1、F-1 1 ff12023_zhibaotech.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on September 8,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Zhibao Technology Inc.

2、(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)Cayman Islands 6411 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification numbe

3、r)Floor 3,Building 6,Wuxing Road,Lane 727Pudong New Area,Shanghai 201204Tel:+86(21)-5089-6502(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipalexecutiv_Puglisi&Associates850 Library Avenue,Suite 204Newark,DE19711Tel:(302)738-6680(Name,address,including zip code,and

4、 telephone number,including area code,of agent for service)_Copies of all communications,including communicationssent to agent for service,should be sent to:RichardI.Anslow,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11thFloorNewYork,NY10105Tel:(212)370-1300 Mitchel

5、l S.Nussbaum,Esq.Angela M.Dowd,Esq.Loeb&Loeb LLP345 Park AvenueNewYork,NY10154Tel:(212)407-4000_Approximate date of commencement of proposed sale to the public:As soon aspracticable after this registration statement becomes effective.If any of the securities being registered on this Form are to be o

6、ffered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistrati

7、on statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registrat

8、ion statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check

9、 mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the exten

10、ded transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standar

11、ds Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effecti

12、ve in accordance with Section 8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effectiveon such date as the Commission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may b

13、e changed.Wemay not sell these securities until the registration statement filed with theU.S.Securities and Exchange Commission is effective.This preliminary prospectus isnot an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer

14、 or sale is not permitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,DATEDSEPTEMBER8,2023 Ordinary SharesZhibao Technology Inc.This is the initial public offering of ordinary shares of Zhibao Technology Inc.,a CaymanIslands exempted company.Zhibao Technology Inc.is a holding company with no material

15、operations ofits own,which conducts substantially all of its operations through its operating entitiesestablished in the Peoples Republic of China(“PRC”or“China”),including Zhibao TechnologyCo.,Ltd.,Shanghai Anyi Network Technology Co.,Ltd.,Sunshine Insurance Brokers(Shanghai)Co.,Ltd.and Shanghai Zh

16、ongzhi Chengcheng Healthy Service Co.,Ltd.(collectively“PRC Subsidiaries”or“Zhibao China Group”).Throughout this prospectus,unless the context indicates otherwise,references to“Zhibao”,“our company,”the“Company,”“we,”“us,”“our,”“ourselves”,or similar terms are to Zhibao Technology Inc.When used here

17、in,the references to laws andregulations of“China”or the“PRC”are only to such laws and regulations of mainland China,excluding,for the purpose of this prospectus only,Taiwan,HongKong and Macau.We are offering ordinary shares,par value$0.0001 per share on a firm commitment basis.We expect the initial

18、 public offering price of the shares to be in the range of$to$pershare.Prior to this offering,there has been no public market for our ordinary shares.We haveapplied to have our ordinary shares listed on the Nasdaq Capital Market,or Nasdaq,under the symbol“ZBAO.”We cannot guarantee that we will be su

19、ccessful in listing our ordinary shares on theNasdaq;however,we will not complete this offering unless we are so listed.We may rely on dividends and other distributions on equity paid by our PRC Subsidiaries forour cash and financing requirements and we expect that our distribution of earnings or se

20、ttlement ofamounts owed will be done through our PRC Subsidiaries.If any of our PRC Subsidiaries incurs debton its own behalf in the future,the instruments governing such debt may restrict its ability to paydividends to us.For a description of factors that may affect the ability of our PRC subsidiar

21、ies totransfer cash or assets to us,see”Prospectus SummaryDividend and Other Distributions orAssets Transfer among Zhibao and Its Subsidiaries”on page 10.See“Risk Factors RisksRelated to Doing Business in China We may rely on dividends and other distributions on equitypaid by our PRC Subsidiaries to

22、 fund any cash and financing requirements we may have,and the PRCSubsidiaries restrictions on paying dividends or making other payments to us could restrict ourability to satisfy our liquidity requirements and have a material and adverse effect on our abilityto conduct our business”on page 36.Invest

23、ors are cautioned that we are not a PRC operating company but a CaymanIslands holding company with operations conducted by our PRC Subsidiaries in China,and that you are purchasing shares of Zhibao,a Cayman Islands holding company inthis initial public offering instead of purchasing equity securitie

24、s of our PRCSubsidiaries that have business operations in China and you may never hold any equityinterests in our PRC Subsidiaries in China.We control and receive the economicbenefits of our PRC Subsidiaries business operation,if any,through equityownership.We do not have,nor had we ever,have a vari

25、able interest entity(“VIE”)structure.Our corporate structure,i.e.,a Cayman Islands holding company withoperations conducted by our PRC Subsidiaries,involves unique risks to investors.ThePRC regulatory authorities could disallow this structure,which would likely resultin a material change in our oper

26、ations and/or a material change in the value of thesecurities we are registering for sale,including a significant decline in the valueof such securities or such securities becoming worthless.There are significant legal and operational risks associated with having operating structureas a Cayman Islan

27、ds holding company with substantially all of operations conducted by our PRCSubsidiaries in China,including changes in the legal,political and economic policies of the PRCgovernment,the relations between China and the United States,or Chinese or United Statesregulations,which risks could result in a

28、 material change in our operations and/or the value of thesecurities we are registering for sale,or could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securitiesto significantly decline or be worthless.Given the

29、 PRC governments authority,oversight may alsoextend to Zhibao Technology Limited(“Zhibao HK”),our HongKong subsidiary,and the legal andoperational risks associated with operating in mainland China could also apply to ZhibaoHK.HongKong is a special administrative region of the PRC and the basic polic

30、ies of the PRCregarding HongKong are reflected in the Basic Law,namely,HongKongs constitutional document,which provides HongKong with a high degree of autonomy and executive,legislative and independentjudicial powers,including that of final adjudication under the principle of“one country,twosystems”

31、.We cannot assure you that there will not be any changes in the economic,political andlegal environment in HongKong.We may be subject to uncertainty about any future actions of thePRC government and is possible that most of the legal and operational risks associated withoperating in the PRC may also

32、 apply to the PRC operating entities operations in HongKong if theyconduct business in HongKong in the future.The PRC government may intervene or influence the PRCoperating entities future operations in HongKong at any time and exert more influence over themanner in which the PRC operating entities

33、must conduct their business activities.Such governmentactions,if and when they occur,could result in a material change in their future operations inHongKong.As of the date of this prospectus,our HongKong subsidiary is only a holding companywith no business operations since its incorporation in HongK

34、ong,and we believe the HongKongLaws and ordinances have no impact on our ability to conduct our business through our PRCSubsidiaries,accept foreign investment or listing on an U.S.exchange.For a description of ourcorporate structure as well as related risks,see“Corporate History and Structure”beginn

35、ing onpage 72,“Risk FactorsThe PRC government exerts substantial influence over the manner inwhich we conduct our business activities.The PRC government may also intervene or influence ouroperations and this offering at any time,which could result in a material change in our operationsand our ordina

36、ry shares could decline in value or become worthless”beginning on page 27,and“Risk Factors Within our direct holding structure,substantial uncertainties exist withrespect to the requirement of China Banking and Insurance Regulatory Commission and how it mayimpact the viability of our current corpora

37、te structure,corporate governance and businessoperations”on page 43.We are both an“emerging growth company”and a“foreign private issuer”as defined underthe U.S.federal securities laws and,as such,may elect to comply with certain reduced publiccompany reporting requirements for this and future filing

38、s.See“ProspectusSummaryImplications of Being an Emerging Growth Company”and“ProspectusSummaryImplications of Being a Foreign Private Issuer”.Table of ContentsWe expect our officers and directors will have significant influence over the Companyfollowing the completion of this offering due to their si

39、gnificant shareholding in the Company,inparticular Mr.Botao Ma,our Chairman of the board of directors and our Chief Executive Officer,who currently beneficially owns an aggregate of approximately 55.27%of our outstanding ordinaryshares and is expected to own approximately%of our outstanding ordinary

40、 shares upon thecompletion of this offeringassuming no exercise of the underwriters over-allotmentoption.Wedo not expect Mr.Ma or any other individual,group or company would have more than 50%of thevoting power of our company following the offering thereby cause us to become a“controlledcompany”unde

41、r Nasdaq listing rules.For more information regarding Mr.Mas beneficialownership,see“Principal Shareholders”and“RiskFactorsRisks Related to Offering andOwnership of Ordinary Shares Our Chief Executive Officer and Chairman of the board ofdirectors,Mr.Botao Ma,has a significant influence over our comp

42、any.His interests may not bealigned with the interests of our other shareholders,which may cause a material decline in thevalue of our ordinary shares”on page 60.Investing in our securities involves a highdegree of risk.Before buying any ordinary shares,you should carefully read thediscussion of the

43、 material risks of investing in our ordinary shares under theheading“Risk Factors”beginning on page 21 of this prospectus.On February17,2023,the China Securities Regulatory Commission(the“CSRC”)released theTrial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companie

44、s(the“Trial Measures”)with five interpretive guidelines(together with the New Overseas Listing Rules,collectively,the“New Overseas Listing Rules”),which came into effect on March31,2023.TheNew Overseas Listing Rules apply to overseas securities offerings and/or listings conducted by(i)companies inco

45、rporated in the PRC,or PRC domestic companies,directly and(ii)companiesincorporated overseas with operations primarily in the PRC and valued on the basis of interests inPRC domestic companies,or indirect offerings.The New Overseas Listing Rules requires(1)thefilings of the overseas offering and list

46、ing plan by the PRC domestic companies with the CSRC undercertain conditions,and(2)the filing of their underwriters with the CSRC under certain conditionsand the submission of an annual report of such filed underwriters to the CSRC within the requiredtimeline.Based on the advice of our PRC counsel,A

47、llBright Law Offices,as our PRC Subsidiariesaccounted for more than 50%of our consolidated revenues,profit,total assets or net assets for thefiscal years ended June 30,2021 and 2022 and six months ended December 31,2022,and the keycomponents of our operations are carried out in the PRC,this offering

