Zhibao approves conditional 1-for-50 reverse split

The expanded authorization raises the ceiling to 2,000,000,000 ordinary shares; the approved consolidation remains subject to a sub-US$0.12 trading-price trigger.

Rhea-AI Filing Summary

Zhibao Technology Inc. shareholders approved an increase in authorized share capital from US$50,000 divided into 500,000,000 ordinary shares to US$200,000 divided into 2,000,000,000 ordinary shares, including 1,500,000,000 newly created Class A shares; the Class B authorization remains 50,000,000. The amended and restated articles became effective September 29, 2026. They give Botao Ma veto rights over Board decisions and allow an interested director to vote and count toward quorum after disclosing the interest.

Shareholders also approved a 50-for-1 consolidation, conditional on a closing bid price below US$0.12 on any trading day; it is to take effect on the 15th trading day after that trigger or a later date accepted by Nasdaq. Jinyang Gu resigned as CFO effective September 26, 2026, and CEO Jinmei Guo Hellstroem will serve as interim CFO until the Board designates a successor. Xiaowei Le resigned as COO effective September 15, 2026. Both resignations were attributed to personal reasons and stated not to involve disagreement with the company.

Key Figures

Previously authorized ordinary shares: 500,000,000 shares Authorized ordinary shares after increase: 2,000,000,000 shares Newly created Class A shares: 1,500,000,000 shares +4 more

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Previously authorized ordinary shares 500,000,000 shares Before the approved share capital increase

Authorized ordinary shares after increase 2,000,000,000 shares Approved share capital increase

Newly created Class A shares 1,500,000,000 shares Approved share capital increase

Authorized Class B shares 50,000,000 shares After the approved share capital increase

Share consolidation ratio 50 shares into 1 share Approved consolidation, subject to the stated price trigger

Consolidation price trigger Below US$0.12 per share Closing bid price on any trading day

Shares present or represented 418,109,184 shares Extraordinary general meeting on September 29, 2026

Key Terms

authorised share capital, ordinary resolution, special resolution, quorum

4 terms

authorised share capital financial

"the authorised share capital of the Company be increased"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

ordinary resolution regulatory

"approved, by ordinary resolution"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"adopt, by special resolution"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

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

How many ZBAO shares were represented at the extraordinary meeting?

A total of 418,109,184 shares were present or represented by valid proxy, constituting a quorum. The 449,264,625 Class A ordinary shares entitled to vote were outstanding as of September 1, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/02/2026 - 04:06 PM Accepted by SEC EDGAR 10/02/2026 - 04:05 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-42000

Zhibao Technology Inc.

(Translation of registrant’s name into English)

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai, China, 201204

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒            Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of Extraordinary General Meeting of Shareholders held on September 29, 2026

On September 29, 2026, Zhibao Technology Inc. (the “Company”) conducted its Extraordinary General Meeting (the “EGM”) at its headquarters in Shanghai, China and virtually.

The number of Class A ordinary shares of the Company entitled to vote at the EGM was 449,264,625 Class A ordinary shares outstanding as of September 1, 2026, the record date (“Record Date”) for the EGM (such shares, the “Voting Shares”). No other shares of the Company’s capital shares were entitled to vote at the EGM.

The number of Voting Shares present or represented by valid proxy at the EGM was 418,109,184 shares, constituting a quorum. At the EGM, the Company’s shareholders adopted all four proposals presented at the EGM for voting, which included:

