Zhibao Technology Inc. Reports Fiscal Year 2026 Financial Results and Files Annual Report on Form 20-F

Rhea-AI Summary

Zhibao Technology (NASDAQ: ZBAO) reported fiscal 2026 revenue of RMB 319.9 million, meeting preliminary guidance and returning to operating profit. Revenue rose 16% year over year. Operating income was RMB 9.2 million versus a RMB 53.5 million loss; net loss narrowed 95.3% to RMB 2.9 million. At June 30, 2026, negative working capital and accumulated losses raised substantial going-concern doubt before post-period transactions.

After year-end, Zhibao completed a US$154.7 million private placement, paid in 2,380 Bitcoins, and agreed to acquire NEXSYS for US$1 cash plus up to US$7.5 million in contingent shares. It also issued secured convertible notes between April and September 2026. A 1-for-50 reverse split took effect October 12, 2026, primarily to address Nasdaq's minimum bid price requirement. The company filed its annual report for the year ended June 30, 2026.

11 points · 3 major

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4 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointUS$154.7 million private placement consideration was fully paid through 2,380 Bitcoins after fiscal year-end. 28× market cap
• Major pointNEXSYS acquisition agreement covers 100% ownership for US$1 cash plus contingent share consideration.
• Major pointConvertible-note cash funding comprised US$3 million, US$500,000 and US$900,000 between April and September 2026.
• Moderate pointRevenue rose 16% year over year to RMB 319.9 million, meeting preliminary guidance.
• Moderate pointOperating income reached RMB 9.2 million, versus a RMB 53.5 million fiscal 2025 operating loss.
• Moderate pointNet loss narrowed 95.3% to RMB 2.9 million from RMB 62.0 million, meeting preliminary guidance.
• Moderate pointSelling and marketing expenses fell 44.6% to RMB 62.1 million from RMB 112.2 million.

4 minor points

• Minor pointGeneral and administrative expenses decreased 2.5% to RMB 42.9 million from RMB 44.0 million.
• Minor pointResearch and development expenses declined to RMB 9.6 million from RMB 10.9 million through IT headcount optimization.
• Minor pointLabuan reinsurance subsidiary received full licensing approval and began operations June 1, 2025.
• Minor point. Forward-looking: it has not happened yet and may not happen.Management's liquidity measures include negotiating bank-loan extensions, cost controls, staff streamlining and capital raisings.

Negative

• Major pointNegative working capital of RMB 6.9 million and RMB 196.5 million accumulated deficit raised going-concern doubt before post-period transactions.
• Major point442,000,000 PIPE units issued at US$0.35 each dilute holders; split-adjusted terms were 8,840,000 units at US$17.50.
• Major point. Forward-looking: it has not happened yet and may not happen.Senior secured convertible debt comprised US$3.33 million, US$566,666 and US$1 million notes, adding obligations and potential dilution.
• Major point. Forward-looking: it has not happened yet and may not happen.NEXSYS acquisition remains pending, with up to US$7.5 million payable in Class A shares against profit targets through December 31, 2028. 1.4× market cap
• Moderate pointTight cash flow led Zhibao to scale back marketing expenditures during fiscal 2026.

2 minor points

• Minor pointRemaining 926,437 split-adjusted PIPE units were delivered October 30, 2026, following shareholder approval.
• Minor point1-for-50 reverse split primarily addressed Nasdaq's minimum bid price requirement following a July 10, 2026 deficiency letter.

Key Figures

Total revenue: RMB 319.9 million (US$ 47.1 million) Revenue growth: 16% Income from operations: RMB 9.2 million (US$ 1.36 million) +5 more

Total revenue

RMB 319.9 million (US$ 47.1 million)

Fiscal year 2026

Revenue growth

16%

Year-over-year in fiscal year 2026

Income from operations

RMB 9.2 million (US$ 1.36 million)

Fiscal year 2026; compared with an operating loss of RMB 53.5 million in fiscal year 2025

Net loss

RMB 2.9 million (US$ 0.38 million), narrowed by 95.3%

Fiscal year 2026

PIPE financing

US$ 154.7 million, payable in 2,380 Bitcoins

Completed after fiscal year-end

NEXSYS earn-out

Up to US$ 7.5 million

Contingent consideration payable in Class A ordinary shares based on future net profit targets

Negative working capital

RMB 6.9 million (US$ 1.0 million)

As of June 30, 2026

Accumulated deficit

RMB 196.5 million (US$ 29.0 million)