48、 is considered an indirectoffering and we are subject to the filing requirements for this offering under the Trial Measures,and this offering and our listing on Nasdaq are therefore contingent on the completion of the filingprocedures with the CSRC prior to our listing on Nasdaq.As of September 8,20

49、23,our underwriter,EF Hutton,division of Benchmark Investments,LLC(“EFH”),has made its initial filing with theCSRC within the timeline required under the Trial Measures.Our PRC Subsidiaries,as represented byShanghai Riying Law Firm in connection with the CSRC filing,made the initial CSRC filing with

50、 theCSRC on June 22,2023 and received comments from the CSRC on August 3,2023.On August 11,2023,wesubmitted our responses to the CSRC comments.As of September 8,2023,our CSRC filing is stillunder the CSRCs review,and we have not obtained the final confirmation from the CSRC regardingthe completion o

51、f the filing process.We will complete the filing with the CSRC in compliance withthe Trial Measures prior to our listing on Nasdaq.If a violation of the foregoing and relatedregulations occurs,the CSRC may order rectification,issue warnings,and impose a fine between RMB1million and RMB 10million on

52、our PRC Subsidiaries,which could adversely and materially affectour business operations and financial outlook,and significantly limit or completely hinder ourability to offer or continue to offer our ordinary shares to investors and could cause the value ofour ordinary shares to significantly declin

53、e or such shares to become worthless.As of the date ofthis prospectus,these new laws and guidelines have not impacted the Companys ability to conductits business,accept foreign investments,or continue to list on a U.S.or other foreign exchange;however,(i)we are required to file with the CSRC before

54、the completion of this offering and maybe required to obtain approval from any other PRC governmental authorities,such as the CBIRC;(ii)if we fail to file or were denied permission from the PRC authorities to this offering,follow-up offering or transaction governed by the Trial Measures,our ability

55、to conduct ourbusiness may be materially impacted,we will not be able to continue listing on any U.S.exchange,continue to offer securities to investors,the interest of the investors may be materially adverselyaffected and our ordinary shares may significantly decrease in value or become worthless.To

56、 date,there are uncertainties in the interpretation and enforcement of these new laws and guidelines,which could materially and adversely impact our business and financial outlook and may impact ourability to accept foreign investments,or continue to list on a U.S.or other foreign exchange.See“Risks

57、 Related to Doing Business in China The CSRC has recently released the NewOverseas Listing Rules for China-based companies seeking to conduct overseas offering andlistingin foreign markets.Under the New Overseas Listing Rules,the PRC government exerts moreoversight and control over offerings that ar

58、e conducted overseas and foreign investment inChina-based issuers,which could significantly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could cause the value of our ordinary sharesto significantly decline or such shares to become worthless

59、”beginning on page 38 for adescription of the New Overseas Listing Rules and how they may impact our company and this offering.Furthermore,as more stringent criteria have been imposed by the U.S.Securities and ExchangeCommission(the“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)r

60、ecently,trading in our ordinary shares may be prohibited if the PCAOB determines that it cannot completelyinspect or investigate our auditor,and as a result Nasdaq may determine to delist our ordinaryshares.Pursuant to the Holding Foreign Companies Accountable Act(the“HFCA Act”),if the PCAOBis unabl

61、e to inspect an issuers auditors for three consecutiveyears,the issuers securitiesare prohibited to trade on a U.S.stock exchange.On December16,2021,the PCAOB issued itsdetermination that the PCAOB is unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered i

62、n mainland China and in HongKong,because of positions taken byPRC authorities in those jurisdictions,and the PCAOB included in the report of its determination alist of the accounting firms that are headquartered in mainland China or HongKong.On August26,2022,the“CSRC,the Ministry of Finance of the P

63、RC(the“MOF”),and the PCAOB signed a Statementof Protocol(the“Protocol”)to allow the PCAOB to inspect and investigate completely registeredpublic accounting firms headquartered in mainland China and HongKong,consistent with the HFCAAct,and the PCAOB will be required to reassess its determinations by

64、the end of 2022.Pursuant tothe fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independentdiscretion to select any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December15,2022,the PCAOB Board deter

65、mined thatthe PCAOB was able to secure complete access to inspect and investigate registered public accountingfirms headquartered in mainland China and HongKong and voted to vacate its previous determinationsto the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate theP

66、CAOBs access in the future,the PCAOB Table of ContentsBoard will consider the need to issue a new determination.On December29,2022,the AcceleratingHolding Foreign Companies Accountable Act was enacted,which amended the HFCA Act by decreasing thenumber of non-inspectionyears from threeyears to two,th

67、us reducing the time period before ourordinary shares may be prohibited from trading or delisted.Our auditor,Marcum Asia CPAs LLP,theheadquarter of which is based in NewYork,is currently subject to inspection by the PCAOB at leastevery threeyears.Therefore,it is not subject to the determinations ann

68、ounced by the PCAOB onDecember16,2021 as it is not on the list published by the PCAOB.However,our auditors Chinaaffiliate is located in,and organized under the laws of the PRC.We cannot assure you that we willnot be identified by the SEC under the HFCA Act as an issuer that has retained an auditor t

69、hat has abranch or office located in a foreign jurisdiction that the PCAOB determines it is unable to inspector investigate completely because of a position taken by an authority in that foreign jurisdiction.In the event the PRC authorities would further strengthen regulations over auditing work of

70、the PRCcompanies listed on the U.S.stock exchanges,which would prohibit our current auditor to performwork in China,then we would need to change our auditor and the audit workpapers prepared by our newauditor may not be inspected by the PCAOB without the approval of the PRC authorities,in which case

71、the PCAOB may not be able to fully evaluate the audit or the auditors quality control procedures.In addition,there can be no assurance that,if we have a“non-inspection”year,we will be ableto take any remedial measures.If any such event were to occur,trading in our securities could inthe future be pr

72、ohibited under the HFCA Act and,as a result,we cannot assure you that we will beable to maintain the listing of our ordinary shares on Nasdaq or that you will be allowed to tradeour ordinary shares in the United States on the“over-the-counter”markets or otherwise.Notwithstanding the foregoing,in the

73、 event it is later determined that the PCAOB is unable toinspect or investigate completely our auditor,then such lack of inspection could cause oursecurities to be delisted from the stock exchange.See“Risk FactorsRisks Related to DoingBusiness in ChinaOur ordinary shares may be delisted under the HF

74、CA Act if the PRC adoptspositions at any time in the future that would prevent the PCAOB from continuing to inspect orinvestigate completely accounting firms headquartered in mainland China or HongKong.The delistingof our ordinary shares,or the threat of their being delisted,may materially and adver

75、sely affectthe value of your investment.Furthermore,the U.S.Senate passed the Accelerating Holding ForeignCompanies Accountable Act,which amends the HFCA Act and requires the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspection

76、s for two consecutiveyears instead of three,thus reducing the time before our ordinaryshares may be prohibited from trading or delisted.The HFCA Act,the Accelerating Holding ForeignCompanies Accountable Act,which amends the HFCA Act,together with recent joint statement by theSEC and PCAOB,the PCAOBs

77、 determinations,and the Nasdaq rule changes all call for additional andmore stringent criteria to be applied to emerging market companies upon assessing the qualificationof their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments add uncertainties to our of

78、fering.”beginning on page 21 of this prospectus.Per Share TotalPublic offering price$Underwriting discounts(1)(2)$Proceeds to us,before expenses$_(1)Represents underwriting discounts equal to seven percent(7%)per share(or$per share),which is the underwriting discounts we have agreed to pay on invest

79、ors in this offeringintroduced by the underwriters.(2)Does not include a non-accountable expense allowance equal to one percent(1%)of the grossproceeds of this offering,payable to the underwriters,or the reimbursement of certainexpenses of the underwriters.We have also agreed to issue warrants to th

80、e underwriter topurchase a number of ordinary shares equal to five percent(5%)of the total number of sharessold in this offering at an exercise price equal to one hundred and ten percent(110%)of thepublic offering price of the shares sold in this offering.For a complete description of thecompensatio

81、n to be received by the underwriters,see“Underwriting.”We have granted a 45-day option to the representatives of the underwriters to purchase up toan additional ordinary shares,solely to cover over-allotments,if any.Neither the U.S.Securities and Exchange Commission nor any other regulatorybody has

82、approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus.Any representation to the contrary is a criminaloffense.The underwriters expect to deliver the ordinary shares to purchasers against payment thereforon or about,2023.EF HUTTONdivision of Benchmark I

83、nvestments,LLCThe date of this prospectus is,2023.Table of ContentsTABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS iiiPROSPECTUS SUMMARY 1RISK FACTORS 21CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64USE OF PROCEEDS 66DIVIDEND POLICY 67CAPITALIZATION 68DILUTION 69ENFORCEABILITY OF CIVIL LIABILIT

84、IES 70CORPORATE HISTORY AND STRUCTURE 72MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 74INDUSTRY 93OUR BUSINESS 98REGULATION 116MANAGEMENT 137PRINCIPAL SHAREHOLDERS 143RELATED PARTY TRANSACTIONS 145DESCRIPTION OF SHARE CAPITAL 147SHARES ELIGIBLE FOR FUTURE SALE

85、162TAXATION 163UNDERWRITING 169EXPENSES OF THIS OFFERING 178LEGAL MATTERS 179EXPERTS 179WHERE YOU CAN FIND ADDITIONAL INFORMATION 179INDEX TO FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus.We havenot,and the underwriters have not,authorized anyone to pro

86、vide you with informationdifferent from what is contained in this prospectus.If anyone provides you withdifferent or inconsistent information,you should not rely on it.We and theunderwriters are not making an offer to sell securities in any jurisdiction where theoffer or sale is not permitted.The in

87、formation contained in this prospectus isaccurate only as of the date on the front of this prospectus,regardless of the timeof delivery of this prospectus or any sale of the securities.Our business,financialcondition,results of operations and prospects may have changed since that date.For investors

88、outside of the UnitedStates of America(the“UnitedStates”orthe“U.S.”):Neither we nor the underwriters have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction,other than the UnitedStates,where action for that purpose is required.Personsout

