Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
On September 28, 2026,
Zhibao Technology Inc. (the “Company”) issued a press release announcing its entry
into a definitive purchase agreement with NEXSYS TECH STD. BHD. (“NEXSYS”) . A copy of the press release is furnished as
Exhibit 99.1 to this report on Form 6-K.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit 99.1
Zhibao
Technology Signs Definitive Agreement to Acquire NEXSYS TECH for Planned AI Computing Infrastructure Business
KEY HIGHLIGHTS
| ● | Strategic
Acquisition: Zhibao Technology Inc. (NASDAQ: ZBAO) (“Zhibao,” “we,”
or the “Company”) has entered into a definitive Merger and Acquisition Agreement
dated September 28, 2026, to acquire 100% of the issued shares of NEXSYS TECH SDN. BHD. (“NEXSYS”),
a newly incorporated Malaysian entity set to develop an AI computing infrastructure business.
|
| ● | Performance-Based
Share Consideration: The transaction structure comprises $1 in cash at closing plus up
to $7.5 million in contingent earn-out consideration, payable solely through Class A ordinary
shares if NEXSYS achieves up to $3.015 million in cumulative audited net profit over a 27-month
evaluation term. |
| ● | Planned
AI Infrastructure Scope: NEXSYS’s planned operations focus on high-end GPU servers,
high-performance computing hardware, cluster integration, and hosting/leasing services for
applications including large model training and AI inference. |
| ● | Regional
Strategic Footprint: NEXSYS’s preliminary cooperation arrangements relate to data
center facilities in East Malaysia and Indonesia covering an aggregate rack power capacity
of approximately 26 megawatts (MW). |
NEW
YORK — September 28, 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 that it has
entered into a Merger and Acquisition Agreement dated September 28, 2026, with Choi Sai Wai, the sole shareholder of NEXSYS TECH SDN.
BHD. (“NEXSYS”), to acquire all of NEXSYS’s issued shares. NEXSYS is a newly incorporated Malaysian company through which
Zhibao intends to expand its strategic scope and develop an AI computing infrastructure business.
Completion
of the acquisition remains subject to customary closing conditions specified in the agreement.
Purchase
Consideration & Structure Under the terms of the agreement, the total consideration consists of:
| ● | Initial
Cash Consideration: $1 payable in cash at closing. |
| ● | Contingent
Earn-Out Consideration: Up to $7.5 million payable solely through the issuance of Zhibao’s
Class A ordinary shares, if and to the extent earned based on audited net profit. |
Entitlement
to earn-out consideration is governed solely by audited net profit targets, with a aggregate cumulative net profit target of $3.015 million
across the full 27-month evaluation term (supported by a reference revenue objective of $201 million).
The
$7.5 million represents a dollar-denominated cap on contingent share consideration, not an automatic cash payment or an amount due at
closing. No consideration shares will be issued before the applicable audited results and corresponding earn-out amounts have been finally
determined.
Overview
of Planned AI Computing Infrastructure Business NEXSYS is a newly incorporated entity with no historical operating business or operating
results prior to this transaction. Following closing, its proposed business is expected to focus on high-end GPU servers and high-performance
computing hardware, computing cluster integration and deployment, computing power hosting and leasing, and related scheduling and maintenance
services. Target applications include large model training, AI inference, scientific computing, and 3D rendering.
