[SCHEDULE 13G] Fanhua Inc. American Depositary Shares SEC Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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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) |
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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit No. Description 1 Joint Filing Agreement |