89、side of the UnitedStates who come into possession of this prospectus must informthemselves about,and observe any restrictions relating to,the offering of ourordinary shares and the distribution of this prospectus outside of theUnitedStates.Until and including,2023(25 days after the date of thisprosp

90、ectus),all dealers that buy,sell or trade our ordinary shares,whether or not participating in this offering,may be required to deliver aprospectus.This delivery requirement is in addition to the obligation ofdealers to deliver a prospectus when acting as underwriters and withrespect to their unsold

91、allotments or subscriptions.iTable of ContentsInvestors are cautioned that we are not a PRC operating company but aCayman Islands holding company with operations conducted by our PRCSubsidiaries in China,and that you are not buying shares of a China-basedoperating company but instead are buying shar

92、es of Zhibao,a Cayman Islandsholding company.We control and receive the economic benefits of our PRCSubsidiaries business operation,if any,through equity ownership.We donot have,nor had we ever,use a VIE structure.Our corporate structure,i.e.,a Cayman Islands holding company with operations conducte

93、d by our PRCSubsidiaries,involves unique risks to investors.The PRC regulatoryauthorities could disallow this structure,which would likely result in amaterial change in our operations and/or a material change in the value ofthe securities we are registering for sale,including a significant declinein

94、 the value of such securities or such securities becoming worthless.iiTable of ContentsABOUT THIS PROSPECTUSUnless otherwise indicated,in this prospectus,the following terms shall have themeaning set out below:“BVI”British Virgin Islands.“China”or the“PRC”The Peoples Republic of China,includingTaiwa

95、n,Hong Kong and Macau,and the term“Chinese”has a correlative meaning for thepurposes of this prospectus only,unless thecontext otherwise indicates.The references tolaws and regulations of“China”or the“PRC”are only to such laws and regulations of mainlandChina,excluding,for the purpose of thisprospec

96、tus only,Taiwan,Hong Kong and Macau.“Code”The Internal Revenue Code of 1986,as amended.“ExchangeAct”Securities ExchangeActof1934,as amended.“HongKong”The HongKong Special Administrative Region ofthe Peoples Republic of China.“Macau”The Macao Special Administrative Region of thePeoples Republic of Ch

97、ina.“mainland China”The Peoples Republic of Mainland China,excluding Taiwan,Hong Kong and Macau for thepurpose of this prospectus.“Nasdaq”Nasdaq Capital Market.“ODI Filings”The formalities and filings of overseas directinvestment of PRC enterprises,including but notlimited to fulfilling the filing,a

98、pproval orregistration procedures in the development andreform authorities,the competent commercialauthorities,and foreign exchange administrationauthorities and competent banks authorized bysuch authorities.“ordinary shares”Ordinary shares,par value$0.0001 per share,ofZhibao Technology Inc.“PCAOB”P

99、ublic Company Accounting Oversight Board.“PRC Subsidiaries”or“Zhibao China Group”All references to“PRC Subsidiaries”or“Zhibao China Group”are to Zhibao China,Shanghai Anyi,Sunshine Insurance Brokers,andZhongzhi Chengcheng.“RMB”,“Chinese Yuan”or“Renminbi”Legal currency of mainland China.“SEC”The Unit

100、ed States Securities and ExchangeCommission.“Securities Act”The Securities Actof1933,as amended.“Shanghai Anyi”Shanghai Anyi Network Technology Co.,Ltd.,alimited liability company organized under thelaws of China and a wholly-owned subsidiary ofWFOE.“Sunshine Insurance Brokers”Sunshine Insurance Bro

101、kers(Shanghai)Co.,Ltd.,a limited liability company organized under thelaws of China and a wholly-owned subsidiary ofWFOE.“US”,“U.S.”or“USA”The UnitedStates of America.iiiTable of Contents“US$,”“U.S.dollars,”“$,”or“dollars”Legal currency of the UnitedStates.“WFOE”or“Zhibao China”Zhibao Technology Co.

102、,Ltd.,previously known asShanghai Julai Investment Management Co.,Ltd.and Zhibao Technology(Shanghai)Co.,Ltd.,successively,a limited liability companyorganized under the laws of China,which iswholly-owned by Zhibao HK.“Zhibao,”“our company,”“Company,”“we,”“us,”“our,”or“ourselves”All references to“Zh

103、ibao,”“our company,”“Company,”“we,”“us,”“our,”“ourselves”or similar terms used in thisprospectus are to Zhibao Technology Inc.,anexempted company incorporated with limitedliability under the laws of Cayman Islands,unless the context otherwise indicates.“Zhibao BVI”Zhibao Technology Holdings Limited,

104、a limitedcompany incorporated under the laws of BritishVirgin Islands and a wholly owned subsidiary ofZhibao.“Zhibao HK”Zhibao Technology Limited,a limited companyorganized under the laws of Hong Kong and awholly owned subsidiary of Zhibao BVI.“Zhongzhi Chengcheng”Shanghai Zhongzhi Chengcheng Health

105、y Service Co.,Ltd.,a limited liability company organized underthe laws of China and a wholly-owned subsidiaryof WFOE.Our reporting currency is the US$.The functional currency of our PRCSubsidiaries is RMB.This prospectus contains conversion of certain RMB amounts intoU.S.dollar amounts at specified

106、rates solely for the convenience of the reader.Theconversion of RMB into U.S.dollars in this prospectus is based on the exchange rateset forth in the H.10 statistical release of the Board of Governors of the FederalReserve System.Unless otherwise noted,all translations from RMB to U.S.dollarsand fro

107、m U.S.dollars to RMB in this prospectus are made at the rate of RMB6.8972 toUS$1.00,the rate in effect as of December 31,2022.Notwithstanding the foregoing,we make no representation that any RMB or U.S.dollar amounts could have been,orcould be,converted into U.S.dollars or RMB,as the case may be,at

108、any particularrate,or at all.The PRC government imposes control over its foreign currencyreserves in part through direct regulation of the conversion of RMB into foreignexchange.Numerical figures included in this registration statement may be subject torounding adjustments.Accordingly,numerical figu

109、res shown as totals in varioustables may not be arithmetic aggregations of the figures that precede them.For the sake of clarity,this prospectus follows the English naming convention offirst name followed by last name,regardless of whether an individuals name isChinese or English.For example,the nam

110、e of our Chairman will be presented as“Botao Ma”,even though,in Chinese,Mr.Mas name is presented as“Ma Botao”.Our fiscal year end is June30.References to a particular“fiscal year”areto our fiscal year ended June30 of that calendar year.References to a particular“year”are also to our fiscal year ende

111、d June30 of that calendar year unless thetext indicates otherwise.Our audited consolidated financial statements have beenprepared in accordance with the generally accepted accounting principles in theUnitedStates(the“U.S.GAAP”).Except where indicated or where the context otherwise requires,all infor

112、mationin this prospectus assumes no exercise by the underwriters of their over-allotmentoption.We obtained the industry,market and competitive position data in this prospectusfrom our own internal estimates,surveys,and research as well as from publiclyavailable information,industry and general publi

113、cations and research,surveys andstudies conducted by third parties,including,but not limited to,an industry report(“Frost&Sullivan Report”)issued in June2021 that was commissioned by us andprepared by Frost&Sullivan,a third-party industry research firm,to provideinformation regarding our industry an

114、d market position in China.The informationdisclosed in the Frost&Sullivan Report reflects estimates of market conditionsbased on publicly available sources and trade opinion surveys,and is preparedprimarily as a market research tool.Industry publications,research,surveys,studies and forecasts genera

115、lly state that the information they contain has beenobtained from sources believed to be reliable,but that the accuracy and completenessof such information is not guaranteed.Forecasts and other forward-lookinginformation obtained from these sources are subject to the same qualifications anduncertain

116、ties as the other forward-looking statements in this prospectus,and torisks due to a variety of factors,including those described under“Risk Factors.”These and other factors could cause results to differ materially from those expressedin these forecasts and other forward-looking information.ivTable

117、of ContentsOur PRC Subsidiaries have proprietary rights to trademarks used in thisprospectus that are important to their business,many of which are registered underapplicable intellectual property laws.Solely for convenience,some of thetrademarks,service marks and trade names referred to in this pro

118、spectus are withoutthe,and other similar symbols,but such references are not intended to indicate,in any way,that our PRC Subsidiaries will not assert,to the fullest extent underapplicable law,their rights to these trademarks,service marks and trade names.This prospectus contains additional trademar

119、ks,service marks and trade names ofothers.All trademarks,service marks and trade names appearing in this prospectusare,to our knowledge,the property of their respective owners.We do not intend ouruse or display of other companies trademarks,service marks or trade names to implya relationship with,or

120、 endorsement or sponsorship of us by,any other person.vTable of ContentsPROSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in thisprospectus.This summary does not contain all of the information you shouldconsider before buying shares in this offering.You should read th

121、e entireprospectus carefully,including our financial statements and related notes and therisks described under“Risk Factors.”This summary contains forward-lookingstatements that involve risks and uncertainties,such as statements about ourplans,objectives,expectations,assumptions or future events.The

122、se statementsinvolve estimates,assumptions,known and unknown risks,uncertainties and otherfactors that could cause actual results to differ materially from any futureresults,performances or achievements expressed or implied by the forward-lookingstatements.See“Cautionary NoteRegarding Forward-Lookin

123、g Statements.”OverviewZhibao Technology Inc.is a holding company incorporated as an exempted companyon January11,2023 under the laws of the Cayman Islands.It operates substantiallyall of its business through its PRC Subsidiaries,or Zhibao China Group,inparticular Zhibao China and Sunshine Insurance

124、Brokers.We are a leading and high growth InsurTech company primarily engaging inproviding digital insurance brokerage services through Zhibao China Group in China.2B2C(“to-business-to-customer”)digital embedded insurance is our innovativebusiness model,which Zhibao China Group pioneered in China.Zhi

125、bao China Grouplaunched the first digital insurance brokerage platform in China in 2020,which ispowered by their proprietary PaaS(“Platform as a Service”).According to theFrost&Sullivan Report,the total market size of the 2B2C digital insurancebrokerage services sector in China,contributed by over 2