According
to information provided by NEXSYS management and recorded in the agreement:
| ● | Hardware
Procurement & Supply Chain: NEXSYS has completed know-your-customer (KYC) verification
in Malaysia in connection with the proposed procurement of systems incorporating top-of-the-line
GPUs. Management reports the ability to place orders directly with leading server manufacturers
and suppliers, with estimated delivery lead times of 4 to 8 weeks per order. All procurement
remains subject to supplier acceptance, product availability, applicable export controls,
and regulatory requirements. |
| ● | Data
Center Infrastructure Arrangements: NEXSYS has established cooperation arrangements relating
to internet data center (IDC) facilities in East Malaysia and Indonesia covering an aggregate
rack power capacity of approximately 26 megawatts (MW). The scope and availability of NEXSYS’s
rights remain subject to underlying agreements. |
| ● | Target
Customer Market: The business is intended to serve overseas computing power leasing and
related service needs of Chinese AI companies. Several leading Chinese technology and AI
companies have been identified by NEXSYS management as prospective target customers, but
do not represent existing customers or binding purchase commitments. |
Performance-Based
Share Consideration Mechanism The agreement establishes a 27-month evaluation term from October 1, 2026, through December 31, 2028,
divided across five evaluation periods:
| ● | Target
Objectives: Over the full term, contractual reference business objectives comprise aggregate
revenue of $201 million and a reference net profit margin of 1.5%, establishing an aggregate
net profit earn-out target of $3.015 million. Only audited net profit governs entitlement
to earn-out consideration. |
| ● | Evaluation
Periods & Base Earn-Out: Each of the five evaluation periods carries a net profit
target and a maximum base earn-out of $1.5 million (calculated as $1.5 million multiplied
by actual audited net profit divided by that period’s target, capped at 100%). |
| ● | Catch-Up
& Acceleration: Cumulative catch-up provisions allow previously unearned amounts
to be restored if cumulative audited net profit meets aggregate targets. If cumulative audited
net profit reaches $3.015 million before December 31, 2028, the remaining balance of the
$7.5 million maximum becomes earned. |
| ● | Audit
& Share Pricing: Net profit will be measured under U.S. GAAP after income taxes and
audited by an independent external auditor. Earned consideration shares will be issued within
five business days following final audit determination. The share count will equal the finally
determined dollar amount divided by the official NASDAQ closing sale price on the trading
day immediately preceding the actual issue date. |
Closing
Terms The acquisition is expected to close within 30 days after signing, subject to customary closing conditions, including satisfactory
completion of due diligence, clear title, and required corporate and regulatory approvals. At closing, Zhibao will become NEXSYS’s
sole shareholder and consolidate its financial results from the date control is obtained.
Management
Commentary “I am excited to welcome the NEXSYS team to the Zhibao family,” said Ms. Jinmei Guo Hellstroem, CEO of Zhibao
Technology. “I expect this transaction will open a new revenue stream for Zhibao and advance our goals of diversifying revenue
and business across different countries, and to bolster our technological capabilities in the fintech and insurtech spaces.”
“Since
our founding in 2015, Zhibao has prided itself on our technical ability – using our Platform as a Service (PaaS) to deliver embedded
insurance solutions to individual and SME customers via our 2B2C business model,” said Mr. Botao Ma, Director of Zhibao. “With
this step, we solidify our technological leadership, which I expect will turbocharge our ability to use innovative technologies to provide
valuable insurance and other services to our existing and new customers.”
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, as well as any other statements regarding
matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities
Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “is/are likely to,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company undertakes
no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or
changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties
and risks including, but not limited to, the uncertainties related to market conditions, the receipt of shareholder approval, the satisfaction
of post-closing covenants, and other factors discussed in the “Risk Factors” section of our annual reports on Form 20-F (as
amended) and registration statements on Form F-1 (as amended) that have been filed or will be filed from time to time with the SEC. Although
the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated
results and encourages investors to review other factors that may affect its future results in the Company’s registration statements
and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review
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
3
Exhibit 99.2
Merger and Acquisition Agreement
Seller
Name: CHOI SAI WAI (the “Seller”), the
sole shareholder of the Target Company
Address: SSMOSENTRAL, NO. 7, JALAN STESEN SENTRAL
5, KUALA LUMPUR SENTRAL, 50623 KUALA LUMPUR.
Purchaser
Name: Zhibao Technology Inc. (the “Purchaser”)
Registered Address：Sertus Chambers,
Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, Cayman Islands
1、Recitals
Target Company: NEXSYS TECH SDN. BHD., a company incorporated in
Malaysia (the “Target Company”)
The Seller is the sole shareholder of NEXSYS TECH SDN. BHD. (the “Target
Company”), holding one hundred percent (100%) of its equity interests. The Target Company is newly incorporated and, according to
information provided by its management, had no historical operating business or meaningful historical operating results prior to this
Transaction. Following the acquisition, its proposed business will focus on the supply of high-end GPU servers and high-performance computing
hardware, computing cluster integration and deployment, computing power hosting and leasing, and related scheduling, operation and maintenance
services for applications including large model training, AI inference, scientific computing and 3D rendering. The Seller intends to sell
all of the equity interests in the Target Company to the Purchaser on the terms of this Agreement.
