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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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) |
01/09/2026 (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)
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| 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)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
3.16 % | ||||||||
| 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 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026.
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
3.16 % | ||||||||
| 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 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026.
SCHEDULE 13D
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| 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 Hui, Xili St., Shenzhen,
CHINA
, 518055. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the prior statement on Schedule 13D as filed on August 1, 2025 (the "Original 13D"), Amendment No. 1 to Schedule 13D as filed on December 23, 2025 (the Original 13D as amended and supplemented, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.4 per share (the "Class A Ordinary Shares") of AIFU Inc., a Cayman Islands exempted company (the "Issuer") whose principal executive office is located at Room 001, Build 10, Jinzhong Guobin Hui, 2nd Road, Qinyuan, Lihu Community, Xili Street, Nanshan District, Shenzhen, People's Republic of China. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 5 is hereby incorporated by reference into this Item 3.
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 certain third parties. The Reporting Persons were not parties to this transaction and did not provide any funds or other consideration. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 5 is hereby incorporated by reference into this Item 4.
Item 4 is hereby amended and supplemented to add the following:
This Amendment No. 2 is filed to report that the Reporting Persons' aggregate percentage beneficial ownership and voting power in the Issuer were diluted as a result of the Issuer's issuance of shares as described in Item 5 below. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follow:
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.
Pursuant to the current report of the Issuer on Form 6-K filed on January 9, 2026, on January 9, 2026, the Issuer completed the issuance of 102,578,839 Class A ordinary shares to YS Management Company Limited and Ethereal Group Ltd, in relations to its previously announced acquisition of 100% of the equity interest in Nova Lumina Limited (the "Share Issuance").
As reported in the Original 13D and Schedule 13D (Amendment No. 1), the Reporting Persons beneficially own 3,900,000 Class A ordinary shares of the Issuer. The Reporting Person did not acquire or dispose of any shares subsequent to the filing of the Original 13D on August 1, 2025.
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 18.63%, as reported in Schedule 13D (Amendment No. 1) to approximately 3.16%, and their aggregate voting power was diluted from approximately 0.51% to approximately 0.45%.
The percentage of beneficial ownership of each Reporting Person is based on 123,514,110 ordinary shares, including 116,014,110 Class A ordinary shares and 7,500,000 Class B ordinary shares, of the Issuer outstanding as of January 9, 2026.
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. | |
| (e) | Item 5(e) is hereby amended and restated as follow:
As of January 9, 2026, as the result of the dilution from the Share Issuance, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement dated January 13, 2026 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of Good Silver 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.
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Ordinary Shares, par value $0.4 per share, of AIFU Inc.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 13, 2026.
| Good Silver Limited | |||
| By: | /s/ Jamie Zhou | ||
| Name: | Jamie Zhou | ||
| Title: | Director | ||
| Jamie Zhou | |
| /s/ Jamie Zhou |
Exhibit 2
DIRECTORS AND EXECUTIVE OFFICERS OF GOOD SILVER LIMITED.
The name, business address, present principal employment and citizenship of the sole director of Good Silver Limited are set forth below.
| Name | Business Address | Present Principal Employment |
Citizenship | |||
| Jamie Zhou | Room 2001, 2/F, #03-13, The Tresor, 26 Duchess Road, Singapore |
Director of Good Silver Limited. | The Republic of Guinea-Bissau |
Good Silver Limited is 100% owned by Jamie Zhou. Jamie Zhou is the sole director of Good Silver Limited. (See above for the information on Jamie Zhou.)