[SCHEDULE 13G] Fanhua Inc. American Depositary Shares SEC Filing

Rhea-AI Filing Summary

Vanguard First Limited and its sole owner Ileana Zhao filed a Schedule 13G reporting beneficial ownership of 3,100,000 Class A ordinary shares of AIFU Inc. The position equals 19.53 % of the company’s total ordinary shares outstanding (15.87 million) as of 23 Jul 2025.

AIFU operates a dual-class structure in which Class B shares hold 100 votes each. Consequently, the reporters’ economic stake translates to only 1.18 % of aggregate voting power. Vanguard First Limited, a British Virgin Islands entity, and Ms. Zhao each claim sole voting and dispositive power over the full holding and declare that the shares were acquired for passive investment (Rule 13d-1(c)). No purchase prices, recent transactions, or financing details are provided.

Positive

• Sizeable 19.53 % economic stake suggests external confidence in AIFU Inc.’s prospects and may provide additional market liquidity.

Negative

• Dual-class structure limits voting power to 1.18 %, meaning the new holder cannot materially influence corporate governance despite large ownership.

Insights

Financial Analyst

TL;DR: 19.5 % economic stake disclosed; limited 1.2 % voting power due to dual-class.

The filing reveals a sizeable passive investment by Vanguard First Limited/Ileana Zhao, representing nearly one-fifth of AIFU’s equity float. While the dollar cost is undisclosed, a block of this size can tighten float, potentially increasing share volatility or supporting price if the investor is long-term. However, because Class B super-votes dominate governance, the stake confers minimal influence. No intent to influence control is stated, reducing immediate strategic implications. Overall market impact hinges on how investors interpret a large external holder expressing confidence without governance sway.

Corporate Governance Expert

TL;DR: Large economic stake but negligible governance power underscores entrenchment risk.

The 13G highlights the tension typical of dual-class structures: 19.53 % ownership commands only 1.18 % of votes, confirming that control remains firmly with Class B holders. For minority investors, the entrance of a substantial but non-influential holder adds little check on insiders. The passive certification further limits capacity to push for reforms. From a governance lens the development is largely neutral, though it may renew scrutiny of the company’s capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AIFU INC.

(Name of Issuer)

Class A ordinary share, par value $0.4 per share

(Title of Class of Securities)

G3314G110

(CUSIP Number)

07/23/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3314G110

1

Names of Reporting Persons

Vanguard First Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,100,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.53 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to Row 5, 7, 9: Represents 3,100,000 Class A ordinary shares, par value $0.4 per share, of AIFU Inc. (the "Issuer") held by Vanguard First Limited. Vanguard First Limited is 100% owned by Ileana Zhao. Note to Row 11: 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 13G

CUSIP No. G3314G110

1

Names of Reporting Persons

Ileana Zhao

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GUINEA-BISSAU

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,100,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.53 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Note to Row 5, 7, 9: Represents 3,100,000 Class A ordinary shares, par value $0.4 per share, of the Issuer held by Vanguard First Limited. Vanguard First Limited is 100% owned by Ileana Zhao. Note to Row 11: 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 13G

Item 1.
(a)	Name of issuer: AIFU INC.
(b)	Address of issuer's principal executive offices: 27F, Pearl River Tower, No. 15 West Zhujiang Road, Zhujiang New Town, Tianhe, Gua, F4 510623
Item 2.
(a)	Name of person filing: This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"): i) Vanguard First Limited; and ii) Ileana Zhao.
(b)	Address or principal business office or, if none, residence: The address of Vanguard First Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands and the address of Ileana Zhao is Room 407, Tower 2, Harbour Center, 8 Hok Cheung Street, Hunghom, Kowloon, Hong Kong.
(c)	Citizenship: Vanguard First Limited is a British Virgin Islands company. Ileana Zhao is a citizen of the Republic of Guinea-Bissau.
(d)	Title of class of securities: Class A ordinary share, par value $0.4 per share
(e)	CUSIP No.: G3314G110
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Vanguard First Limited: 3,100,000 Ileana Zhao: 3,100,000. Represents 3,100,000 Class A ordinary shares held by Vanguard which is wholly owned by Ms. Ileana Zhao.
(b)	Percent of class: The percentage of class of securities beneficially owned by each Reporting Person is calculated 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. Vanguard First Limited: 19.53% Ileana Zhao: 19.53%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Vanguard First Limited: 3,100,000 Ileana Zhao: 3,100,000 Percent of Aggregate Voting Power: Vanguard First Limited: 1.18% Ileana Zhao: 1.18% For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's 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.
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: Vanguard First Limited: 3,100,000 Ileana Zhao: 3,100,000
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Vanguard First Limited

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao/Director
Date:	08/01/2025

Ileana Zhao

Signature:	/s/ Ileana Zhao
Name/Title:	Ileana Zhao
Date:	08/01/2025

Exhibit Information

Exhibit No. Description 1 Joint Filing Agreement

FAQ

Who filed the Schedule 13G on AIFU Inc.?

Vanguard First Limited and its owner Ileana Zhao submitted the filing.

How many AIFU shares does Vanguard First Limited own?

The entity holds 3,100,000 Class A ordinary shares.

What percentage of AIFU’s equity and votes does the stake represent?

It equals 19.53 % of ordinary shares but only 1.18 % of aggregate voting power due to super-voting Class B shares.

Is the investment passive or activist?

The filers certified the stake is passive under Rule 13d-1(c), with no intent to influence control of the issuer.

What is the CUSIP for AIFU Inc.’s Class A shares?

The CUSIP disclosed is G3314G110.

What is Vanguard First Limited’s jurisdiction?

It is incorporated in the British Virgin Islands.

When was the ownership position measured?

Ownership percentages are based on share counts as of 23 July 2025.