AIFU : EGM NoticeForm of Proxy 2026

Published: 2026-04-13 18:16:06 ET AIFU

Published on 04/13/2026 at 06:16 pm EDT

(Incorporated in the Cayman Islands with limited liability) (Nasdaq Ticker: AIFU)

to be held on April 29, 2026 at 9:30 am Beijing time (or April 28, 2026 at 9:30 pm Eastern Time)

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM" or "Meeting") of holders of Class A ordinary shares of a par value of US$0.4 each and Class B ordinary shares of a par value of US$0.4 each (collectively, the "Ordinary Shares") of AIFU Inc. (the "Company") will be held at Room 1, Building 10,

Jinzhong Guobin Hui Qinyuan 2nd Road, Lihu Community, Xili Street, Shenzhen, 518055, People's Republic of China on April 29, 2026 at 9:30 a.m., Beijing time (or April 28, 2026 at 9:30 pm Eastern Time). Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the EGM.

The EGM and any or all adjournments thereof will be held to consider and, if thought fit, pass the following resolutions:

CAPITAL REDUCTION

AS A SPECIAL RESOLUTION THAT the par value of the issued and unissued class A ordinary shares and class B ordinary shares in the share capital of the Company be reduced from US$0.4 per share to US$0.0001 per share (the "Capital Reduction"), such that, following the Capital Reduction, the authorized share capital of the Company will be US$1,000,000 divided into 10,000,000,000 ordinary shares, comprising of (i) 8,000,000,000 class A ordinary shares of a nominal or par value of US$0.0001 each and (ii) 2,000,000,000 class B ordinary shares of a nominal or par value of US$0.0001 each.

SHARE CAPITAL CHANGES

AS AN ORDINARY RESOLUTION THAT, subsequently following the Capital Reduction:

every twenty (20) issued and unissued class A ordinary shares of a nominal or par value of US$0.0001 each and every twenty (20) issued and unissued class B ordinary shares of a nominal or par value of US$0.0001 each be consolidated into one class A ordinary share of a nominal or par value of US$0.002 and one class B ordinary share of a nominal or par value of US$0.002, respectively, such that following such share consolidation, the authorized share capital of the Company will be US$1,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.002 each, comprising of 400,000,000 class A ordinary shares of a nominal or par value of US$0.002 each and 100,000,000 class B ordinary shares of a nominal or par value of US$0.002 each (the "First Share Consolidation");

immediately following the First Share Consolidation, the authorized share capital of the Company be increased FROM US$1,000,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.002 each, comprising 400,000,000 class A ordinary shares of a nominal or par value of US$0.002 each and 100,000,000 class B ordinary shares of a nominal or par value of US$0.002 each, TO US$20,000,000 divided into 10,000,000,000 ordinary shares, comprising of (i) 8,000,000,000 class A ordinary shares of a nominal or par value of US$0.002 each and (ii) 2,000,000,000 class B ordinary shares of a nominal or par value of US$0.002 each, by the creation of (a) 7,600,000,000 class A ordinary shares of a nominal or par value of US$0.002 each, and (b) 1,900,000,000 class B ordinary shares of a nominal or par value of US$0.002 each (the "First Share Capital Increase", together with the First Share Consolidation, the "First Share Capital Change");

subsequently following the First Share Capital Change, on the date as any Director deems advisable and may determine in his or her absolute discretion, every twenty (20) issued and unissued class A ordinary shares of a nominal or par value of US$0.002 each and every twenty (20) issued and unissued class B

ordinary shares of a nominal or par value of US$0.002 each be consolidated into one class A ordinary share of a nominal or par value of US$0.04 and one class B ordinary share of a nominal or par value of US$0.04, respectively, such that following such share consolidation, the authorized share capital of the Company will be US$20,000,000 divided into 500,000,000 ordinary shares, comprising of 400,000,000 class A ordinary shares of a nominal or par value of US$0.04 each and 100,000,000 class B ordinary shares of a nominal or par value of US$0.04 each (the "Second Share Consolidation");

