[SCHEDULE 13D] Fanhua Inc. American Depositary Shares SEC Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
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
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| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
24.57 % | ||||||||
| 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 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
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| 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: |
| ||||||||
| 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)
24.57 % | ||||||||
| 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 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 Zhuj, Zhujiang Road, Zhujiang New Town, Tianhe, Gua,
CHINA
, 510623. |
| Item 2. | Identity and Background |
| (a) | This statement on Schedule 13D is being filed by Good Silver Limited and Jamie Zhou (the "Reporting Persons"). |
| (b) | The address of Good Silver Limited is Flat 1604, 16/F, OfficePlus@Sheung Wan, No. 93-103 Wing Lok Street, Sheung Wan, Hong Kong, China. The address of Jamie Zhou is Room 2001, 2/F,
#03-13, The Tresor, 26 Duchess Road, Singapore. |
| (c) | Jamie Zhou serves as a Director of Good Silver Limited 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 Person 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) | Good Silver Limited is an exempt company with limited liability incorporated under the laws of British Virgin Island. Jamie Zhou is a citizen of the Republic of Guinea-Bissau. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.
On July 7, 2025, the Issuer entered into a definitive share purchase agreement with Good Silver Limited ("Good Silver") and several other investors, pursuant to which Good Silver agreed to subscribe for, and the Company agreed to issue and sell to Good Silver, (i) 3,900,000 Class A ordinary shares, par value US$0.4 per share, of the Issuer, at a purchase price of $3.156 per share (the "Per Share Purchase Price"), for a total price of $12,308,400 (the "Transaction"), and (ii) a warrant to purchase up to 7,800,000 additional Class A ordinary shares of the Issuer. 50% of the warrant will be exercisable at 200% of the Per Share Purchase Price, with the remaining 50% exercisable at 250% of the Per Share Purchase Price. The Transaction was completed on July 23, 2025.
Upon closing of the Transaction, Good Silver holds approximately 24.57% of the Issuer's total outstanding shares, representing 1.48% of its total voting power.
The transaction was funded by Jamie Zhou with her personal funds.
Form of the share purchase agreement and form of warrant have been filed by the Issuer with the SEC as Exhibit 99.2 and 99.3 to Form 6-K on July 7, 2025, which is hereby incorporated by reference. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D 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, 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 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 the Reporting Persons is 3,900,000 Class A ordinary shares of the Issuer. The Reporting Persons' aggregate percentage of beneficial ownership is 24.57%, representing 1.48% 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) | Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of the Issuer reported in this Schedule 13D. |
| (c) | 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. |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, 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 |
The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D is incorporated by reference. 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) 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 July 30, 2025 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of Silver Good 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.
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