Zhibao Tech SEC Filings

Zhibao Technology Inc. filed an amended Form 20-F for the fiscal year ended June 30, 2025, mainly to add and update exhibits to its previously filed annual report. The amendment includes various corporate, financing, employment and cooperation agreements, along with audit consents, internal policies, and required CEO and CFO certifications under the Exchange Act and Sarbanes-Oxley Act. The company reports that 16,105,132 Class A ordinary shares and 16,816,692 Class B ordinary shares were issued and outstanding as of June 30, 2025. The filing confirms the company’s Class A ordinary shares trade on the Nasdaq Capital Market under the symbol ZBAO and includes XBRL-related exhibit files.

Zhibao Technology Inc. files its annual report on Form 20-F, explaining its Cayman holding-company structure over PRC subsidiaries that provide digital insurance brokerage, managing general underwriter (MGU) and health services in China and new entities in Malaysia and additional PRC regions. The report notes Zhibao’s April 2024 Nasdaq IPO of Class A ordinary shares, raising gross proceeds of $6,000,000 plus $95,060 from a partial over-allotment. Management discloses substantial doubt about the company’s ability to continue as a going concern and two material weaknesses in internal control over financial reporting. It highlights extensive legal and regulatory risks tied to operating in China, including cybersecurity and data rules, foreign exchange controls, PRC approval and filing regimes for overseas listings, and potential trading prohibitions or delisting under the HFCA Act and Nasdaq rules. The report also notes that the CEO controls nearly all voting power through Class B shares, concentrating decision-making authority.

Zhibao Technology Inc. announced several executive leadership changes. Xiao Luo resigned as Chief Operating Officer effective November 30, 2025 and became Chief Marketing Officer effective December 1, 2025. He continues under an existing employment agreement with a subsidiary, earning a fixed base salary of RMB 45,000 (about $6,300) per month plus bonus and benefits, with non-compete, non-solicitation and confidentiality covenants.

The company appointed Xiaowei Le as Chief Operating Officer effective December 1, 2025. He is paid under a three-year employment agreement with a subsidiary, with a fixed base salary of RMB 50,000 (about $7,000) per month plus bonus and similar restrictive covenants. Zhibao also named Guangtong Ren as Chief Actuary effective December 1, 2025, under a three-year agreement providing a fixed base salary of RMB 50,000 (about $7,000) per month plus bonus. The company states there are no family relationships or related party transactions requiring disclosure for these executives.

Zhibao Technology Inc. (ZBAO) has changed its independent auditor. The audit committee approved the dismissal of Marcum Asia CPAs LLP as the company’s independent registered public accounting firm, effective November 24, 2025, and appointed HYYH CPA. LLC to serve in that role from the same date.

Marcum Asia’s reports on Zhibao’s consolidated financial statements for the years ended June 30, 2024 and 2023 contained no adverse or disclaimed opinions and were not qualified or modified for uncertainty, scope, or accounting principles. The company reports no disagreements with Marcum Asia on accounting, disclosure, or audit procedures, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting related to U.S. GAAP expertise and IT logical access security.

HYYH has previously been engaged to audit the financial statements of Zhonglian Jinan Insurance Brokers Co., Ltd., in which Zhibao agreed to acquire a 51% equity interest. Zhibao states it did not otherwise consult HYYH on accounting or auditing matters during its two most recent fiscal years.

Zhibao Technology Inc. (ZBAO) reported that Nasdaq has notified the company it is no longer in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its annual report on Form 20-F for the fiscal year ended June 30, 2025. The company has 60 calendar days from November 19, 2025 to submit a plan to regain compliance. If Nasdaq accepts this plan, Zhibao could receive up to 180 calendar days from the Form 20-F due date, or until May 13, 2026, to file the report and any subsequent required filings.

The notice does not immediately affect the listing of Zhibao’s Class A ordinary shares, which continue to trade on Nasdaq under the symbol “ZBAO”. However, if the company does not regain compliance with the reporting rule within the allowed period, its Class A ordinary shares may be subject to delisting from Nasdaq. Zhibao states that it is working diligently on the Form 20-F and intends to file it within the specified timeframe.

Zhibao Technology Inc. Schedule 13G shows that Beijing 1898 Youchuang Investment Center (Limited Partnership) and director Hong Li report beneficial ownership of 1,109,430 Class A ordinary shares, representing 6.8% of the issued and outstanding Class A shares. The filing states the figure is based on 16,298,174 Class A shares outstanding and excludes 16,816,692 Class B shares as of October 9, 2025. The reporting partnership is the record holder; Ms. Li is identified as its director and disclaims beneficial ownership beyond any pecuniary interest. Voting and dispositive power for these shares are reported as sole, with no shared power.

On 22 June 2025 Zhibao Technology Inc. ("ZBAO") executed a US$15 million Equity Purchase Agreement (ELOC) with Hudson Global Ventures. The two-year facility allows the company to issue multiple “Put Notices” directing Hudson to buy Class A ordinary shares. Each draw must be at least US$25,000 and may not exceed the lesser of US$2 million or 200 % of recent average trading value. Hudson will pay the lower of (i) 90 % of the prior-day close (Initial Purchase Price) or (ii) 90 % of the 3-day average closing price following share delivery (Market Price). A 4.99 % ownership cap limits any single purchase but not cumulative dilution.

Up-front consideration. ZBAO will immediately issue 140,000 commitment shares and may owe additional “make-whole” shares if the stock trades below the signing-day price at the six-month/registration measurement date. The company also signed a Registration Rights Agreement obligating it to file a resale registration statement within 180 days and seek effectiveness within 210 days.

Consulting Agreement. A separate April 2025 arrangement grants a consultant 153,846 shares plus 10 % of cash proceeds from any financing the consultant introduces, including this ELOC.

Investor implications. The ELOC provides flexible, non-debt liquidity without fixed interest expense, but it comes at a 10 % pricing discount and sizeable share issuances that could exert downward pressure on the share price. The additional consultant compensation compounds dilution. No financial results were disclosed in this Form 6-K.