immediately following the Second Share Consolidation, the authorized share capital of the Company be increased FROM US$20,000,000 divided into 500,000,000 ordinary shares, comprising of 400,000,000 class A ordinary shares of a nominal or par value of US$0.04 each and 100,000,000 class B ordinary shares of a nominal or par value of US$0.04 each TO US$400,000,000 divided into 10,000,000,000 ordinary shares, comprising of (i) 8,000,000,000 class A ordinary shares of a nominal or par value of US$0.04 each and (ii) 2,000,000,000 class B ordinary shares of a nominal or par value of US$0.04 each, by the creation of (a) 7,600,000,000 class A ordinary shares of a nominal or par value of US$0.04 each, and (b) 1,900,000,000 class B ordinary shares of a nominal or par value of US$0.04 each (the "Second Share Capital Increase", together with the Second Share Consolidation, the "Second Share Capital Change");

subsequently following the Second Share Capital Change, on the date as any Director deems advisable and may determine in his or her absolute discretion, every twenty (20) issued and unissued class A ordinary shares of a nominal or par value of US$0.04 each and every twenty (20) issued and unissued class B ordinary shares of a nominal or par value of US$0.04 each be consolidated into one class A ordinary share of a nominal or par value of US$0.8 each and one class B ordinary share of a nominal or par value of US$0.8 each, respectively, such that following such share consolidation, the authorized share capital of the Company will be US$400,000,000 divided into 500,000,000 ordinary shares, comprising of

(i) 400,000,000 class A ordinary shares of a nominal or par value of US$0.8 each and (ii) 100,000,000 class B ordinary shares of a nominal or par value of US$0.8 each (the "Third Share Consolidation", together with the First Share Consolidation and the Second Share Consolidation, the "Share Consolidations");

immediately following the Third Share Consolidation, the authorized share capital of the Company be increased FROM US$400,000,000 divided into 500,000,000 ordinary shares, comprising of 400,000,000 class A ordinary shares of a nominal or par value of US$0.8 each and 100,000,000 class B ordinary shares of a nominal or par value of US$0.8 each TO US$8,000,000,000 divided into 10,000,000,000 ordinary shares, comprising of (i) 8,000,000,000 class A ordinary shares of a nominal or par value of US$0.8 each and (ii) 2,000,000,000 class B ordinary shares of a nominal or par value of US$0.8 each, by the creation of (a) 7,600,000,000 class A ordinary shares of a nominal or par value of US$0.8 each, and (b) 1,900,000,000 class B ordinary shares of a nominal or par value of US$0.8 each; and

no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations shall be rounded up to the next whole number.

AS A SPECIAL RESOLUTION THAT, the memorandum and articles of association of the Company currently in effect (the "Existing M&A") be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed hereto as Exhibit A (the "Amended and Restated M&A") to (a) reflect the Capital Reduction and the First Share Capital Change and (b) amend Article 79 in the Existing M&A FROM "subject to Article 78, a Director may be removed from office by Special Resolution at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement)." TO "subject to Article 78, a Director may be removed from office by Special Resolution or by the affirmative vote of a simple majority of the other Directors present and voting at a Board meeting at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement)." (the "Amendment of Article 79").

GENERAL AUTHORISATION

AS AN ORDINARY RESOLUTION THAT, each of the directors of the Company be and is hereby authorized to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit.

In addition, the EGM will transact any other business properly brought before it.

The foregoing items are further described in the proxy statement accompanying this notice. The board of directors of the Company (the "Board of Directors") recommends that the shareholders vote "FOR" for these proposals.

The Board of Directors of the Company has fixed the close of business on April 2, 2026 (Eastern Time) as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to vote at the EGM or any adjourned or postponed meeting thereof.

Management is soliciting proxies. Holders of the Company's class A ordinary shares and class B ordinary shares at the close of business on the Record Date are cordially invited to attend the Meeting and any adjourned or postponed meeting thereof in person. Whether or not you propose to attend the EGM in person, you are urged to complete, sign, date and return the accompanying form of proxy as promptly as possible in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this notice. We must receive the form of proxy no later than 48 hours before the time of the Meeting to ensure your representation at such meeting. Proxy materials are available on the Company's website at: https://ir.aifugroup.com.

By Order of the Board of Directors,

/s/ Mingxiu Luan

Vice-Chairperson

Shenzhen, April 13, 2026

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the "Board") of AIFU Inc. (the "Company") for use at the extraordinary general meeting of shareholders (the "Meeting") to be held on April 29, 2026 at 9:30 a.m. Beijing time (or April 28, 2026 at 9:30 p.m. Eastern Time), as described in the accompanying Notice of Extraordinary General Meeting (the "Notice").