According to information provided by the Target Company’s management,
the Target Company has completed know-your-customer (KYC) verification in Malaysia in connection with the proposed procurement of systems
incorporating NVIDIA H200 and B300 GPUs. Management reports that the Target Company is able to place orders directly with server manufacturers
and suppliers, including Supermicro, Dell, GIGABYTE and Lenovo, with estimated delivery lead times of four (4) to eight (8) weeks per
order. Such procurement and delivery remain subject to supplier acceptance, product availability, applicable export control and other
regulatory requirements, and any required approvals or re-verification following the change of ownership. KYC verification does not itself
constitute an export licence or a guarantee of supply or delivery.
According to information provided by the Target Company’s management,
its cooperation arrangements relating to internet data centre (IDC) facilities in East Malaysia and Indonesia cover aggregate rack power
capacity of approximately 26 megawatts (MW). This figure describes capacity associated with those cooperation arrangements and does not,
by itself, establish capacity owned, exclusively reserved, commissioned or presently available for use by the Target Company; the scope
and availability of its rights are subject to the relevant underlying agreements. The proposed business is intended to serve the overseas
computing power leasing and related service needs of mainland Chinese AI companies, with Kingsoft Cloud, Baidu and Zhipu AI identified
by management as target customers. These references do not constitute statements that those companies are existing customers or have entered
into binding purchase or service commitments. Any services will be subject to applicable end-user, end-use and other legal requirements.
The Purchaser, Zhibao Technology Inc., is an overseas holding company
incorporated in the Cayman Islands, which primarily operates through its domestic subsidiary, Zhibao Technology Co., Ltd. Zhibao Technology
is a leading insurtech company in China. It redefines insurance brokerage services with the model of “Technology + Insurance Brokerage”
and acts as a pioneer in the digital transformation of the insurance brokerage industry. The Purchaser provides tailor-made digital insurance
solutions for B-end channels (covering a wide range of industries and organizations, including but not limited to internet platforms,
large and medium-sized enterprises, and government institutions), embeds such solutions into the existing business matrix of the channels,
and delivers digital insurance brokerage services to the C-end customers of those channels. Meanwhile, through this acquisition, the Purchaser
can expand its business scope, acquire the business resources of the Target Company, promote AI business development and achieve mutual
benefits and win-win results for both parties.
2、Core
Transaction Terms
(1) Transaction Subject Matter
The Seller shall sell and transfer to the Purchaser, and the Purchaser
shall acquire from the Seller, all of the issued shares of the Target Company, representing one hundred percent (100%) of its equity interests
(the “Sale Shares”), free from all liens, pledges, charges, security interests and other encumbrances, together with all rights
attaching to them at Closing. This Transaction is a share acquisition. Legal title to the Target Company’s assets, contractual rights,
licences and business resources shall remain with the Target Company, and its liabilities shall remain its liabilities. The Purchaser
does not directly assume any personal liabilities of the Seller. Upon Closing, the Purchaser shall control the Target Company through
ownership of the Sale Shares and shall consolidate its financial results from the date control is obtained, to the extent required by
generally accepted accounting principles in the United States (“US GAAP”), including applicable intercompany eliminations.
(2) Transaction Price and Payment Method
The consideration for the Sale Shares shall comprise (i) one United
States dollar (USD 1), payable to the Seller in cash at Closing, and (ii) additional contingent consideration of up to an aggregate of
USD 7,500,000 (the “Earn-Out Consideration”), payable solely by issuance of the Purchaser’s Class A ordinary shares
(the “Consideration Shares”) in accordance with this Section 2(2). The USD 1 is additional to the Earn-Out Consideration.