	(i)	Proposal No. 1 - to approve, by ordinary resolution, the authorised share capital of the Company be increased from US$50,000 divided into 500,000,000 ordinary shares with a par value of US$0.0001 each consisting of (i) 450,000,000 Class A ordinary shares with a par value of US$0.0001 each; and (ii) 50,000,000 Class B ordinary shares with a par value of US$0.0001 each, to US$200,000 divided into 2,000,000,000 ordinary shares with a par value of US$0.0001 each consisting of 1,950,000,000 Class A ordinary shares with a par value of US$0.0001 each; and (ii) 50,000,000 Class B ordinary share with a par value of US$0.0001 each, by the creation of 1,500,000,000 Class A ordinary shares with a par value of US$0.0001 each (the “Share Capital Increase”);
	(ii)	Proposal No. 2 – subject to Proposal No. 1 above being passed at the EGM and upon effectiveness of the Share Capital Increase, to adopt, by special resolution, an amended and restated memorandum and articles of association to reflect, inter alia, the Share Capital Increase, the provision of veto rights over decisions of the Board of Directors to Botao Ma, and amendments to permit a director to vote, and be counted in the quorum, on any matter in which he or she is interested subject to disclosure of that interest (the “A&R M&A”);
	(iii)	Proposal No. 3 – to approve, by ordinary resolution, subject to Proposal No. 1 being passed at the EGM and the closing bid price on any trading day of the Company’s Class A ordinary shares with a par value of US$0.0001 each listed on Nasdaq Capital Market being below US$0.12 per share (the “Trigger Event”), a consolidation of the Company’s authorised, issued and outstanding Class A ordinary shares and Class B ordinary shares of the Company (collectively, the “Shares”), by consolidating each 50 Shares into one Share, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of such class as set out in the A&R M&A (the “Share Consolidation”), such Share Consolidation taking effect on the 15th trading day after the Trigger Event or such later date as accepted by NASDAQ; and
	(iv)	Proposal No. 4 – subject to Proposal No. 3 above being passed at the and upon effectiveness of the Share Consolidation, to adopt, by special resolution, an amended and restated memorandum and articles of association to reflect the Share Consolidation (the “Further M&A”).

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The following is a tabulation of the voting on the proposals presented at the EGM:

Proposal No. 1 – Share Capital Increase

The proposal to adopt the Share Capital Increase as an ordinary resolution was approved. The voting results were as follows:

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
411,214,914		6,839,950		420		0

Proposal No. 2 – Adoption of the A&R M&A

The proposal to adopt the A&R M&A as a special resolution was approved. The voting results were as follows:

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
411,208,704		6,900,290		190		0

Proposal No. 3 – Share Consolidation

The proposal to adopt the Share Consolidation as an ordinary resolution was approved. The voting results were as follows:

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
414,875,825		3,232,960		399		0

Proposal No. 4 – Adoption of the Further M&A

The proposal to adopt the Further M&A as a special resolution was approved. The voting results were as follows:

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Vote
411,214,134		6,894,370		680		0

Adoption of an Amended and Restated Memorandum and Articles of Association

As a result of the Company’s shareholder having approved and adopted the A&R M&A to reflect the Share Capital Increase, the A&R M&A became effective on September 29, 2026. The foregoing description and summary contained in the A&R M&A do not purport to be complete and is qualified in its entirety by reference to the full text of the A&R M&A, which is attached hereto as Exhibit 3.1.

Departure of Directors or Certain Officers

On September 26, 2026, Ms. Jinyang Gu tendered her resignation as Chief Financial Officer of the Company, effective the date thereof. Ms. Gu’s resignation is due to personal reasons and not due to any disagreement with the Company on any matter related to its operations, policies or practices. Ms. Jinmei Guo Hellstroem, the Chief Executive Officer of the Company will assume the responsibilities, of the Chief Financial Officer temporarily until such time the Company’s Board of Director designates a successor.

On September 15, 2026, Mr. Xiaowei Le tendered his resignation as Chief Operating Officer of the Company, effective the date thereof. Mr. Le’s resignation is due to personal reasons and not due to any disagreement with the Company on any matter related to its operations, policies or practices.

EXHIBIT INDEX

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association of the Registrant, effective September 29, 2026

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SIGNATURE

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 hereunto duly authorized.

	ZHIBAO TECHNOLOGY INC.
Dated: October 2, 2026	By:	/s/ Jinmei Guo Hellstreom
	Name:	Jinmei Guo Hellstreom
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE REGISTRANT, E 517.5 KB