126、0 market players in thePRC market,was approximately RMB807.4 million in 2022,among which Zhibao ChinaGroup ranked number one,with a market share of approximately 17.4%and a revenueof approximately RMB140.6 million.According to the Frost&Sullivan Report,the2B2C digital insurance brokerage services se

127、ctor is the fastest growing segmentwithin the digital insurance brokerage service industry,with a historical compoundannual growth rate(“CAGR”)of approximately 54.6%from 2018 to 2022,which alsopresents a substantial growth potential to reach approximately RMB6.2 billion in2027,with an estimated CAGR

128、 of approximately 50.1%from 2022 to 2027.We believethat 2B2C digital embedded insurance is shaping the future of the industry.2B2C digital embedded insurance refers to our one-stop customized insurancebrokerage model conducted through Zhibao China Group,under which we provideproprietary and customiz

129、ed insurance solutions to be digitally embedded in theexisting customer engagement matrix of business entities(our“business channels”or“B channels”)to reach and serve such B channels existing pool of endcustomers(“end customers”or“C”).Each B channel encompasses a specificscenario where its end custo

130、mers also have potential,untapped insurance needs.Forexample,a Chinese travel agency(our B channel)has an average of 100,000 Chinesetourists traveling to the U.S.for tourism every year.We believe this presents anuntapped scenario-specific opportunity for international travel accident insuranceneeds

131、for a pool of 100,000 Chinese tourists as end customers.These end customersmight otherwise have to search for and purchase insurance separately or might notpurchase insurance at all.After Zhibao China Group reaching an agreement with suchtravel agency to become one of our B channels,they build and e

132、mbed a travelinsurance solution across this travel agencys matrix of digital channels,including its website,App,Douyin(the Chinese equivalent of TikTok),WeChat MiniProgram,and other social media accounts.Consequently,we,through Zhibao ChinaGroup,may pinpoint the 100,000-strong customer base and prov

133、ide insurancebrokerage services which are specifically and accurately tailored to the insuranceneeds of these end customers.Our service portfolio through Zhibao China Group includes(1)insurancebrokerage services,and(2)managing general underwriting(“MGU”)services,aspecialized insurance brokerage serv

134、ice whereby the insurance companies authorizeus to assist them in underwriting,claims and risk control services.It broadlycovers insurance product design and customization,selection of insurancecompanies,technology system interconnection and delivery,customer AARRR(Acquisition,Activation,Retention,R

135、eferral,Revenue)operation,customerservice,compliance management,data analysis,all of which are integrated in eachof our insurance solutions.Each insurance solution generally applies to onespecific scenario in a particular sector,with customized product design andservices relevant for that scenario a

136、nd sector.As of the date of this prospectus,we,through Zhibao China Group,have developed more than 40 proprietary andinnovative digital insurance solutions addressing different scenarios in a widerange of industries,including but not limited to travel,sports,logistics,utilities(i.e.,gas and electric

137、ity),and e-commerce.Zhibao China Group acquireand analyze customer data,utilize big data and artificial intelligence(“AI”)technology1Table of Contentsto continually iterate and enhance our digital insurance solutions.This iterativeprocess,in addition to continually improving our digital insurance so

138、lutions,willkeep us abreast of the new trends and customer preferences in the market.Zhibao China Group secure and serve our end customers through our B channels.Our B channels cover a wide range of industries and organizations,including butnot limited to internet platforms,large and medium-sized en

139、terprises,andgovernment agencies.While B channels have end customers with potential insuranceneeds relevant and specific to their primary operations,they usually do not havethe experience and expertise to effectively provide insurance related services.Inorder to address this pain-point,we,through Zh

140、ibao China Group,provide them withour customized digital insurance solutions specifically tailored to their business.Our 2B2C model thrives because our relationship with B channels is mutuallybeneficial and sustainable for all participants.Our B channels view us as avaluable partner as we empower th

141、em to provide insurance as a value-added serviceto their end customers,a potential competitive advantage for them.By embeddingour digital insurance solutions into our B channels online matrix to reach theircustomer base,we maintain a captive,stable and sustainable source of endcustomers at low cost.

142、The end customers,as a result,can conveniently andefficiently access quality brokerage services and suitable insurance productstailored to their actual needs.As of the date of this prospectus,we,throughZhibao China Group,have cooperated with more than 1,000 B channels,and securedapproximately 650,00

143、0 end customers through them.We will expand the number of Bchannels as a key growth strategy of our business.Under our business model,Zhibao China Group represent end customers as theirauthorized insurance broker to negotiate with insurance companies and select themost suitable insurance products fo

144、r our end customers.As of the date of thisprospectus,we have partnered with over 90 insurance companies(including theirsubsidiaries and branches)through Zhibao China Group.While embedded insurance brokerage is still at an early stage of development inChina,we believe it is the future of insurance br

145、okerage industry.Our revenue reached approximately RMB 108.2million(US$16.2million)and RMB91.8 million(US$13.3 million),respectively,for the fiscal year ended June30,2022 and the six months ended December 31,2022,representing an increase ofapproximately RMB 62.6 million(US$9.3 million)and RMB 33.0 m

146、illion(US$4.8million),or 137%and 56%,respectively,from approximately RMB45.6million andRMB 58.8 million,respectively,for the fiscal year ended June30,2021 and the sixmonths ended December 31,2021.Although we had net loss of approximatelyRMB37.0million(US$5.5 million)for the fiscal year ended June30,

147、2021,weachieved profitability for the fiscal year ended June30,2022 and the six monthsended December 31,2022,with our net income reaching approximately RMB14.3 million(US$2.1 million)and RMB 8.9 million(US$1.3 million),respectively.Our Revenue ModelOur revenue consists of(i)brokerage Zhibao China Gr

148、oup receive for theirgeneral digital insurance brokerage services(“Insurance Brokerage”),and(ii)MGU service fees(“MGU Service Fees”)Zhibao China Group receive for theirMGU services.Insurance Brokerage refer to the commissions or fees Zhibao China Group receivefrom insurance companies for the digital

149、 insurance brokerage services they offer toour end customers(who pay insurance premium to insurance companies according tothe terms of their policies),primarily at the range of 10%35%for property&casualty insurance products,10%35%for health insurance products and 50%80%for life insurance products,of

150、 gross written premium per insurance policydepending on the type of the insurance,the specific insurance products,and theirnegotiated terms with each insurance company.Insurance Brokerage accounted forapproximately 57%,78%and 84%,respectively,of our total revenues for thefiscalyears ended June30,202

151、1 and 2022 and six months ended December 31,2022.MGU Service Fees refer to service fees Zhibao China Group receive frominsurance companies for the MGU services they provide to such insurance companies,usually at an average of approximately 15%of gross written premium per insurancepolicy depending on

152、 the type of insurance,and their negotiated terms with eachinsurance company.MGU Service Fees accounted for approximately 43%,22%and 16%,respectively,of our total revenues for the fiscalyears ended June30,2021 and2022 and six months ended December 31,2022.2Table of ContentsStrengthsWe believe that t

153、he following strengths contribute to Zhibao China Groupsgrowth and differentiate us from our competitors:Innovative Business Model 2B2C Embedded InsuranceWe are a pioneer and market leader through Zhibao China Group in 2B2Cembedded insurance business in China.Our 2B2C model is key to enable usto acq

154、uire end customers at minimal cost and therefore to achieve higherefficiency compared with our industry peers,who might gain customers byinvesting a large amount of capital through direct-to-consumeradvertisement and other marketing channels.Each of our B channels hasalready developed a stable relat

155、ionship with their end customers.Byembedding our customized digital insurance solutions into B channelsonline matrix,we can reach end customers more precisely and efficiently.As the first-mover and a market leader in 2B2C embedded insurancebrokerage service in China,we have entrenched relationships

156、with Bchannels and other industry participants through Zhibao China Group.As ofthe date of this prospectus,we have cumulatively cooperated with over1,000 B channels and will continue to expand the number of B channels as akey growth strategy.Market Leading Digital Insurance SolutionsAs of the date o

157、f this prospectus,we,through Zhibao China Group,havedeveloped over 40 proprietary and innovative digital insurance solutionswhich are built and operated based on their PaaS.Each of our proprietarydigital insurance solutions primarily consists of insurance product(s),asolution-specific technology sys

158、tem,customer AARRR operations plan,andcustomer service plan.They are specifically tailored to the variousscenarios of our B channels and their end customers insurance needs.Ourdigital insurance solutions can largely reduce point-of-sale friction anddeliver the digital insurance brokerage services wh

159、ich are relevant andtailored to the separate needs of our B channels and end customers.Through our digital insurance solutions on Zhibao China Groups PaaS,Zhibao China Group acquire and analyze customer data,and utilize big dataand AI technology to continually iterate and enhance our digitalsolution

160、s.This iterative process,in addition to continually improvingour digital solutions,will keep us abreast of the new trends and customerpreferences in the market.Advanced Technology PlatformZhibao China Group launched the first digital insurance brokerage platformin China in 2020.This platform include

161、s(i)2B2C insurance PaaS,(ii)digital insurance solutions,and(iii)delivery system.Throughtheir platform,they can provide SaaS(“Software as a service”)to ourvarious B channels and insurance brokerage services to our end customerseffectively and efficiently.(i)Zhibao China Groups PaaS is a cloud-based d

162、evelopment platformwhich offers a collection of 2B2C insurance tools for building thesystems required for various insurance solutions efficiently.TheirPaaS was developed out of their professional knowledge and experiencegained from real-world deployment of systems in the past eightyears.The tools of

163、 their PaaS are analogous to providing“pre-washed”and“pre-cut”raw materials,allowing them to quickly and reliablyoutput“cooked dishes”.Without such a PaaS,building the necessarysolution-specific systems would be a complicated and slow process withno guarantee of a positive user experience.Their PaaS

164、 is not only forour internal solution-specific systems but can be extended to ourindependent sales partners.It allows such partners to share our toolsand workflows,and incubate new solutions without having to start fromscratch each time.Furthermore,the unified design foundation of theirPaaS allows t

165、hem to develop brand new solutions as well as topiggyback additional solutions on top of those already deployed withreusable system components,data consistency and customer convenience.(ii)Our various insurance solutions are built and run based on thePaaS.These solutions are delivered to B channels