No Consideration Shares shall be issued before the applicable audited results and corresponding Earn-Out Amount have been finally determined
under this Section. The evaluation term runs from 1 October 2026 to 31 December 2028 and comprises the five evaluation periods set out
below (each an “Evaluation Period”).
Only the Net Profit Targets determine entitlement
to Earn-Out Consideration. Revenue figures and net profit margin figures below are reference business objectives and are not separate
payment conditions. Each Evaluation Period has a maximum base Earn-Out Amount of USD 1,500,000, subject to the catch-up and acceleration
provisions below. All amounts are in United States dollars.
| Evaluation period | |
Reference revenue
USD | | |
Net Profit Target
USD | | |
Reference net margin | | |
Maximum base earn-out
USD | |
| 1 Oct–31 Dec 2026 | |
| 45,000,000 | | |
| 675,000 | | |
| 1.5 | % | |
| 1,500,000 | |
| 1 Jan–30 Jun 2027 | |
| 33,500,000 | | |
| 502,500 | | |
| 1.5 | % | |
| 1,500,000 | |
| 1 Jul–31 Dec 2027 | |
| 33,500,000 | | |
| 502,500 | | |
| 1.5 | % | |
| 1,500,000 | |
| 1 Jan–30 Jun 2028 | |
| 44,500,000 | | |
| 667,500 | | |
| 1.5 | % | |
| 1,500,000 | |
| 1 Jul–31 Dec 2028 | |
| 44,500,000 | | |
| 667,500 | | |
| 1.5 | % | |
| 1,500,000 | |
| Total | |
| 201,000,000 | | |
| 3,015,000 | | |
| | | |
| 7,500,000 | |
Agreed Terms
(a) Net Profit. “Net Profit” means the Target Company’s
net income or net loss after income taxes attributable to the relevant Evaluation Period, determined in accordance with US GAAP, consistently
applied, and reconciled to the Target Company’s results included or required to be included in the Purchaser’s consolidated
financial statements. Transactions and balances between the Target Company and other members of the Purchaser’s consolidated group,
including internal agreements, shall be eliminated to the extent required by US GAAP; they shall not create duplicate revenue or profit
for this calculation. Taxes, operating costs, depreciation and amortisation, finance costs, credit losses, and other expenses or gains
properly attributable to the Target Company shall be recognised as required by US GAAP, without discretionary add-backs or contractual
exclusions from GAAP net income. Group costs shall be allocated on a reasonable and consistently applied basis. Net Profit shall not include
results of the Purchaser’s other businesses or Target Company results arising before the Purchaser obtains control. If control is
obtained after 1 October 2026, only post-control results within the first Evaluation Period count; the stated Net Profit Target remains
unchanged unless the Parties agree otherwise in writing.
(b) Audit and determination. The Purchaser shall procure an audit of
the financial information supporting Net Profit for each Evaluation Period by an independent external auditor engaged by the Purchaser.
An unaudited management account or review alone is insufficient. Within ninety (90) calendar days after the end of each Evaluation Period,
the Purchaser shall deliver to the Seller the audited financial information, a schedule reconciling Net Profit to the Purchaser’s
consolidated reporting, and a written statement of the Net Profit and corresponding Earn-Out Amount approved by the Purchaser’s
Board of Directors (the “Determination Statement”). The Purchaser shall not unreasonably delay obtaining the audit or approving
and delivering the Determination Statement. The period-specific audit need not await publication of the Purchaser’s annual report,
provided it covers the relevant Evaluation Period and supports that reconciliation.
The Seller shall have ten (10) Business Days after receipt to give
a written objection identifying each disputed item and its basis, and shall be given reasonable access to the relevant supporting records,
subject to confidentiality and applicable auditor restrictions. The Determination Statement becomes final when the Seller accepts it in
writing or, absent a timely objection, on expiry of that ten-Business-Day period. Timely disputed items shall first be discussed in good
faith for ten (10) Business Days and, if unresolved, be referred to an independent accounting firm jointly appointed by the Parties to
act as an expert, not an arbitrator. Its determination, within the scope of the disputed accounting and calculation issues and this Agreement,
shall be final absent manifest error or fraud. Its costs shall be borne equally. If the Parties cannot agree an expert within ten (10)
Business Days, either Party may refer the dispute to the courts specified in Section 7. Any undisputed Earn-Out Amount shall be finally
determined and payable separately without awaiting resolution of disputed items.
