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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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AIFU INC. (Name of Issuer) |
Class A ordinary share, par value $0.002 per share (Title of Class of Securities) |
(CUSIP Number) |
YS Management Company Limited c/o Yif Liu, 28 Lower Kent Ridge Road Singapore, U0, 11837 852 84353173 Yif Liu 28 Lower Kent Ridge Road, Singapore, U0, 11837 852 84353173 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2026 (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. |
| 1 |
Name of reporting person
YS Management Company Limited | ||||||||
| 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)
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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
4,826,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 7, 9, 11: Represents 4,826,333 Class A ordinary shares directly held by YS Management Company Limited, which is 100% owned by Yif Liu.
Note to Row 13: The percentage calculation is based on 16,175,748 ordinary shares, including 5,925,748 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of September 24, 2026 according to the records of the Issuer
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yif Liu | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,826,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7, 9, 11: Represents 4,826,333 Class A ordinary shares directly held by YS Management Company Limited, which is 100% owned by Yif Liu.
Note to Row 13: The percentage calculation is based on 16,175,748 ordinary shares, including 5,925,748 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of September 24, 2026 according to the records of the Issuer
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary share, par value $0.002 per share | |
| (b) | Name of Issuer:
AIFU INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
01-10, Jinzhong Guobin Hui, Xili St., Shenzhen,
CHINA
, 518055. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (the "Amendment") amends and supplements the prior statement on Schedule 13D as filed on January 16, 202 (the "Original 13D") (the Original 13D as amended and supplemented, the "Previous Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.002 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.
Except as set forth below, all items of the Previous Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Previous Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being jointly filed by YS Management Company Limited and Yif Liu (the "Reporting Persons"). | |
| (b) | The registered address of YS Management Company Limited is Room 1604, 16/F, OfficePlus@Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong.
The address of Yif Liu is 28 Lower Kent Ridge Road, Singapore 11837 | |
| (c) | Yif Liu serves as a Director of YS Management Company Limited, which is a limited liability company without any substantive operations. | |
| (d) | During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither of the Reporting Person 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) | YS Management Company Limited is a limited company incorporated under the laws of Hong Kong. Yif Liu is a citizen of the Republic of Guinea-Bissau. | |
| 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 of the Previous Schedule 13D 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 party. 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 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) | The responses of each of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Amendment are hereby incorporated by reference in this Item 5.
Item 5(a) of the Previous Schedule 13D is hereby amended and restated as follow:
Pursuant to the current report of the Issuer on Form 6-K filed on September 24, 2026, on September 24, 2026, the Issuer completed the issuance of 10,000,000 Class B ordinary shares to a third party ("Share Issuance"). The Reporting Persons did not acquire or dispose of any shares subsequent to the filing of the Original 13D on September 28, 2026. The change in the number of shares owned by the Reporting Persons and the decrease in the Reporting Persons' aggregate beneficial ownership and their aggregate voting power was solely due to (i) the Issuer's 1-for-20 reverse share split effected on June 16, 2026 and (ii) the increase in the total number of the Issuer's outstanding shares from the Share Issuance.
YSM beneficially owns 4,826,333 Class A ordinary shares of the Issuer, representing approximately 29.84% of the Issuer's total issued and outstanding ordinary shares and approximately 0.47% of the total voting power.
YSM is 100% owned by Yif Liu. Consequently, Yif Liu may be deemed to beneficially own the Ordinary Shares held by YSM.
The percentage calculation is based on 16,175,748 ordinary shares, including 5,925,748 Class A ordinary shares and 10,250,000 Class B ordinary shares, of the Issuer outstanding as of September 24, 2026 according to the records of the Issuer
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. | |
| (c) | During the 60 days preceding the filing of this Amendment, none of the Reporting Persons has effected any other transactions in the Ordinary Shares except as reported herein. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement dated September 28, 2026 by and between the Reporting Persons
Exhibit 2: List of directors and executive officers of YS Management Company 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 $0.002 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 September 28, 2026.
| YS Management Company Limited | |||
| By: | /s/ Yif Liu | ||
| Name: | Yif Liu | ||
| Title: | Director | ||
| Yif Liu | |
| /s/ Yif Liu |
Exhibit 2
DIRECTORS AND EXECUTIVE OFFICERS OF YS MANAGEMENT COMPANY LIMITED
The name, business address, present principal employment and citizenship of the sole director of YS Management Company Limited are set forth below.
| Name | Business Address | Present Principal Employment |
Citizenship | |||
| Yif | 28 Lower Kent Ridge Road, Singapore 11837 | Director of YS Management Company Limited | The Republic of Guinea-Bissau |
YS Management Company Limited is 100% owned by Yif Liu. Yif Liu is the sole director of YS Management Company Limited. (See above for the information on Yif Liu.)