UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026

 

Commission File Number: 001-33768

 

AIFU INC.

 

Room 01, Building 10,

Jinzhong Guobin Hui Qinyuan 2nd Road

Lihu Community, Xili Street
Shenzhen, 518055
People’s Republic of China
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

Entry into Agreement for Issuance of Class B Ordinary Shares

 

On September 9, 2026, AIFU Inc. (“AIFU” or the “Company”) entered into a share subscription agreement (the “Agreement”) with Expansion Group Ltd. (“Expansion”), pursuant to which Expansion will subscribe for 10,000,000 Class B ordinary shares of the Company (the “Shares”, each “a Share”), at a price of US$0.002 per Share, which is the par value of the Class B ordinary share, for a total consideration of US$20,000 (the “Issuance”). The gross proceeds to the Company from such transaction will be used for general working capital purposes.

 

The Issuance is expected to be completed by the end of September 2026, subject to satisfaction of customary closing conditions. Expansion currently owns 13 Class A ordinary shares and 250,000 Class B ordinary shares of the Company. Following the Issuance, Expansion will beneficially own 13 Class A ordinary shares and 10,250,000 Class B ordinary shares of the Company, representing 63.37% of the total issued and outstanding ordinary shares of the Company, and 99.43% of the aggregate voting power of the Company.

 

The foregoing description of the Share Subscription Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Share Subscription Agreement which is filed as Exhibits 10.1 hereto, and is incorporated herein by reference.

 

 

EXHIBIT INDEX

 

Exhibit Number		Desciption
10.1		Form of Share Subscription Agreement made between AIFU Inc. and Expansion Group Ltd dated on September 9, 2026

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AIFU Inc.
	By:	/s/ Mingxiu Luan
	Name:	Mingxiu Luan
	Title:	Chief Executive Officer

 

Date: September 9, 2026

 

 

Exhibit 10.1

 

SHARE SUBSCRIPTION AGREEMENT

 

This Agreement is made on September 9, 2026 between the following parties:

 

(1)

Expansion Group Ltd, a company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Subscriber”); and

 

(2)

AIFU Inc., an exempt company with limited liability incorporated under the laws of Cayman Islands (Nasdaq: AIFU) (the “Company”).

 

The Subscriber and the Company are collectively referred to as the “Parties” and each a “Party.”

 

1.

SHARE SUBSCRIPTION

 

1.1 Subject to the terms and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of the title and interest in and to 10,000,000 Class B ordinary shares of par value of US$0.002 each in the share capital of the Company (the “Subscription Shares”), together with all rights, privilege and restrictions now and hereafter attaching thereto, with the consideration as set forth in Clause 3.

 

1.2 At the Closing, (i) the Subscriber shall deliver the Purchase Price as defined in Section 3.1 to the Company by wire transfer in immediately available funds, and (ii) the Company shall deliver or cause to be delivered to the Subscriber one or more certificates in definitive form for the Subscription Shares, in such denomination or denominations and registered in such name or names (each, a “Designated Party”) as the Subscriber requests upon notice to the Company at least two Business Days prior to the Closing Date.

 

2.

CONDITION PRECEDENT

 

2.1 Payment of the consideration for the Subscription Shares by the Subscriber shall be conditional upon the completion of the issuance and allotment of the Subscription Shares to the Subscriber in accordance with Clause 1 (“Condition Precedent”).

 

3.

CONSIDERATION

 

3.1 The Parties agree that the total consideration of the Subscription Shares shall be US$0.002 per Subscription Share and US$20,000 (“Purchase Price”) in total payable by the Subscriber to a bank account designated by the Company. Any bank charges and currency conversion charges for transferring the fund shall be borne and paid by the Subscriber. The consideration for the Subscription Shares shall be paid within fifteen (15) business days upon the satisfaction of the Condition Precedent.

 

3.2 Any taxation and governmental charges in connection with the issuance and allotments of the Subscription Shares and arising from the execution or performance of this Agreement shall be borne by the Subscriber.

 

 

4.

THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

 

As of the date of this Agreement, the Subscriber makes the following representations, warranties and covenants to the Company:

 

4.1 It is incorporated and validly existing under the applicable law and has the right to execute this Agreement.

 

4.2 It warrants that it will actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares pursuant to the applicable laws and regulations so as to ensure that the Subscriber legally own the Subscription Shares.

 

4.3 The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.

 

5.

THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

 

As of the date of this Agreement, the Company makes the following representations, warranties and covenants to the Subscriber:

 

5.1 It is incorporated and validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently conducted and to execute this Agreement.

 

5.2 It has the legal right and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which, when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.

 

5.3 The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.

 

5.4 The execution of, and the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:

 

5.4.1 result in a breach of any provision of its articles of association or any other constitutional document; and

 

5.4.2 result in a breach of any agreement, license or other instrument, or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.

 

6.

ENTIRE AGREEMENT

 

This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation, warranty or undertaking which is not included in this Agreement.

 

7.

SEVERABILITY

 

If any provision of this Agreement shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable in accordance with their terms.

 

8.

ASSIGNMENT

 

No Party shall be entitled to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the applicable law.

 

 

9.

COSTS AND CHARGES

 

Unless otherwise provided in this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to the execution and implementation of this Agreement (including without limitation legal fees).

 

10.

NOTICES

 

All notices shall be delivered either by hand, registered airmail or email to the following addresses (as the case may be):

 

Subscriber: Expansion Group Ltd

Address: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

Email:

Attention：Ileana Zhao

Company: AIFU Inc.

 

Address: Room 01, Building 10, Jinzhong Guobinhui, Qinyuan 2nd Road, Lihu Community, Xili Street, Nanshan District, Shenzhen, Guangdong, People’s Republic of China

 

Email:

Attention：Mingxiu Luan

 

Notices shall be deemed to have been delivered at the following times:

 

i.

if by hand, on reaching the designated address subject to proof of delivery;

 

ii.

if by courier, the fifth business day after the date of dispatch; and

 

iii.

if by email, based on the date of the email shown in the incoming mailbox.

 

11.

LIABILITY FOR BREACH OF AGREEMENT

 

11.1 If either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement, such Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.

 

11.2 The liability for breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of this Agreement and/or the completion of the equity interest transfer formalities.

 

12.

GOVERNING LAW AND SUBMISSION TO JURISDICTION

 

12.1 This Agreement shall be construed in accordance with and be governed by the laws of Hong Kong.

 

12.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules in accordance with the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration in force at the date of this Agreement. The arbitration shall be conducted in Chinese.

 

12.3 The award of the arbitral tribunal shall be final and binding upon the parties to the arbitration, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

 

13.

COUNTERPARTS

 

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter into this Agreement by executing any such counterpart.

 

(The remainder of this page is intentionally left blank)

 

 

IN WITNESS whereof the Parties have executed this Agreement on the day and year first above written.

 

Subscriber:	Expansion Group Ltd
	By:	/s/ Ileana Zhao
	Name:	Ileana Zhao
	Title:	Director

 

 

IN WITNESS whereof the Parties have executed this Agreement on the day and year first above written.

 

COMPANY:	AIFU Inc.
	By:	/s/ Mingxiu Luan
	Name:	Mingxiu Luan
	Title:	Vice Chairperson & CEO