(c) Proportionate earning. For each Evaluation Period, the “Completion
Ratio” is the actual audited Net Profit for that Evaluation Period divided by the Net Profit Target for that Evaluation Period,
subject to a minimum of zero (0) and a maximum of one (1). The “Base Earn-Out Amount” equals USD 1,500,000 multiplied by the
Completion Ratio. Accordingly, a loss or zero Net Profit gives a Base Earn-Out Amount of zero; 80% achievement gives USD 1,200,000; and
achievement of 100% or more gives USD 1,500,000. No period can generate more than USD 1,500,000 of base consideration. Excess Net Profit
is relevant only to the cumulative catch-up and acceleration provisions below.
(d) Cumulative catch-up. At the end of an Evaluation Period, if cumulative
audited Net Profit from the start of the evaluation term through that period, including losses, equals or exceeds the aggregate Net Profit
Targets for all Evaluation Periods then ended, the Seller shall be entitled to the full aggregate base consideration for those ended periods.
The additional “Catch-Up Amount” equals the greater of zero and: (USD 1,500,000 multiplied by the number of ended Evaluation
Periods) minus all Earn-Out Amounts previously finally determined minus the current Base Earn-Out Amount. Before that cumulative target
is met, no Catch-Up Amount is payable. This provision restores previously unearned consideration for ended periods only; it does not duplicate
amounts already earned or accelerate future periods except under paragraph (f).
(e) Cap and expiry. The current “Earn-Out Amount” equals
the Base Earn-Out Amount plus any Catch-Up Amount or acceleration amount, in each case subject to an aggregate cap of USD 7,500,000 for
all Earn-Out Amounts. Amounts previously finally determined count toward the cap whether or not the corresponding Consideration Shares
have yet been issued. Following final determination for the last Evaluation Period and resolution of any timely objection relating to
it, any remaining unearned entitlement expires without payment. No unearned shares are issued or placed in escrow, and no cancellation
of unissued shares is required. Subsequent operating underperformance alone does not require return of Consideration Shares validly issued
on the basis of previously final determinations; rights arising from fraud, error or an applicable financial restatement are not waived.
(f) Early completion. If, at the end of any Evaluation Period before
31 December 2028, cumulative audited Net Profit, including losses, equals or exceeds the full-term aggregate Net Profit Target of USD
3,015,000, the Seller shall become entitled to the entire USD 7,500,000 Earn-Out Consideration, less all Earn-Out Amounts previously finally
determined. The remaining amount shall be determined and issued under the same audit, determination and issuance procedures. It supersedes,
rather than adds to, any base or catch-up entitlement for that determination date. No further Earn-Out Amount is payable once the aggregate
cap has been reached.
(g) Share issuance and price. The Purchaser shall issue the Consideration
Shares within five (5) Business Days after the applicable audited results and corresponding Earn-Out Amount have both become final under
paragraph (b) (the “Final Determination Date”). No automatic issuance occurs merely because an Evaluation Period has ended,
and no escrow is required under this Agreement. Consideration Shares shall be issued as fully paid Class A ordinary shares to the Seller
or a company designated by the Seller in writing. Before issuance, any designated recipient shall supply its identity and beneficial ownership
information and execute the securities-law representations and transfer restrictions reasonably required for a lawful issuance. Such designation
does not release the Seller from his obligations.
The “Issue Date” is the date on which the Consideration
Shares are validly allotted and issued and the recipient is entered in the Purchaser’s register of members, directly or through
its transfer agent. The “Reference Price” is the official closing sale price in US dollars of one Class A ordinary share on
Nasdaq for the Trading Day immediately preceding the Issue Date, as reported by Nasdaq. If no Nasdaq closing sale price is available for
that Trading Day, use the most recent preceding Trading Day for which such a price is available. A “Trading Day” is a day
on which Nasdaq is open for trading. If the Class A ordinary shares are no longer traded on Nasdaq, use the official closing sale price
on their principal public trading market on the same basis; if no public market price is available, the Parties shall agree a fair market
value in writing before issuance. Any inability to establish a lawful Reference Price shall be addressed promptly by the Parties and shall
not extinguish the earned entitlement.