Only shareholders of record at the close of business on April 2, 2026 (Eastern Time) (the "Record Date") are entitled to vote at the Meeting. As of the Record Date, 117,289,110 Class A ordinary shares of a par value of US$0.4 each (the "Class A Ordinary Shares") and 6,225,000 Class B ordinary shares of a par value of US$0.4 each (the "Class B Ordinary Shares", together with the Class A Ordinary Shares, the "Ordinary Shares") were issued and outstanding. The quorum of the Meeting consists of one or more shareholder(s) present in person or by proxy or by duly authorized corporate representative where such shareholder is a corporation, holding or representing not less than an aggregate of one-third of all voting share capital of the Company in issue entitled to vote at the Meeting.

Each holder of the Company's Class A ordinary shares shall, on a poll, be entitled to one vote in respect of each Class A ordinary share held by such holder on the Record Date and each holder of the Company's Class B ordinary shares shall, on a poll, be entitled to 100 (one hundred) votes in respect of each Class B ordinary share held by such holder on the Record Date.

Voting on the proposals and the submission of the form of proxy must comply with the instructions set out in the form of proxy. To be valid, your form of proxy must be received not less than 48 hours before the Meeting or any adjournment thereof, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof.

TO VOTE ONLINE: Go to www.transhare.com, click on Vote Your Proxy and enter your control number.

Proxy Team Transhare Corporation

17755 US Highway 19 N

Suite 140

Clearwater FL 33764

When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the Meeting, or at any adjournment thereof.

Abstentions by holders of Ordinary Shares will be counted for purposes of determining the number of Ordinary Shares present at the Meeting, but will not be counted as votes for or against any proposal.

Any shareholder executing a proxy pursuant to this solicitation has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to its exercise by (i) filing with us a written notice of revocation of your proxy, or (ii) submitting a properly executed Form of Proxy bearing a later date.

The full text of each resolution to be voted upon at the Meeting pursuant to Proposals 1 to 4 below is set forth in the Notice and Form of Proxy accompanying this Proxy Statement.

The Board of Directors believes that it is in the best interest of the Company and its shareholders and is hereby soliciting shareholder approval, for the par value of the issued and unissued class A ordinary shares and class B ordinary shares in the share capital of the Company be reduced from US$0.4 per share to US$0.0001 per share, such that, following the Capital Reduction, the authorized share capital of the Company will be US$1,000,000 divided into 10,000,000,000 ordinary shares, comprising of (i) 8,000,000,000 class A ordinary shares of a nominal or par value of US$0.0001 each and (ii) 2,000,000,000 class B ordinary shares of a nominal or par value of US$0.0001 each.

It is noted that the Capital Reduction is being undertaken in accordance with Sections 14A and 14B of the Companies Act (As Revised) of the Cayman Islands, which must be supported by a solvency statement made by the Directors of the Company no more than thirty days before the date on which the special resolution for the Capital Reduction is passed (the "Solvency Statement"). The Directors, having made a full inquiry into the affairs of the Company, believe that the Company will be able to pay its debts in full as they fall due in the ordinary course of business, and have executed a Solvency Statement. This proposal must be passed by a special resolution which requires the affirmative ("FOR") votes of a majority of not less than two-thirds of the total votes duly cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The board of directors of the Company (the "Board of Directors") recommends that the shareholders vote "FOR" for this proposal.

General

The Board of Directors believes that it is in the best interest of the Company and its shareholders and is hereby soliciting shareholder approval for a series of share capital changes following the Capital Reduction (the "Share Capital Changes"). The full text of the resolution is provided in the accompanying Notice to the Meeting.

The purpose of the Share Capital Changes is to ensure the Company's compliance with Nasdaq Listing Rule 5550(a)(2), which relates to the minimum bid price per share of the Company's Class A ordinary shares.

Effect of the Share Consolidations

The following disclosure addresses the Share Consolidation components of the proposed Share Capital Changes. The authorized share capital increases do not affect trading, CUSIP numbers, or outstanding share certificates.