166、by embedding withinthe B channels platforms,including but not limited to WeChatOfficial Accounts,websites,and insurance modules within Apps.Ourend customers may purchase insurance products and have access toinsurance services through our embedded insurance solutions on ourBchannels website,App,H5 pa

167、ge,or QR codes.3Table of Contents(iii)The delivery system,developed according to the best practices ofdigital insurance brokerage services,breaks down our varioussolutions into workflows,work nodes,automatic resource assignments,and deliverable standards.On the delivery system,businessopportunities

168、are segregated into different industries which areautomatically mapped to our various solutions.It also allows ZhibaoChina Group to collect and consider the specific needs from each Bchannel.The delivery system then runs the pre-set workflow,standardizing the processes and providing higher-quality a

169、nd higher-efficiency deliverables.According to the specific needs of our Bchannels,the delivery system is capable of making changes to thestandard workflow to meet these customizations.The delivery systemhelps us greatly improve our delivery efficiency,quality and channelsatisfaction.Experienced Man

170、agement Team with Extensive Expertise in InsuranceIndustry and Digital TechnologyWe have an experienced and devoted management team that has helmed theacceleration of our growth and steered our strategic direction.Ourmanagement team is passionate about innovation in providing digitalinsurance soluti

171、ons to end customers.Our founder and Chief ExecutiveOfficer,Mr.Botao Ma has accumulated more than 30years of managementexperience in the insurance industry.Our Chief Financial Officer,Mr.Yuanwen Xia,has more than 15 years of experience in PwC andinvestment sector.Our Chief Operating Officer,Mr.Xiao

172、Luo has morethan 15years of experience in insurance brokerage business.Our ChiefTechnical Officer,Mr.Yugang Wang,has more than 20years of digitaltechnology and management experience in the insurance industry.Ourmanagement team has extensive experience in Chinas insurance market;inparticular,our team

173、s expertise in the insurance brokerage industry willhelp steer the Company to continuously maintain and extend our leadingposition in the digitalization of the insurance brokerage industry inChina.Their influences across the market have already,and will continueto,attract more B channels and deepen

174、relationships with existing Bchannels and insurance companies,all of which will sustain and acceleratethe rapid-paced growth of the Company.Growth StrategiesWe intend to grow our business by pursuing the following key strategies throughZhibao China Group:Accelerate the Expansion of B ChannelsWe plan

175、 to scale up our business by rapidly expanding the number of Bchannels.We intend to penetrate new markets,increase market share inexisting markets and access a broader range of B channels in China.Withthe continuing development of our 2B2C business,we,through Zhibao ChinaGroup,have developed insuran

176、ce companies as a special type of B channel,providing digital brokerage services and supports for their existingindividual policyholders.We plan to cooperate with more insurancecompanies as a key focus for expansion.Expand Our Sales ForceWe plan to increase the number of sales teams both in the head

177、 office andbranch offices.We also plan to develop more independent sales partnerswho are not directly employed by us or Zhibao China Group but provideleads for new B channels,for example smaller-scale niche players in the2B2C business sector.We have an established workflow to efficientlyestablish re

178、lations with sales partners powered by Zhibao China Groupsdelivery system,which provides contracting,training,online customerAARRR operations,and an online portal for requesting sales support.Thegrowth of our nationwide network of sales partners is integral to ourrapid expansion and growth of the ma

179、rket.Drive Additional Conversions for Existing End CustomersOur2C BusinessThrough our B channels,we are accumulating an ever-larger pool ofpotential end customers.Although the initial customer interaction isrelated to the specific scenario and sector of the B channel,end customermay have additional

180、needs that have not yet been addressed.For example,amedical insurance end customer might have additional demand for travel,household,or life insurance.We intend to strengthen4Table of Contentsour to-customer,or 2C business through Zhibao China Group by targetingour existing customer base to meet the

181、 additional needs of each endcustomer.Our 2C business is an increasingly important part of ourbusiness growth in the comingyears.Upgrade and Enrich Our Digital Insurance SolutionsCurrently we have over 40 proprietary digital insurance solutions onZhibao China Groups platform,which covers various sce

182、narios in avariety of industries.We will keep refining and upgrading our insurancesolutions to keep abreast of new trends and customer preferences.Inaddition to optimizing our existing insurance solutions,we are developingnew insurance solutions to meet emerging demands.We intend to developsolutions

183、 across every sector of the economy,thus ultimately coveringevery aspect of the end customers daily life to deliver all-aroundinsurance coverage.Upgrade and Enhance Our PaaSZhibao China Group are the first to establish a PaaS in the digitalinsurance brokerage market in China.We intend to invest in t

184、he researchand development(“R&D”)of new technologies to upgrade and enhance thePaaS to maintain our leadership position in China.In particular,we planto enrich the technology infrastructure tools and functionalities of thebusiness components of the PaaS,and introduce new AI and businessintelligence(

185、BI)functionalities,continually strengthening our datasecurity and governance.Expand the Scale of the MGU business.Zhibao China Group pioneered the MGU business model in China.Under thismodel,in addition to providing general digital insurance brokerageservices to our end customers,Zhibao China Group

186、also assist insurancecompanies in product design,underwriting,reinsurance,claims and riskcontrol services.We intend to increase the number of MGU partners(insurance companies)from 5 to 15 by the end of 2024,and expand theinsurance products from the current high-end medical insurance and long-term di

187、sability lines to mid-end medical and personal accident lines inthe future.Expand Our Business through Lloyds SyndicateWe plan to establish a Lloyds syndicate,an entity who can underwriterisks by utilizing Lloyds insurance and reinsurance licenses in China.Through this vehicle,we will share a portio

188、n of the risks for brokerageand MGU business produced by Zhibao China.Since we also retain risks onthe business,we hope to prove our confidence in the business we produceand achieve better terms with our insurance and reinsurance partners.M&A OpportunitiesThere is a fragmented constellation of small

189、er-scale firms engaged inonline insurance agency or brokerage business in China.They are commonlylacking in industry recognition,technological capacity,team expertise,capital,and market resources,therefore they face significant headwindsin scaling up their business and attaining profitability.Howeve

190、r,some ofthem have built strong ties with B channels in niche industries,providingus with potential targets for M&A.We plan to invest in potential M&Atargets in the future,especially those who can bring new B channelresources.Market OpportunityAlong with the development of the PRC insurance industry

191、 and the progress ofdigital industrial transformation in the PRC in recentyears,insurance brokerageservice institutions are recognized by more policyholders and insurance companies.According to the Frost&Sullivan Report,the total market size of the Chineseinsurance industry in terms of insurance pre

192、mium grew steadily and is expected toreach approximately RMB 5.8trillion by 2027,at a CAGR of 4.3%from 2022 to 2027.Within the insurance industry,the insurance brokerage services industry in termsof revenue grew substantially at a CAGR of 21.1%from 2018 to 2022 and is estimatedto grow at a CAGR of 1

193、3.9%from 2022 to 2027.Furthermore,the market size of thedigital insurance brokerage services industry in terms of revenue is estimated tosubstantially grow at a CAGR of 28.2%from 2022 to 2027.It is noteworthy that,within the market,5Table of Contentsthe digital scenario-embedded insurance brokerage(

194、also known as 2B2C)servicesindustry is the fastest growing segment,with a historical CAGR of 54.6%from 2018to 2022.It also presents a substantial growth potential,with an estimated CAGR of50.1%from 2022 to 2027.The convergence of digital technology and changing consumer preferences in theinsurance i

195、ndustry give digital insurance brokerage service providers,like us,acompetitive advantage as digital technology assists us in connecting end customersthrough more channels,thus enhancing our operation efficiency.We believe,in thefuture,the digital insurance brokerage service will take more market sh

196、are.In recentyears,consumer behaviors have undergone profound changes.Researchshows that insurance customers in the internet era pay more attention to producttransparency and service experience while demonstrating a strong preference forpersonalization,customization,and scenario orientation.In addit

197、ion,millennials(who were generally born between the early 1980s and the mid-to-late 1990s)aregradually becoming the leading consumption group of insurance,which are expectedto surpass generationX(who is generally born between the mid-1960s and the late1970s)to become the main consumption group withi

198、n the next decade.The millennialscan obtain information through the internet more conveniently and efficiently,andare more receptive to digital insurance and pay more attention to product diversityand personalization,which provide great potential for the development of digitalembedded insurance brok

199、erage services.Our Corporate History and StructureZhibao is a Cayman Islands exempted company incorporated on January11,2023.Structured as a holding company with no material operations,Zhibao conducts itsoperations in China through its PRC Subsidiaries,primarily Zhibao China andSunshine Insurance Br

200、okers.Zhibao China,previously known as Shanghai Julai Investment Management Co.,Ltd.and Zhibao Technology(Shanghai)Co.,Ltd.,successively,started its businessin the insurance brokerage industry since 2016 in China.With the growth of ourbusiness and in order to facilitate international capital investm

201、ent in us,westarted a reorganization as described below involving new offshore and onshoreentities in December2022 and completed it in March2023.Zhibao BVI,incorporated on January12,2023 under the laws of British VirginIslands,is our wholly-owned subsidiary in BVI and a holding company with nobusine

202、ss operations,which,in turn,wholly owns all of the equity interest ofZhibao HK,a limited company incorporated on January19,2023 under the laws ofHongKong.Zhibao HK,as a wholly-ownedsubsidiary of Zhibao BVI,is a holding companywith no business operations,which,in turn,wholly owns all of the equity in

203、terestof Zhibao China or WFOE,a wholly foreign-ownedenterprise formed on November24,2015 in Shanghai under the laws of China,currently with a registered capital ofRMB 53,974,752.Zhibao China wholly owns Shanghai Anyi,Sunshine Insurance Brokersand Zhongzhi Chengcheng,primarily providing MGU services.