The number of Consideration Shares for each issuance equals the applicable
finally determined Earn-Out Amount divided by the Reference Price, rounded down to the nearest whole share. No fractional share shall
be issued. The Reference Price shall be adjusted proportionately for any share split, consolidation, bonus issue or similar capital reorganisation
effective between the relevant price observation and the Issue Date, to avoid double adjustment or a distortion of value. Catch-Up Amounts
and acceleration amounts use the Reference Price for their own actual Issue Date, not any earlier period’s price. The Reference
Price is not fixed by reference to the signing date. The aggregate dollar cap remains USD 7,500,000; this Agreement does not fix a maximum
aggregate number of Consideration Shares.
The Purchaser shall take timely steps to obtain corporate authorisations,
maintain sufficient authorised shares, and satisfy applicable securities laws, Nasdaq notification requirements and any shareholder approval
requirement or available exemption. No unlawful issuance is required, but these requirements do not entitle the Purchaser to cancel an
earned payment obligation or unreasonably delay its performance. The five-Business-Day deadline remains binding to the extent lawful.
Any legally necessary delay shall be notified promptly with reasons, and the Purchaser shall diligently remove the impediment and issue
as soon as legally permitted. No cash substitute is required unless the Parties agree in writing. For purposes of this Agreement, “Business
Day” means a day other than a Saturday, Sunday or public holiday on which commercial banks are open for general business in the
Cayman Islands, Kuala Lumpur and New York.
(3) Transaction Closing
Closing Date: Subject to Section 3, the Parties shall complete the
transfer of the Sale Shares and the other closing deliveries (“Closing”) within thirty (30) days after the date this Agreement
is signed by both Parties, or on another date agreed in writing. Earn-Out Consideration is determined and issued after Closing under Section
2(2) and is not required to be paid at Closing.
Closing Deliverables: (1) Share Transfer. The Seller shall deliver
duly executed share transfer instruments, any existing share certificates and all other documents required to transfer the Sale Shares
to the Purchaser. The Seller shall procure the required Target Company approvals and cooperation for the transfer, applicable stamping
and registration formalities, cancellation or replacement of certificates as appropriate, and entry of the Purchaser as holder of all
Sale Shares in the Target Company’s register of members, in accordance with Malaysian law and the Target Company’s constitution.
The Purchaser shall pay the USD 1 initial consideration at Closing. Upon completion, the Purchaser shall become the sole shareholder of
the Target Company.
(2) Assets and Management Handover. All assets, contractual rights,
licences and liabilities of the Target Company shall remain with the Target Company. The Seller shall procure delivery to the Target Company’s
management designated by the Purchaser of control over its premises, assets, records, bank mandates, systems and corporate materials to
the extent applicable and legally transferable. The Parties shall sign an asset and management handover list. No direct transfer of legal
title to the Target Company’s assets to the Purchaser is effected by this Agreement.
(3) Document Handover. The Seller shall deliver or procure delivery
to the Purchaser or the Target Company’s designated management of all relevant Target Company corporate, financial, tax, contractual
and business records in his possession or control, and the Parties shall sign a document handover list.
(4) Closing Expenses: Relevant expenses arising from the closing process
(including but not limited to registration change fees, taxes and duties, audit and valuation fees, legal fees, etc.) shall be borne by
the Purchaser.
3、Conditions
Precedent
This Agreement shall be binding upon signature as provided in Section
7. The Parties’ obligation to complete Closing, rather than the effectiveness of this Agreement, is subject to satisfaction of the
following conditions precedent. A condition benefiting a Party may be waived by that Party in writing to the extent legally permissible;
a mandatory legal requirement may not be waived.
Seller Capacity and Target Company Approvals: The Seller shall have
full legal capacity and authority to enter into and perform this Agreement and transfer the Sale Shares. The Seller shall procure all
board or shareholder resolutions and other approvals of the Target Company required under Malaysian law and its constitution to register
the transfer and implement Closing.