When implemented, the Share Consolidations will affect all shareholders uniformly and have no effect on the proportionate holdings of any individual Shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Registration and Trading of our Class A Ordinary Shares

A Share Consolidation will not affect the registration of the Class A ordinary shares or the Company's obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission. When a Share Consolidation is implemented, the Class A ordinary shares will begin trading on a post-consolidation basis on the effective date. In connection with any Share Consolidation, the CUSIP number of the Class A ordinary shares (which is an identifier used by participants in the securities industry to identify our Class A ordinary shares) will change.

Fractional Shares

No fractional shares will be issued in connection with a Share Consolidation and, in the event that a Shareholder would otherwise be entitled to receive a fractional share upon a Share Consolidation, the total number of shares (after aggregating all fractional shares that would otherwise be received by a Shareholder) will instead be rounded up to the next whole number of shares.

Street Name Holders of Class A Ordinary Shares

The Company intends that any Share Consolidation will treat shareholders holding Class A ordinary shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A ordinary shares in street name should contact their nominees.

Share Certificates

Mandatory surrender of certificates is not required by our shareholders. The Company's transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the effective date. New certificates will not be mailed to shareholders.

This proposal must be passed by an ordinary resolution which requires the affirmative ("FOR") vote of a simple majority of more than half of the total votes duly cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The board of directors of the Company (the "Board of Directors") recommends that the shareholders vote "FOR" for this proposal.

The Board of Directors believes that it is in the best interest of the Company and its shareholders and is hereby soliciting shareholder approval for amending and restating the memorandum and articles of association of the Company currently in effect by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form annexed as Exhibit A to the notice of the EGM to reflect the Capital Reduction, the First Share Capital Changes and the Amendment of Article 79.

This proposal must be passed by a special resolution which requires the affirmative ("FOR") vote of a majority of not less than two-thirds of the total votes duly cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The board of directors of the Company (the "Board of Directors") recommends that the shareholders vote "FOR" for this proposal.

The Board of Directors believes that it is in the best interest of the Company and its shareholders and is hereby soliciting shareholder approval for authorizing each of the directors of the Company to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit.

This proposal must be passed by an ordinary resolution which requires the affirmative ("FOR") vote of a simple majority of more than half of the total votes duly cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The board of directors of the Company (the "Board of Directors") recommends that the shareholders vote "FOR" for this proposal.

The Board of Directors is not aware of any other matters to be submitted to the EGM. If any other matters properly come before the EGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

By Order of the Board of Directors,

/s/ Mingxiu Luan

Vice-Chairperson

Shenzhen, April 13, 2026

The name of the Company is AIFU Inc.

The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act (As Revised) or as the same may be revised from time to time, or any other law of the Cayman Islands.

The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.

The authorized share capital of the Company is US$20,000,000 divided into 10,000,000,000 Ordinary Shares, comprising of (i) 8,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.002 each, and (ii) 2,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.002 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company.

In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

the Amended and Restated Articles of Association, as from time to time altered or added to in accordance with the Statutes and these Articles;

the board of directors of the Company;

a day (excluding Saturdays or Sundays), on which banks in Hong Kong, Beijing and New York are open for general banking business throughout their normal business hours;

ordinary shares of par value of US$0.002 each in the capital of the Company designated as Class A Ordinary Shares, and having the rights provided for in these Articles;

ordinary shares of par value of US$0.002 each in the capital of the Company designated as Class B Ordinary Shares, and having the rights provided for in these Articles;

Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Act is referred to, the reference is to that provision as amended by any law for the time being in force;

AIFU Inc., a Cayman Islands exempted company limited by shares;

the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission or which has otherwise been notified to Members;

the Global Market of The Nasdaq Stock Market, The New York Stock Exchange or any other internationally recognized stock exchange where the Company's securities are traded;

the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

the meaning given to it in the Electronic Transactions Act (As Revised) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by a majority of no less than two-thirds of the votes of the Board;

includes writing, printing, lithograph, photograph, type- writing and every other mode of representing words or figures in a legible and non- transitory

form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

a person whose name is entered in the Register of Members as the holder of a share or shares;

a person who serves as the president, any vice president in charge of a principal business unit, division or function, any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company (and the determination of the Board as to whether any person falls within this definition and is Senior Management shall be conclusive);

the Amended and Restated Memorandum of Association of the Company, as amended and re-stated from time to time;

calendar month;

a resolution:

passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or

approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

ordinary shares of par value of US$0.002 each in the capital of the Company, including the Class A Ordinary Shares and the Class B Ordinary Shares;

paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

the register to be kept by the Company in accordance with the Companies Act;

the registered office for the time being of the Company;

the common seal of the Company including any facsimile thereof;

