|
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) |
Infinew Limited c/o Katherine Wang Room 5031, 5/F Yau Lee Center No. 45 Hoi Yuen Road Kowloon, K3, 999077 85261944231 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) |
12/22/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | G3314G110 |
| 1 |
Name of reporting person
Infinew 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: |
| ||||||||
| 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)
5.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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: |
| ||||||||
| 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)
5.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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:
1-10, Jinzhong Guobin, Xili Street, Shenzhen,
CHINA
, 518055. |
| 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:
Not applicable. The transaction described in Item 5 involved an issuance of shares by the Issuer to a third party. The Reporting Persons were not a party to this transaction and did not provide any funds or other consideration. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented in its entirety as follows:
This Amendment No. 2 is filed to report that the Reporting Persons' aggregate percentage beneficial ownership and voting power in the Issuer was diluted as a result of the Issuer's issuance of shares as described in Item 5 below. The Reporting Persons hold 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.
On December 22, 2025, the Issuer completed the issuance of 5,000,000 Class B ordinary shares to Expansion Group Ltd (the "Share Issuance"). The Reporting Persons did not acquire or dispose of any shares in this transaction and continue to beneficially own 1,225,250 ordinary shares, including 250 Class A ordinary shares and 1,225,000 Class B ordinary shares. However, as a direct result of the increase in the total number of the Issuer's outstanding shares from the Share Issuance, the Reporting Persons' aggregate beneficial ownership was diluted from approximately 7.72% to approximately 5.85%, and their aggregate voting power was diluted from approximately 46.51% to approximately 16.05%.
The percentage of beneficial ownership of the Reporting Person is based on 20,935,271 ordinary shares, including 13,435,271 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of December 22, 2025. 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. |
| (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. 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 December 23, 2025 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of Infinew 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.
|
|
|
|
|