Purchaser Approvals: The Purchaser shall obtain the necessary board
approval or ratification for this Agreement, the acquisition and the contingent Class A share consideration. Its decision-making procedures
shall comply with its constitutional documents and applicable Cayman Islands law. Any further approvals, notifications or exemptions required
before an issuance of Consideration Shares shall be addressed in accordance with Section 2(2)(g).
Completion of Due Diligence: The Purchaser shall complete due diligence
on the Target Company’s financial position, legal matters, business, assets, contracts and liabilities, and on the Seller’s
identity, capacity and title to the Sale Shares. The results shall be satisfactory to the Purchaser, and the Parties shall agree how identified
issues will be resolved.
Clear Title and Consents: The Seller shall have clear title to the
Sale Shares, free from encumbrances and third-party rights, including any unwaived pre-emption rights. The Target Company shall have valid
title to its assets and valid rights under its material contracts, subject only to matters disclosed in writing to and accepted by the
Purchaser. Required third-party or regulatory consents for the share transfer or resulting change of control shall have been obtained.
There shall be no undisclosed material litigation, arbitration or other dispute affecting the Target Company or the Sale Shares.
4、Rights
and Obligations
(1) Rights and Obligations of the Seller
Rights: The Seller may reasonably coordinate the Purchaser’s
due diligence, require the Purchaser to perform its payment and Closing obligations, and exercise his rights under Section 6 if the Purchaser
breaches this Agreement. These rights are subject to the express provisions on audit and determination, permitted disclosure and dispute
resolution.
Obligations: The Seller warrants that he legally and beneficially owns
all Sale Shares, has the right to transfer them, and will transfer them with clear title. He shall fully, truthfully and accurately disclose
information concerning the Target Company’s finances, operations, assets, contracts, liabilities, employees and other material matters,
together with information concerning his identity, capacity and title to the Sale Shares. He shall provide or procure relevant materials
for due diligence and cooperate in the share transfer, management handover and document delivery. Any agreed employee arrangements concern
employees of the Target Company. Confidentiality obligations are subject to Section 5. After Closing, obligations to procure Target Company
action rest with the Purchaser as its controller, except for the Seller’s continuing obligation to supply records and assistance
within his possession or control.
(2) Rights and Obligations of the Purchaser
Rights: The Purchaser may conduct the due diligence specified in Section
3, require accurate disclosures and supporting documents, and, before Closing, terminate this Agreement if material due diligence issues
remain unresolved. It is entitled to acquire the Sale Shares and exercise the resulting shareholder rights over the Target Company, including
control of its management, subject to applicable law and the Target Company’s constitution.
Obligations: The Purchaser shall comply with reasonable due diligence
arrangements, cooperate with the Seller in the share transfer and Closing deliveries, and pay the consideration in accordance with Section
2(2). It shall maintain the Target Company’s accounting records and procure the agreed audits and determinations after Closing.
Target Company liabilities remain with the Target Company, without a direct assumption by the Purchaser of the Seller’s personal
liabilities. Confidentiality obligations are subject to Section 5.
5、Confidentiality
Clause
Confidential Information means non-public information relating to this
Transaction, this Agreement, either Party or the Target Company, including financial and asset information and due diligence materials.
Information lawfully in the public domain other than through a breach of this Agreement is not Confidential Information.
Neither Party shall disclose Confidential Information without the other
Party’s prior written consent, except to its directors, officers, employees and professional advisers who reasonably need to know
it for the Transaction and are subject to appropriate confidentiality obligations, or as expressly permitted below.
Notwithstanding any other provision of this Agreement, either Party,
and in particular the Purchaser as a public company, may disclose this Agreement, the Transaction and related information to the extent
required by applicable law, regulation, a court or competent authority, the United States Securities and Exchange Commission, Nasdaq or
another applicable securities exchange. This includes filing or furnishing Form 6-K and other required reports, attaching this Agreement
or related documents, and issuing any press release or public announcement required in connection with such obligations. No prior consent
of the Seller or any other Party is required for such disclosure. To the extent lawful and reasonably practicable, the disclosing Party
shall consult the other Party in advance concerning the disclosure, but consultation shall not confer a veto or delay compliance with
a disclosure deadline. Disclosure authorised by this paragraph shall not constitute a breach of this Agreement or give rise to confidentiality
damages.