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

shares of any or all Classes in the capital of the Company, including Class A Ordinary Shares and Class B Ordinary Shares;

includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

a resolution passed in accordance with Section 60 of the Companies Act and includes a unanimous written resolution expressly passed as a special resolution;

the Companies Act and every other laws and regulations of the Cayman Islands for the time being in force concerning companies and affecting the Company;

calendar year.

In these Articles, save where the context requires otherwise:

words importing the singular number shall include the plural number and vice versa;

words importing the masculine gender only shall include the feminine gender;

words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

a reference to a dollar or dollars (or $) is a reference to dollars of the United States;

references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

Sections 8 and 19(3) of the Electronic Transactions Act (As Revised) shall not apply.

Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that only part of the shares may have been allotted or issued.

The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The authorized share capital of the Company at the date of adoption of these Articles is US$20,000,000,000 divided into 10,000,000,000 Ordinary Shares, comprising of (i) 8,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0021 each, and (ii) 2,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.002 each, with power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Act and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the powers hereinbefore contained.

6A (a) Voting Right. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each holder of Class A Ordinary Shares shall, on a poll, be entitled to one vote for each Class A Ordinary Share he or she holds, and each holder of Class B Ordinary Shares shall, on a poll, be entitled to one hundred (100) votes for each Class B Ordinary Share he or she holds, in each case on any and all matters subject to vote at general meetings of the Company.

Class B Ordinary Shares may only be allotted and issued to persons who, as at the date of such issuance, are Directors, Senior Management or holders of existing Shares, or to companies wholly owned by a Director, Senior Management or holder of existing Shares (each an "Owned Company"), at such times and on such terms, considerations and conditions as the Directors, in their absolute discretion, may think fit.

(i) Where Class B Ordinary Shares are held by any person who is employed by the Company, all the Class B Ordinary Shares held by such holder shall be automatically and immediately converted into the same number of Class A Ordinary Shares forthwith upon the termination (howsoever arising) of the holder's employment relationship with the Company.

Where Class B Ordinary Shares are held by a Director, all the Class B Ordinary Shares held by such Director shall be automatically and immediately converted into the same number of Class A Ordinary Shares forthwith upon his or her resignation or removal from the Board.

Where Class B Ordinary Shares are held by an Owned Company which is wholly-owned by a Director, Senior Management or holder of existing Shares, all the Class B Ordinary Shares held by such Owned Company shall be automatically and immediately converted into the same number of Class A Ordinary Shares forthwith upon the relevant Director, Senior Management or holder of existing Shares ceasing to wholly-own such Owned Company. Without prejudice to the foregoing, each such Director, Senior Management or holder of existing Shares (as applicable) shall provide prior written notice to the Company of it ceasing to wholly-own an Owned Company.

Each Class B Ordinary Share confers upon the holder: (a) no right to any share in any dividend or distribution paid by the Company and (b) no right to any share in the distribution of the surplus assets of the Company upon liquidation or otherwise, and no Class B Ordinary Share may be sold, transferred, assigned, pledged, or otherwise disposed of, or used as collateral for loans or any obligations.

Redemption.

The Company may, at its option, redeem all or any of the Class B Ordinary Shares held by any person at any time, at such price, and in such manner as may be determined by the Board of Directors, in accordance with the provisions set forth in this Article 6A(e).

The Board of Directors shall have the sole discretion to determine (A) the specific Class B Ordinary Shares to be redeemed from any holder thereof, (B) the timing of the redemption, (C) the redemption price, which may be at par value, at a premium, or at a discount, (D) the date upon which the redemption price will be paid, and (E) the manner and procedure for the redemption.

The Company shall provide written notice to the Member whose Class B Ordinary Shares are to be redeemed. The notice shall specify (A) the number of Class B Ordinary Shares to be redeemed, (B) the redemption price, (C) the date on which the redemption will occur, (D) the date on which the redemption price will be paid, and (E) any other terms and conditions of the redemption as determined by the Board of Directors.