204、Shanghai Anyi was incorporated in Shanghai under the laws of China onSeptember18,2015,currently with a registered capital of RMB10million.ShanghaiAnyi was originally 100%controlled by Shanghai Xinhui Investment Consulting Co.,Ltd.(“Shanghai Xinhui”),a related party controlled by our Chief ExecutiveO

205、fficer,Mr.Botao Ma.All of the equity interest of Shanghai Anyi was latertransferred to Zhibao China on July 12,2016,with a consideration of RMB10million.After such transfer,Shanghai Anyi became a wholly-ownedsubsidiary ofZhibao China,primarily providing R&D services to Sunshine Insurance Brokers and

206、Zhibao China.Sunshine Insurance Brokers was incorporated in Shanghai under the laws of Chinaon November 17,2011,currently with a registered capital of RMB 50 million.Sunshine Insurance Brokers was originally 100%controlled by an unrelated thirdparty,all of the equity interest of which was thereafter

207、 transferred to ZhibaoChina on January 4,2016,with a consideration of RMB 10 million.After suchtransfer,Sunshine Insurance Brokers became a wholly-owned subsidiary of ZhibaoChina,primarily providing insurance brokerage services.Zhongzhi Chengcheng was incorporated in Shanghai under the laws of China

208、 onNovember16,2022,currently with a registered capital of RMB 10million.ZhongzhiChengcheng is a wholly-owned subsidiary of Zhibao China.As of the date of thisprospectus,it has not commenced operation yet.6Table of ContentsThe chart below shows our corporate structure as of the date of thisprospectus

209、:For more details regarding our corporate structure,see“Corporate History andStructure”on page 72.Recent Regulatory Developments in ChinaRecently,the PRC government initiated a series of regulatory actions and madea number of public statements on the regulation of business operations in China,includ

210、ing cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new measures toextend the scope of cybersecurity reviews,and expanding efforts in anti-monopolyenforcement.Among other things,the Regulations on Mergers and Acqui

211、sitions of DomesticEnterprises by Foreign Investors(the“M&A Rules”)and the Anti-Monopoly Law ofthe Peoples Republic of China promulgated by the SCNPC which became effective in2008(“Anti-Monopoly Law”),established additional procedures and requirementsthat could make merger and acquisition activities

212、 by foreign investors more time-consuming and complex.Such regulation requires,among other things,that theMinistry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notifiedin advance of any change-of-control transaction in which a foreign investoracquires control of a PRC domestic enterpr

213、ise or a foreign company with substantialPRC operations,if certain thresholds under the Provisions of the State Council onthe Standard for Declaration of Concentration of Business Operators,issued by theState Council in 2008,are triggered.Moreover,the Anti-Monopoly Law requires thattransactions whic

214、h involve the national security,the examination on the nationalsecurity shall also be conducted according to the relevant provisions of theMeasures for the Safety Examination of Foreign Investment.In addition,the PRCMeasures for the Security Review of Foreign Investment which became effective inJanu

215、ary2021 require acquisitions by foreign investors of PRC companies engaged inmilitary-related or certain other industries that are crucial to national securitybe subject to security review before consummation of any such acquisition.On July 6,2021,the relevant PRC government authorities made public

216、theOpinions on Strictly Cracking Down on Illegal Securities Activities in Accordancewith the Law(the“Opinions”).These opinions emphasized the need to strengthenthe administration over illegal securities activities and the supervision onoverseas listings by China-based companies and proposed to take

217、effective measures,such as promoting the construction of relevant regulatory systems to deal with therisks and incidents faced by China-based overseas-listed companies.Pursuant to theOpinions,Chinese regulators are required to accelerate rulemaking related to theoverseas issuance and listing of secu

218、rities,and update the existing laws andregulations related to data security,cross-border data flow,and management ofconfidential information.Numerous regulations,guidelines and other measures areexpected to be adopted under the umbrella of or in addition to the CybersecurityLaw of the PRC(the“Cybers

219、ecurity Law”)and the Data Security Law.As of the dateof this prospectus,no official guidance or related implementation rules have beenissued yet and the interpretation of these opinions remains unclear at this stage.See“Risk FactorsRisks Related to Doing Business in ChinaOur businessprocesses a cert

220、ain quantity of personal information,and failure to protectprivate or sensitive information7Table of Contentsof customers or improper handling of such information could have a material andadverse effect on our business.In light of recent events indicating greateroversight by the Cyberspace Administr

221、ation of China,or CAC,over data security,particularly for companies seeking to list on a foreign exchange,we are subject toa variety of laws and other obligations regarding cybersecurity and dataprotection,and any failure to comply with applicable laws and obligations couldhave a material and advers

222、e effect on our business,our listing application withNasdaq,financial condition,results of operations,and the offering”on page 28.On December28,2021,the Cybersecurity Review Measures(2021 version)whichwere promulgated and became effective on February 15,2022,provide that any“online platform operator

223、s”possessing personal information of more than onemillion users which seeks to list in a foreign stock exchange should be subject tocybersecurity review.The Cybersecurity Review Measures(2021 version),furtherlist the factors to be considered when assessing the national security risks of therelevant

224、activities,including,among others,(i)the risk of core data,importantdata or a large amount of personal information being stolen,leaked,destroyed,andillegally used or exited the country;and(ii)the risk of critical informationinfrastructure,core data,important data or a large amount of personal inform

225、ationbeing affected,controlled,or maliciously used by foreign governments afterlisting abroad.The CAC requires that under the new rules,companies possessingpersonal information of more than 1,000,000 users must now apply for cybersecurityapproval when seeking listings in other nations because of the

226、 risk that such dataand personal information could be“affected,controlled,and maliciously exploitedby foreign governments.”The cybersecurity review will also look into the potentialnational security risks from overseas IPOs.See“Risk FactorsRisks Related toDoing Business in ChinaOur business processe

227、s a certain quantity of personalinformation,and failure to protect private or sensitive information of customersor improper handling of such information could have a material and adverse effecton our business.In light of recent events indicating greater oversight by theCyberspace Administration of C

228、hina,or CAC,over data security,particularly forcompanies seeking to list on a foreign exchange,we are subject to a variety oflaws and other obligations regarding cybersecurity and data protection,and anyfailure to comply with applicable laws and obligations could have a material andadverse effect on

229、 our business,our listing application with Nasdaq,financialcondition,results of operations,and the offering”on page 28.On February17,2023,the CSRC released the New Overseas Listing Rules,whichcame into effect on March 31,2023.The New Overseas Listing Rules apply tooverseas securities offerings and/o

230、r listings conducted by(i)companiesincorporated in the PRC,or PRC domestic companies,directly and(ii)companiesincorporated overseas with operations primarily in the PRC and valued on the basisof interests in PRC domestic companies,or indirect offerings.The New OverseasListing Rules requires(1)the fi

231、lings of the overseas offering and listing plan bythe PRC domestic companies with the CSRC under certain conditions,and(2)thefiling of their underwriters with the CSRC under certain conditions and thesubmission of an annual report to of such filed underwriters the CSRC within therequired timeline.Th

232、e required filing scope is not limited to the initial publicoffering,but also includes subsequent overseas securities offerings,single ormultiple acquisition(s),share swap,transfer of shares or other means to seek anoverseas direct or indirect listing,a secondary listing or dual listing.On the samed

233、ay,the CSRC also held a press conference for the release of theNew Overseas Listing Rules and issued the Overseas Listing Notice.Under theOverseas Listing Notice,a company that(i)has already completed overseas listingor(ii)has already obtained the approval for the offering or listing from overseasse

234、curities regulators or exchanges but has not completed such offering or listingbefore effective date of the New Overseas Listing Rules and also completes theoffering or listing before September30,2023 will be considered as an existinglisted company and is not required to make any filing until it con

235、ducts a newoffering in the future.For the company that has already submitted offering andlisting applications but not yet obtained the approvals from overseas securitiesregulators or exchanges shall choose to make its filing with the CSRC at areasonable time but before the completion of the offering

236、/listing.For the companythat has already obtained CSRC approval for overseas listing or offering cancontinue its process during the valid term of the CSRC approval without additionalfiling and it shall make the filing pursuant to the New Overseas Listing Rules ifit does not complete the offering or

237、listing before the expiration of the originalapproval from CSRC.Based on the advice of our PRC counsel,AllBright Law Offices,as our PRCSubsidiaries accounted for more than 50%of our consolidated revenues,profit,total assets or net assets for the fiscalyears ended June30,2021 and 2022 andsix months e

238、nded December 31,2022,and the key components of our operations arecarried out in the PRC,this offering is considered an indirect offering and we aresubject to the filing requirements under the Trial Measures,and this offering andour listing on Nasdaq are therefore contingent on the completion of the

239、 filingprocedures with the CSRC prior to our listing on Nasdaq.As of September 8,2023,our underwriter,EFH,has made its initial filing with the CSRC within the timelinerequired under the Trial Measures.Our PRC Subsidiaries,as represented by Shanghai8Table of ContentsRiying Law Firm in connection with

240、 the CSRC filing,made the initial CSRC filingwith the CSRC on June 22,2023 and received comments from the CSRC on August 3,2023.On August 11,2023,we submitted our responses to the CSRC comments.As ofSeptember 8,2023,our CSRC filing is still under the CSRCs review,and we havenot obtained the final co

241、nfirmation from the CSRC regarding the completion of thefiling process.We will complete the filing with the CSRC in compliance with theTrial Measures prior to our listing on Nasdaq.If a violation of the foregoing andrelated regulations occurs,the CSRC may order rectification,issue warnings,andimpose

242、 a fine between RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely and materially affect our business operations and financialoutlook,and significantly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could cause the

243、 value of ourordinary shares to significantly decline or such shares to become worthless.See“Risks Related to Doing Business in China The CSRC has recentlyreleased the New Overseas Listing Rules for China-based companies seeking toconductoverseas offering and listingin foreign markets.Under the New

244、OverseasListing Rules,the PRC government exerts more oversight and control over offeringsthat are conducted overseas and foreign investment in China-based issuers,which could significantly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could

245、cause the value of ourordinary shares to significantly decline orsuch shares tobecome worthless.”Asof the date of this prospectus,these new laws and guidelines have not impacted theCompanys ability to conduct its business,accept foreign investments,or continueto list on a U.S.or other foreign exchan