As of June 30, 2026

Previous Earnings Reports

1 past event · Latest: Jan 13

Same Type 1 event

1. Jan 13

   FY2025 results

   24h Move

   -2.6%

   Reported RMB 62.0 million net loss and RMB 53.5 million operating loss alongside revenue growth.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 20-f, private placement, convertible notes, going concern, +1 more

5 terms

form 20-f regulatory

"filing of its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

private placement financial

"completed a private placement transaction valued at US$ 154.7 million"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

convertible notes financial

"issued senior secured convertible notes to 3i, LP"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

going concern financial

"creating substantial doubt regarding its ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

earn-out financial

"contingent earn-out consideration of up to US$ 7.5 million"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

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• Total Revenues grew 16% year-over-year to RMB 319.9 million (US$ 47.1 million), meeting previously issued preliminary guidance.
• Income from Operations turned positive to RMB 9.2 million (US$ 1.36 million), compared to an operating loss of RMB 53.5 million in fiscal year 2025.
• Net Loss narrowed by 95.3% to RMB 2.9 million (US$ 0.38 million) meeting previously issued preliminary guidance.
• PIPE Financing: Completed a private placement transaction valued at US$ 154.7 million (payable in 2,380 Bitcoins) post-fiscal year end, substantially bolstering liquid assets.
• Strategic M&A: Entered into a definitive merger agreement to acquire NEXSYS TECH SDN. BHD. to expand international capabilities and geographic reach.

Shanghai, China--(Newsfile Corp. - November 13, 2026) - Zhibao Technology Inc. (NASDAQ: ZBAO) ("Zhibao," "we," or the "Company"), a leading high-growth InsurTech company and pioneer of the 2B2C digital embedded insurance model in China, today announced its consolidated financial results for the fiscal year ended June 30, 2026, following the filing of its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission.

Fiscal Year 2026 Financial & Operational Highlights

Total revenues for fiscal year 2026 reached RMB 319.9 million (US$ 47.1 million), an increase of 16% from RMB 276.9 million in fiscal year 2025 and meeting previously issued preliminary guidance. This marks nine consecutive quarters of positive revenue growth since the Company's IPO. Growth was primarily driven by the expansion of digital insurance brokerage services across key business channels ("B channels"). Insurance Brokerage Fees accounted for approximately 99% of total revenues (RMB 316.8 million / US$ 46.7 million).

Total operating expenses decreased to RMB 114.4 million (US$ 16.8 million) from RMB 167.1 million in fiscal year 2025:

• Selling and marketing expenses decreased 44.6% to RMB 62.1 million (US$ 9.2 million) from RMB 112.2 million, primarily due to a significant decrease in marketing services fees, which were heavily incurred in the prior fiscal year for business expansion, whereas the Company scaled back such expenditures amid tight cash flow conditions in the current fiscal year
• General and administrative expenses decreased 2.5% to RMB 42.9 million (US$ 6.3 million) from RMB 44.0 million.
• Research and development expenses were RMB 9.6 million (US$ 1.4 million) compared to RMB 10.9 million, primarily through the optimization of IT staff headcount.

Income from operations turned positive to RMB 9.2 million (US$ 1.36 million), compared to an operating loss of RMB 53.5 million in fiscal year 2025.

Net loss narrowed significantly by 95.3% to RMB 2.9 million (US$ 0.38 million) from a net loss of RMB 62.0 million in fiscal year 2025, meeting previously issued preliminary guidance. Net loss per share (basic and diluted) was RMB 3.96 (US$ 0.58). Share and per-share amounts retroactively reflect the 1-for-50 reverse share split (the "Share Consolidation") effected on October 12, 2026.

As of June 30, 2026, the Company had accumulated more than 3,200 business channels and over 28 million end customers.

Operational & Strategic Expansion

• Vertical Market Leadership: Zhibao cemented market leadership across specialized digital insurance verticals, including commercial and consumer drone insurance, home property coverage embedded via natural gas utilities, and accident/liability coverage for sports and public events.
• Reinsurance Operations: Zhibao Labuan Reinsurance Company Limited, a wholly-owned subsidiary in Labuan, Malaysia, received full licensing approval and commenced operations on June 1, 2025, providing capital support and underwriting capacity for the Company's brokerage and MGU services.
• Pending NEXSYS Acquisition: On September 28, 2026, the Company entered into a definitive Merger and Acquisition Agreement to acquire 100% of Malaysia-based NEXSYS TECH SDN. BHD. for US$ 1.00 in cash at closing plus contingent earn-out consideration of up to US$ 7.5 million payable in Class A ordinary shares based on future net profit targets through December 31, 2028.