Upon the redemption date, the Company shall be authorized (without any further action required of or by the relevant Member) to make entries in the Register of Members to record and give effect to the redemption of the relevant Class B Ordinary Shares specified in the notice, which shall be deemed cancelled and shall no longer be outstanding, and the relevant Member shall cease to have any rights with respect to the redeemed Class B Ordinary Shares, except the right to receive the redemption price.

The Company shall pay the redemption price to the relevant Member in accordance with the terms specified in the notice of redemption. Payment may be made in cash, by cheque, or by any other method as determined by the Board of Directors.

No redemption price shall bear interest against the Company. Any redemption price which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such redemption price is due to be paid may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the redemption price shall remain as a debt due to the Member. Any redemption price which remains unclaimed after a period of six years from the date on which such redemption price is due to be paid shall be forfeited and shall revert to the Company.

The redemption of any Class B Ordinary Share from any holder shall not oblige the Company to redeem any other Class B Ordinary Share from any other holder.

The redemption of shares shall be conducted in compliance with the laws of the Cayman Islands and any other applicable regulations.

6B. (a) Each Class B Ordinary Share shall be convertible, at the option of the holder thereof, with the consent of the Directors by a majority of no less than two-thirds of the votes at a Board meeting or by the written resolutions of all the Directors, at any time after the date of issuance of such Share, into one fully paid and non-assessable Class A Ordinary Share. A holder of Class B Ordinary Shares may request conversion of all or any of its Class B Ordinary Shares by delivering a written request to the Company, at the office of the Company or any transfer agent for such Share, specifying the number of Class B Ordinary Shares that it wishes to convert into Class A Ordinary Shares, accompanied by the share certificate(s) (if any) representing the Class B Ordinary Shares to be converted (the "Existing Share Certificate").

In no event shall Class A Ordinary Shares be converted into Class B Ordinary Shares under any circumstances.

Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to Article 6A(c) or this Article 6B shall be effected by means of the re-designation and re-classification of the relevant Class B Ordinary Share as a Class A Ordinary Share, and upon such conversion such shares shall have the same rights and restrictions as, and shall rank pari passu in all respects with, the Class A Ordinary Shares then in issue. Such conversion shall become effective forthwith upon being approved by the Board in accordance with Article 6B(a) above, and entries shall be made in the Register to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Ordinary Shares.

Upon conversion of any Class B Ordinary Shares, and subject to receipt of the Existing Share Certificate in respect of such Class B Ordinary Shares, the Company shall cancel the Existing Share Certificate, and issue new share certificate(s) in respect of the Class A Ordinary Shares resulting from the conversion to the holder thereof, together with a new share certificate for any unconverted Class B Ordinary Shares represented by the Existing Shares Certificate.

Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

Subject to the provisions, if any, in the Memorandum of Association, and subject to Article 6A above, the Directors may, in their absolute discretion and without approval

of the holders of Ordinary Shares, cause the Company to issue such amounts of Ordinary Shares and/or preferred shares (whether in certificated form or non-certificated form), grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the Ordinary Shares, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.

The Company shall maintain a Register of Members and every person whose name is entered as a Member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member's registered address as appearing in the register.

Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

Any two or more certificates representing shares of any one class held by any Member may at the Member's request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

The instrument of transfer of any share shall be in writing and executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to

remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

All instruments of transfer that shall be registered shall be retained by the Company.

Subject to the provisions of the Statutes and these Articles, the Company may:

issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Member or the Company on such terms and in such manner as the Board may, before the issue of the shares, determine;

purchase its own shares (including any redeemable shares) in such manner and on such other terms as determined by the Board in their sole discretion and agreed with the relevant Member, provided however that:

such repurchase transactions shall be in accordance with the relevant code, rules and regulations applicable to the listing of the shares on the Designated Stock Exchange; and

at the time of the repurchase, the Company is able to pay its debts as they fall due in the ordinary course of its business.

make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Statutes, including out of capital.

The purchase of any share shall not oblige the Company to purchase any other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

The holder of the shares being purchased shall be bound to deliver up to the Company at its registered office or such other place as the Board shall specify, the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of a majority of the issued shares of that class or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.

The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

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Aifu Inc. published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 13, 2026 at 22:15 UTC.