246、ge;however,(i)we are required to filewith the CSRC before the completion of this offering and may be required to obtainapproval from any other PRC governmental authorities,such as China Banking andInsurance Regulatory Commission(the“CBIRC”);(ii)if we were required to filewith the CSRC or obtain appr

247、oval from other PRC governmental authorities in thefuture but were failed to file or denied permission from the PRC authorities tofollow-up offering or transaction governed by the New Overseas Listing Rules andOverseas Listing Notice,our ability to conduct our business may be materiallyimpacted,we w

248、ill not be able to continue listing on any U.S.exchange,continue tooffer securities to investors,the interest of the investors may be materiallyadversely affected and our ordinary shares may significantly decrease in value orbecome worthless;and(iii)there are uncertainties in the interpretation ande

249、nforcement of these new laws and guidelines,which could materially and adverselyimpact our business and financial outlook and may impact our ability to acceptforeign investments or continue to list on a U.S.or other foreign exchange.As of September 8,2023,except for the CSRC filing we have made unde

250、r the NewOverseas Listing Rules which is currently under review pending completion and thelicenses and permissions held by Zhibaos PRC Subsidiaries under“RegulatoryPermissions”,the Company believes it is not required to obtain permission orapproval from any of the PRC state or local government and h

251、as not received anydenial to list on the U.S.exchange.See“Business Regulatory Permissions”.However,if any other filings,approval,review or other procedure is required,there is no assurance that we will be able to obtain such filings,approval orcomplete such review or other procedures timely or at al

252、l.For any approval orpermission that we have received or may receive in future,it could nevertheless berevoked or cancelled,and the terms of its reissuance may impose restrictions onour operations and offerings relating to our securities.Besides,the New OverseasListing Rules may subject us to additi

253、onal compliance requirement in the future,and we cannot assure you that we will be able to get the clearance of filingprocedures under the New Overseas Listing Rules on a timely basis,or at all.Anyfailure of us to fully comply with new regulatory requirements may significantlylimit or completely hin

254、der our ability to offer or continue to offer our ordinaryshares,cause significant disruption to our business operations,and severelydamage our reputation,which would materially and adversely affect our financialcondition and results of operations and cause our ordinary shares to significantlydeclin

255、e in value or become worthless.On February 24,2023,the CSRC,together with other PRC governmentauthorities,released the Provisions on Strengthening the Confidentiality andArchives Administration Related to the Overseas Securities Offering and Listing byDomestic Enterprises(the“Confidentiality and Arc

256、hives AdministrationProvisions”),which came into effect on March31,2023.The Confidentiality andArchives Administration Provisions require,among others,that PRC domesticenterprises seeking to offer and list securities in overseas markets,eitherdirectly or indirectly,shall establish the confidentialit

257、y and archives system,and shall complete approval and filing procedures with competent authorities,ifsuch PRC domestic enterprises or their overseas listing entities provide orpublicly disclose documents or materials involving state secrets and work secretsof PRC government agencies to relevant secu

258、rities companies,securities serviceinstitutions,overseas regulatory agencies and other entities and individuals.Itfurther stipulates that providing or publicly disclosing documents and materialswhich may adversely affect national security or public interests,and accountingfiles or copies of importan

259、t preservation value to the state and society shall besubject to corresponding procedures in accordance with relevant laws andregulations.9Table of ContentsWe have been closely monitoring regulatory developments in China regarding anynecessary approvals from the CSRC,the CAC or other PRC regulatory

260、authoritiesrequired for our operations and overseas listings,including this offering.However,there remains significant uncertainty as to the enactment,interpretationand implementation of regulatory requirements related to overseas securitiesofferings and other capital markets activities.The PRC gove

261、rnment may take actionsto exert more oversight and control over offerings by China-basedissuers conductedoverseas and/or foreign investment in such companies,which could significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors outside China and cause t

262、he value of our securities to significantlydecline or become worthless.If it is determined in the future that the approval orpermissions of the CSRC,the CAC or any other regulatory authority is required forour operations through our PRC Subsidiaries and this offering and we or our PRCSubsidiaries do

263、 not receive or maintain the approvals or permissions,or we or ourPRC Subsidiaries inadvertently conclude that such approvals or permissions are notrequired,or applicable laws,regulations,or interpretations change such that weor our PRC Subsidiaries are required to obtain approvals or permissions in

264、 thefuture,we and our PRC Subsidiaries may be subject to investigations by competentregulators,fines or penalties,ordered to suspend our PRC Subsidiaries relevantoperations and rectify any non-compliance,limit our ability to pay dividendsoutside of mainland China,delay or restrict the repatriation o

265、f the proceeds fromthis offering into mainland China or take other actions prohibited from engaging inrelevant business or conducting any offering,and these risks could result in amaterial adverse change in our operations,significantly limit or completely hinderour ability to offer or continue to of

266、fer securities to investors,or cause suchsecurities to significantly decline in value or become worthless.See“RiskFactorsRisks Related to Doing Business in ChinaOur business processes acertain quantity of personal information,and failure to protect private orsensitive information of customers or imp

267、roper handling of such information couldhave a material and adverse effect on our business.In light of recent eventsindicating greater oversight by the Cyberspace Administration of China,or CAC,over data security,particularly for companies seeking to list on a foreignexchange,we are subject to a var

268、iety of laws and other obligations regardingcybersecurity and data protection,and any failure to comply with applicable lawsand obligations could have a material and adverse effect on our business,ourlisting application with Nasdaq,financial condition,results of operations,andthe offering.”on page 2

269、8 and“Risk FactorsRisks Related to Doing Businessin ChinaThe PRC government exerts substantial influence over the manner inwhich we conduct our business activities.The PRC government may also intervene orinfluence our operations and this offering at any time,which could result in amaterial change in

270、 our operations and our ordinary shares could decline in value orbecome worthless”on page 27.Dividend and Other Distributions or Assets Transfer among Zhibao and ItsSubsidiariesZhibao is a holding company with no material operations of its own and does notgenerate any revenue.It currently conducts s

271、ubstantially all of its operationsthrough its PRC Subsidiaries.We are permitted under PRC laws and regulations toprovide funding to our PRC Subsidiaries only through loans or capitalcontributions,and only if we satisfy the applicable government registration andapproval requirements.We may rely on di

272、vidends and other distributions on equity paid by our PRCSubsidiaries for our cash and financing requirements and our distribution ofearnings or settlement of amounts owed will be done through our PRC Subsidiaries.If any of our PRC Subsidiaries incurs debt on its own behalf in the future,theinstrume

273、nts governing such debt may restrict its ability to pay dividends to us.We are currently in the process of adopting our formal cash management policieswhich will dictate the purpose,amount and procedure of cash transfers among Zhibaoand our subsidiaries.Historically,one PRC operating entity provides

274、 financialsupport for other entities operations by inter-company loans and they have notexperienced difficulties or limitations on their ability to transfer cash betweenthemselves.Prior to our reorganization for purpose of our initial public offering,cash transfers among our PRC operating entities a

275、nd their subsidiaries weregenerally approved by the management of the company providing the funds.After ourreorganization,cash transfers among Zhibao and our subsidiaries of less thanRMB1million(US$0.14million)must be reported to,reviewed and approved by thechief financial officer of the company ini

276、tiating such cash transfers;cashtransfers equal to or in excess of RMB1million(US$0.14million)must be approvedby the Chief Executive Officer and the Chief Financial Officer of Zhibao.Based onthe advice of our Cayman counsel,Ogier(Cayman)LLP,there are currently nolimitations imposed by Cayman Islands

277、 law on Zhibaos ability to transfer cashbetween Zhibao and its investors,other than as set out under“Dividend Policy”,and we do not expect that there are any limitations on Zhibaos ability to transfercash between Zhibao and its investors going forward.However,there is no assurancethat Cayman governm

278、ent will not intervene or impose restrictions in future onZhibaos ability to transfer or distribute cash between Zhibao and its investors.Among Zhibao and its subsidiaries,cash is transferred from Zhibao and Zhibao HK asneeded in the form of capital10Table of Contentscontributions or working capital

279、 loans,as the case may be,to the PRC Subsidiariesas we are permitted under PRC laws and regulations to provide funding to our PRCSubsidiaries only through loans or capital contributions,and only if we satisfythe applicable government registration and approval requirements.We believe thatthere is no

280、restriction imposed by the HongKong government on the transfer ofcapital within,into and out of Hong Kong(including funds from Hong Kong tomainland China),except transfer of funds involving money laundering and criminalactivities.We do not expect that there are any material limitations in the future

281、on Zhibaos ability to transfer cash originating from our PRC Subsidiaries,throughour corporate structure,to investors.However,the PRC government currentlyimposes foreign exchange controls on the conversion of RMB into foreign currenciesand the remittance of currencies out of mainland China.In additi

282、on,the PRCEnterprise Income Tax Law and its implementation rules provide that a withholdingtax at a rate of 10%will be applicable to dividends payable by PRC companies tonon-PRC-resident enterprises unless reduced under treaties or arrangements betweenthe PRC central government and the governments o

283、f other countries or regions wherethe non-PRC resident enterprises are tax resident.Further,to the extent cash orassets in our business are in mainland China or HongKong or a mainland China orHongKong entity,the funds or assets may not be available to fund operations orfor other use outside of mainl

284、and China or HongKong due to interventions in or theimposition of restrictions and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets.There can be noassurance that the PRC government will not intervene or impose restrictions infuture on our

285、 ability to transfer funds or distribute dividends within our PRCSubsidiaries or to investors.As of the date of this prospectus,no transfers,dividends or other distributions have been made from our subsidiaries to Zhibao orour investors,and no transfers,loans,or capital contributions have been madef

286、rom Zhibao to any of our subsidiaries or our investors.See“ProspectusSummary Our Corporate History and Structure Condensed ConsolidatingSchedule”on page 17,consolidated financial statements beginning on pageF-1,“Prospectus Summary Summary of Significant Risks Affecting Our Company”on pages 12,and“Pr

287、ospectus Summary Dividend and Other Distributions orAssets Transfer among Zhibao and Its Subsidiaries”on pages 10.See“RiskFactorsRisks Related to Doing Business in ChinaTo the extent cash orassets in our business are in mainland China or HongKong or a mainland China orHongKong entity,the funds or as

