently with the Share Issuance, the Issuer issued to the Investors a warrant (the "Warrant") to purchase up to an aggregate of 20,000,000 additional Class A Ordinary Shares. The Warrant is exercisable in two equal tranches: 50% of the Warrant are exercisable at 200% of the per share purchase price, and the remaining 50% are exercisable at 250% of the per share purchase price. Following the Reverse Split and Share Issuance, the Reporting Persons beneficially own 250 Class A ordinary shares and 1,225,000 Class B ordinary shares of the Issuer, representing approximately 7.72% of the Issuer's total outstanding shares and 46.51% of its total voting power. None of the Reporting Persons has effected any transactions in the Issuer's ordinary shares in the past 60 days. The reported change in beneficial ownership and voting power of the Reporting Persons was solely due to the Reverse Split and dilution from the Share Issuance.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented in its entirety as follows: The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D/A for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D/A, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the Ordinary Shares, conditions in the securities markets, and general economic and industry conditions. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to their investment in the Ordinary Shares. The Reporting Person expects that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5.	Interest in Securities of the Issuer
(a)	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. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. The aggregate number of ordinary shares beneficially owned by each of the Reporting Persons is 1,225,250, including 250 Class A ordinary shares and 1,225,000 Class B ordinary shares of the Issuer. The Reporting Persons' aggregate percentage of beneficial ownership is 7.72%, representing 46.51% of the voting power of the Issuer. Percentage of beneficial ownership of the Reporting Persons is based on 15,870,271 ordinary shares, including 13,370,271 Class A ordinary shares and 2,500,000 Class B ordinary shares, of the Issuer outstanding as of July 23, 2025. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote.
(b)	The Reporting Persons has shared voting and dispositive power over the ordinary shares of reported in this Schedule 13D/A.
(c)	During the 60 days preceding the filing of this Schedule 13D/A, none of the Reporting Persons has effected any transactions in the Ordinary Shares except as reported herein.
(d)	To the best knowledge of the Reporting Person, except for the agreement described in this Schedule 13D/A, no one other than the Reporting Person, or the holders of interests in the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated September 24, 2025 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Infinew Limited. (filed herewith) Exhibit 3: Form of Share Purchase and Sale Agreement, dated July 7, 2025, between AIFU Inc. and certain investors. (incorporation by reference to Exhibit 99.2 to the Form 6-K of AIFU Inc. filed with the Commission on July 7, 2025) Exhibit 4: Form of Warrant (incorporation by reference to Exhibit 99.3 to the Form 6-K of AIFU Inc. filed with the Commission on July 7, 2025)

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:	09/24/2025

Katherine Wang

Signature:	/s/ Katherine Wang
Name/Title:	Katherine Wang/Director
Date:	09/24/2025

FAQ

What stake in AIFU (AIFU) do Infinew Limited and Katherine Wang report?

They report beneficial ownership of 1,225,250 ordinary shares, consisting of 250 Class A and 1,225,000 Class B shares, representing 7.72% of shares outstanding and 46.51% of voting power.

How did Infinew's ownership change occur according to the filing?

The filing attributes the change solely to a 1-for-400 reverse share split and dilution from a July 23, 2025 private share issuance of 10,000,000 Class A shares and accompanying warrants.

What are the voting rights of Class A and Class B shares?

Each Class A ordinary share has one vote; each Class B ordinary share has one hundred (100) votes, producing the reported voting power disparity.

Do the Reporting Persons plan to change AIFU's management or strategy?

The Reporting Persons state the shares were acquired for investment purposes and they have no present plans for the specific actions listed in Item 4, while reserving the right to review and take future actions.

Did Infinew or Katherine Wang transact in AIFU shares in the last 60 days?

No. The filing states no transactions in the Issuer's ordinary shares by the Reporting Persons in the 60 days preceding the filing.

What instruments were issued alongside the July 23, 2025 share sale?

Investors received warrants to purchase up to 20,000,000 Class A shares, exercisable in two tranches at 200% and 250% of the per-share purchase price.