Capital Structure & Post-Period Developments

• August 2026 PIPE Financing: On August 17, 2026, the Company completed a private placement financing with a syndicate of non-U.S. investors, issuing 442,000,000 PIPE units (or 8,840,000 units following the Share Consolidation) at $0.35 per unit (or $17.50 following the Share Consolidation) for aggregate consideration of US$ 154.7 million in Bitcoin. The consideration was fully satisfied through the contribution of 2,380 Bitcoins to the Company's designated wallet. The remaining 46,321,848 PIPE Units (or 926,437 units following the Share Consolidation) under the agreement were delivered on October 30, 2026 following shareholder approval.
• Convertible Note Financing (3i, LP): Between April 2026 and September 2026, the Company issued senior secured convertible notes to 3i, LP under a securities purchase agreement, including an initial note of US$3.33 million for $3 million in cash consideration and a second note of US$ 566,666 for $500,000 in cash consideration, and a third note of US$1 million for $900,000 in cash consideration.
• Share Consolidation & Nasdaq Compliance: On September 29, 2026, shareholders approved the Share Consolidation, which became effective on October 12, 2026. The consolidation was primarily executed to bring the Company into compliance with Nasdaq's minimum bid price requirement following receipt of a deficiency letter on July 10, 2026.

Liquidity and Going Concern Update

The Company had negative working capital of RMB 6.9 million (US$ 1.0 million) and an accumulated deficit of RMB 196.5 million (US$ 29.0 million) as of June 30, 2026, creating substantial doubt regarding its ability to continue as a going concern prior to considering post-period transactions. Management is actively addressing cash requirements through (i) negotiated extensions of bank loan terms, (ii) strict cost controls, staff streamlining, and operational efficiency improvements, and (iii) capital raisings.

Management Commentary

"Fiscal year 2026 marked a major operational inflection point for Zhibao," said Ms. Jinmei Guo Hellstreom, Chief Executive Officer and Chief Financial Officer of Zhibao. "Through disciplined execution, scaling of our 2B2C embedded model, and strict expense controls, we delivered 15.5% top-line revenue growth, achieved positive operating income of RMB 9.5 million, and brought our net loss down by over 95% to near break-even."

Mr. Botao Ma, Director of Zhibao, added: "With our leadership position established across core verticals in China, the strategic addition of our Labuan reinsurance platform, the pending international acquisition of NEXSYS, and the completion of our landmark US$ 154.7 million PIPE financing, Zhibao enters fiscal 2027 with strong momentum and enhanced structural capabilities to drive international expansion and shareholder value."

About Zhibao Technology Inc.

Zhibao Technology Inc. is a leading and high-growth InsurTech company primarily engaging in providing digital insurance brokerage services through its operating entities. 2B2C ("to-business-to-customer") digital embedded insurance is the Company's innovative business model, which Zhibao pioneered in China. Zhibao launched the first digital insurance brokerage platform in China in 2020, powered by its proprietary PaaS ("Platform as a Service"). Zhibao has developed over 40 proprietary digital insurance solutions addressing different scenarios in a wide range of industries, including travel, sports, logistics, utilities, and e-commerce. For more information, please visit: ir.zhibao-tech.com.

Forward-Looking Statements

Statements in this press release about future expectations, plans, and prospects, including preliminary financial guidance and anticipated reporting dates, constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions identify forward-looking statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, except as required by law. These statements are subject to uncertainties and risks, including market conditions and other risk factors discussed in the "Risk Factors" section of our annual report on Form 20-F for the fiscal year ended June 30, 2026 and other reports filed with the SEC. Actual results may differ materially from those anticipated. Additional factors are discussed in the Company's filings with the SEC, available at www.sec.gov.

Investor Relations Contact

Zhibao Technology Inc.
Investor Relations Office
Email: ir@zhibao-tech.com

Skyline Corporate Communications Group, LLC
Scott Powell, President
Avenues Tower
1177 Avenue of the Americas, 5th floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323841

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were Zhibao Technology's fiscal 2026 financial results?

Zhibao reported RMB 319.9 million revenue, RMB 9.2 million operating income and RMB 2.9 million net loss for the year ended June 30, 2026. Revenue increased 16% year over year, operating results turned positive, and net loss narrowed 95.3%. Revenue and net loss met preliminary guidance.

When did Zhibao Technology's reverse split take effect, and what was the ratio?

Zhibao's 1-for-50 reverse share split took effect October 12, 2026. The company gives compliance with Nasdaq's minimum bid price requirement as the primary reason. Reported share and per-share amounts retroactively reflect the consolidation.

How much of Zhibao Technology's fiscal 2026 revenue came from insurance brokerage fees?

Insurance brokerage fees accounted for approximately 99% of total revenue, or RMB 316.8 million, in fiscal 2026.