288、sets may not be available to fund operations orfor other use outside of mainland China or HongKong due to interventions in or theimposition of restrictions and limitations on the ability of our company and oursubsidiaries by the PRC government to transfer cash or assets,which may materiallyand adver

289、sely affect our business,financial condition and results of operationsand may result in our inability to sustain our growth and expansion strategies”onpage 41.In the future,cash proceeds raised from overseas financing activities,including this offering,may be transferred by us based on current statu

290、tory limitsto our PRC Subsidiaries via loans or capital contribution,as the case may be.We intend to keep any future earnings to re-invest in and finance the expansionof our business,and we do not anticipate that any cash dividends will be paid orany assets will be transferred in the foreseeable fut

291、ure.As of the date of thisprospectus,none of our subsidiaries have made any dividends or distributions to usor our investors,and we have not made any dividends or distributions to oursubsidiaries or investors.Under the laws of the Cayman Islands,a Cayman Islands company may pay adividend on its shar

292、es out of either profit or share premium account,provided thatin no circumstances may a dividend be paid if following such payment the companywould be unable to pay its debts as they fall due in the ordinary course ofbusiness.If we determine to pay dividends on any of our ordinary shares in thefutur

293、e,as a holding company,we will be dependent on receipt of funds from our PRCSubsidiaries.Current PRC regulations permit our indirect PRC Subsidiaries to pay dividendsto the Company only out of its accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.Th

294、erefore,under ourcurrent corporate structure,we rely on dividend payments or other distributionsfrom our PRC Subsidiaries to fund any cash and financing requirements we may have,including the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we m

295、ay incur.Our PRC Subsidiaries generate andretain cash generated from operating activities and re-invest it in our business.If our PRC Subsidiaries incur debt on its own behalf in the future,the instrumentsgoverning such debt may restrict its ability to pay dividends to us.Our PRC Subsidiaries are pe

296、rmitted to pay dividends only out of their retainedearnings.However,our PRC Subsidiaries are required to set aside at least 10%ofits after-tax profits each year,after making up for previous years accumulatedlosses,if any,to fund certain statutory reserves,until the aggregate amount ofsuch funds reac

297、hes 50%of its registered capital.This portion of our PRCSubsidiaries net assets is prohibited from being distributed to their shareholdersas dividends.In addition,our PRC Subsidiaries are also required to further setaside a portion of its after-tax profits to fund the employee welfare fund,although

298、the amount to be set aside,if any,is determined at the discretion of itsboard of directors.Although the statutory reserves can be used,among other ways,to increase the registered capital and11Table of Contentseliminate future losses in excess of retained earnings of the respective companies,the rese

299、rve funds are not distributable as cash dividends except in the event ofliquidation.See“RegulationRegulations on Dividend Distributions”.However,our PRC Subsidiaries have not made any dividends or other distributions to ourholding company or any U.S.investors as of the date of this prospectus.See al

300、so“Risk FactorsRisks Related to Doing Business in ChinaWe may rely ondividends and other distributions on equity paid by our PRC Subsidiaries to fundany cash and financing requirements we may have,and the PRC Subsidiariesrestrictions on paying dividends or making other payments to us could restrict

301、ourability to satisfy our liquidity requirements and have a material and adverseeffect on our ability to conduct our business.”The PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of the PRC.Therefore,we mayexperience difficult

302、ies in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to paydivide

303、nds or make other payments.See“Risk FactorsRisks Related to DoingBusiness in ChinaRestrictions on currency exchange may limit our ability toutilize our revenues or make foreign currency payments effectively.”Cash dividends,if any,on our ordinary shares will be paid in U.S.dollars.If we are considere

304、d a PRC tax resident enterprise for tax purposes,any dividendswe pay to our overseas shareholders may be regarded as China-sourced income and asa result may be subject to PRC withholding tax at a rate of up to 10%.A 10%PRCwithholding tax is applicable to dividends payable to investors that are non-r

305、esident enterprises.Any gain realized on the transfer of ordinary shares by suchinvestors is also subject to PRC tax at a current rate of 10%which in the case ofdividends will be withheld at source if such gain is regarded as income derivedfrom sources within the PRC.Pursuant to the Arrangement betw

306、een Mainland China and the HongKong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.However,the 5%w

307、ithholding tax rate does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project d

308、uring the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong entity must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate

309、 on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC Subsidiaries to i

310、tsimmediate holding company,Zhibao HK.As of the date of this prospectus,we havenot applied for the tax resident certificate from the relevant Hong Kong taxauthority.Zhibao HK intends to apply for the tax resident certificate when ourWFOE plans to declare and pay dividends to Zhibao HK.See“RiskFactor

311、sRisks Related to Doing Business in ChinaDividends payable to ourforeign investors and gains on the sale of our ordinary shares by our foreigninvestors may be subject to PRC tax.”Summary of Significant Risks Affecting Our CompanyOur business is subject to multiple risks and uncertainties,as more ful

312、lydescribed in“Risk Factors”and elsewhere in this prospectus.We urge you to read“Risk Factors”beginning on page 21 and this prospectus in full.Our significantrisks may be summarized as follows:Risks Related to Doing Business in ChinaWe are subject to risks and uncertainties relating to doing busines

313、s in Chinain general,including,but are not limited to,the following:Our ordinary shares may be delisted under the HFCA Act if the PRC adoptspositions at any time in the future that would prevent the PCAOB fromcontinuing to inspect or investigate completely accounting firmsheadquartered in mainland C

314、hina or Hong Kong.The delisting of ourordinary shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which amends the HFCA Act and requires the SEC to p

315、rohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three,thus reducing the time before our ordinary shares may be prohibited fromtrading or delisted.As a result,12Table of Contentstrading in our

316、securities may be prohibited under the HFCA Act,as amendedby the Accelerating Holding Foreign Companies Accountable Act,and relatedregulations if the PCAOB determines that it cannot inspect or investigatecompletely our auditor for a period of two consecutive years,and that asa result an exchange may

317、 determine to delist our securities.The HFCA Act,the Accelerating Holding Foreign Companies Accountable Act,which amendsthe HFCA Act,together with recent joint statement by the SEC and PCAOB,the PCAOBs determinations,and the Nasdaq rule changes all call foradditional and more stringent criteria to b

318、e applied to emerging marketcompanies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments add uncertainties to our offering.See“RiskFactors”beginning on page 21.Changes in the political and economic policies of the PR

319、C government or inrelations between China and the United States may materially andadversely affect our business,financial condition and results ofoperations and may result in our inability to sustain our growth andexpansion strategies.See“RiskFactors”beginning on page 23.Uncertainties in the interpr

320、etation and enforcement of PRC laws andregulations could limit the legal protections available to you and us.See“Risk Factors”beginning on page 24.The PRC government exerts substantial influence over the manner in whichwe conduct our business activities.The PRC government may also interveneor influe

321、nce our operations and this offering at any time,which couldresult in a material change in our operations and our ordinary sharescould decline in value or become worthless.See“Risk Factors”beginningon page 27.Our business processes a certain quantity of personal information,andfailure to protect pri

322、vate or sensitive information of end customers orimproper handling of such information could have a material and adverseeffect on our business.In light of recent events indicating greateroversight by the Cyberspace Administration of China,or CAC,over datasecurity,particularly for companies seeking t

323、o list on a foreignexchange,we are subject to a variety of laws and other obligationsregarding cybersecurity and data protection,and any failure to complywith applicable laws and obligations could have a material and adverseeffect on our business,our listing application with Nasdaq,financialconditio

324、n,results of operations,and the offering.See“Risk Factors”beginning on page 28.PRC regulation on loans to,and direct investment in,our PRC Subsidiariesby offshore holding companies and governmental control in currencyconversion may delay or prevent us from using the proceeds of thisoffering to make

325、loans to or make additional capital contributions to ourPRC Subsidiaries,which could materially and adversely affect ourliquidity and our ability to fund and expand our business.See“RiskFactors”beginning on page 32.The CSRC has recently released the New Overseas Listing Rulesfor China-based companie

326、s seeking to conduct overseas offering andlistingin foreign markets.The New Overseas Listing Rules requires thefilings of the overseas offering and listing plan by the PRC domesticcompanies with the CSRC under certain conditions,and the filing of theirunderwriters with the CSRC under certain conditi

327、ons and the submission ofan annual report to the of such filed underwriters CSRC within therequired timeline.Under the New Overseas Listing Rules,the PRCgovernment exerts more oversight and control over offerings that areconducted overseas and foreign investment in China-based issuers,whichcould sig

328、nificantly limit or completely hinder our ability to offeror continue to offer our ordinary shares to investors and could cause thevalue of our ordinary shares to significantly decline or such sharestobecome worthless.See“Risk Factors”beginning on page 38.Within our direct holding structure,substant

329、ial uncertainties exist withrespect to the requirement of China Banking and Insurance RegulatoryCommission and how it may impact the viability of our current corporatestructure,corporate governance and business operations.Risks Related to Our Business and IndustryIn the following discussion of risks

330、 related to our business and industry,unless otherwise provided,“we,”“us,”“our,”or“ourselves”refer toZhibaos PRC Subsidiaries or Zhibao China Group.Risks and uncertainties related to our business and industry include,but arenot limited to,the following:13Table of ContentsWe are dependent on key insu

331、rance companies on the supply of insuranceproducts to our end customers,the loss of which could adversely affectour business,financial condition and results of operations.See“RiskFactors”beginning on page 45.We are dependent on our B channels to reach end customers.Failure toacquire new B channels o

332、r retain existing B channels in a cost-effectivemanner,our business,financial condition and results of operations may bematerially and adversely affected.See“Risk Factors”beginning on page45.The innovative insurance technology and infrastructure we use to optimizeour insurance solutions require cont

333、inuous developments and upgrades.Wecannot assure you that these technologies will fully support our business.See“Risk Factors”beginning on page 46.The regulation on the requirement of a company to make a filing oninternet information service in China is subject to interpretation,andour operation of digital insurance broker services could be harmed if weare deemed to have violated applicable laws a