This Section 5 shall survive termination or completion of this Agreement
for two (2) years. A Party that breaches this Section shall compensate the other Party for actual losses caused by the breach, subject
to the permitted disclosures above.
6、Liability
for Breach of Contract
If the Seller makes a misrepresentation, conceals information or omits
a material disclosure concerning the Target Company, his capacity or title to the Sale Shares, in breach of this Agreement, and thereby
causes loss to the Purchaser, the Seller shall compensate the Purchaser for its actual losses. The Purchaser may terminate this Agreement
before Closing for such breach. Following Closing, its claims for compensation and other available remedies survive, subject to applicable
law.
If the Seller fails to cooperate with agreed due diligence, the share
transfer or management and document handover, or unreasonably delays Closing for more than thirty (30) days, the Purchaser may terminate
this Agreement before Closing and claim compensation for its actual losses.
If the Purchaser breaches this Agreement and the breach continues for
more than thirty (30) days after written notice requiring cure, the Seller may terminate this Agreement before Closing and claim compensation
for actual losses. After Closing, the Seller may enforce any finally determined payment obligation and pursue available remedies, but
non-payment does not itself automatically reverse the transfer of the Sale Shares.
A Party that unlawfully discloses Confidential Information in breach
of Section 5 shall compensate the other Party for actual losses thereby caused. Disclosure expressly permitted by Section 5 is not a breach.
Termination before Closing does not waive accrued rights or liabilities
for prior breach, or obligations expressed to survive. Following Closing, termination does not automatically revest the Sale Shares in
the Seller or cancel validly issued Consideration Shares; any rescission, retransfer or cancellation requires a separate lawful basis
and the necessary implementation steps. The specific earn-out determination and dispute procedures in Section 2(2) apply to disputes within
their scope.
7、Miscellaneous
If performance is prevented or delayed by force majeure, including
natural disaster, war or a change in applicable law, the affected Party shall promptly notify the other Party and take reasonable mitigation
steps. It shall not be liable for the affected delay to the extent caused by the event. If the event continues for more than thirty (30)
days before Closing, either Party may terminate by written notice. After Closing, force majeure does not automatically reverse the Transaction
or extinguish an accrued payment obligation, and the Parties shall agree lawful steps to address the affected performance.
Transaction expenses, including applicable audit, valuation, legal,
registration and transfer costs, shall be borne by the Purchaser as provided in Section 2(3). This allocation does not change the inclusion
of costs and taxes in Net Profit where required under US GAAP.
Governing Law and Jurisdiction: This Agreement and any non-contractual
obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Cayman Islands.
Subject to the accounting expert procedure in Section 2(2), the courts of the Cayman Islands shall have exclusive jurisdiction over disputes
arising out of or in connection with this Agreement, and each Party irrevocably submits to that jurisdiction. This choice of law does
not displace mandatory Malaysian laws governing the Target Company’s corporate affairs, the transfer and registration of the Sale
Shares or its local assets, or other applicable mandatory laws, including securities laws governing issuance of the Consideration Shares.
This Agreement takes effect on the date it has been signed by the Seller
personally and by a duly authorised representative of the Purchaser. Closing remains subject to Section 3. This Agreement constitutes
the entire agreement between the Parties concerning the Transaction and may be amended only by a written instrument signed by both Parties.
It may be executed in counterparts, including by electronic signature to the extent permitted by applicable law, each of which is an original
and together constitute one instrument.
[Signature Page Follows]
SIGNATURE PAGE
IN WITNESS WHEREOF, the Seller has signed personally and the Purchaser
has caused this Agreement to be signed by its duly authorised representative.
| SELLER |
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| CHOI SAI WAI |
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| Signature: |
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| Date: |
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| PURCHASER |
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| Zhibao Technology Inc. |
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| By: |
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| Name: |
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| Title: |
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| Date: |
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