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Zhibao Technology Inc., a Cayman Islands–incorporated foreign private issuer listed on Nasdaq, has elected to follow Cayman home country corporate governance practices instead of certain Nasdaq Marketplace Rule 5600 Series requirements.
The election exempts Zhibao from rules requiring a majority independent board, independent‑only board meetings, annual shareholder meetings within one year of fiscal year‑end, and U.S.-style proxy solicitation. It also opts out of Nasdaq shareholder‑approval requirements for specified stock issuances related to acquisitions, changes of control, equity‑based compensation, and certain non‑public offerings of 20% or more of voting power below a defined minimum price. Cayman counsel Ogier (Cayman) LLP has issued a legal opinion that these practices are not prohibited by Cayman law, and the company states that aside from these exemptions, its governance practices are not significantly different from those of U.S. domestic Nasdaq issuers. The disclosure is incorporated by reference into an existing Form S‑8 registration statement.
Zhibao Technology Inc. entered into a non-binding term sheet with JOYERTECH AND INFORMATION OPC for a proposed private investment in public equity (PIPE) financing. The term sheet contemplates consideration of approximately 3,500 Bitcoins and is subject to due diligence, definitive agreements, corporate and regulatory approvals, Nasdaq listing compliance, and other customary closing conditions. The company states there is no assurance the transaction will be completed.
Zhibao is described as a high-growth InsurTech company in China, operating a 2B2C digital embedded insurance model. Through its proprietary PaaS platform, launched in 2020, it has developed over 40 digital insurance solutions across sectors such as travel, sports, logistics, utilities, and e-commerce.
Zhibao Technology Inc. reports that Nasdaq notified it on July 10, 2026 that its Class A ordinary shares no longer meet the Minimum Bid Price Requirement, because the closing bid was below $1.00 per share from May 27, 2026 to July 9, 2026.
Under Nasdaq Listing Rule 5810(c)(3)(A), the company has a 180-day compliance period, until January 6, 2027, to restore its bid price to at least $1.00 for a minimum of 10 consecutive business days. If it still fails to comply, including after any possible additional 180-day extension, its Class A ordinary shares would be subject to delisting from the Nasdaq Capital Market.
Zhibao states it is monitoring the closing bid price and evaluating options to address the deficiency, while cautioning that there can be no assurance it will regain or maintain compliance.
Bernardez Stephen reported acquisition or exercise transactions in this Form 4 filing.
Zhibao Technology Inc. reported that former independent director Stephen Bernardez received an equity award of Class A ordinary shares. On February 16, 2026, the board approved a grant of 20,000 Class A ordinary shares as an equity-based award under the 2026 Equity Incentive Plan and an RSU Agreement. On June 30, 2026, 12,500 of these shares were issued to Mr. Bernardez as they vested, giving him 12,500 shares directly owned after the transaction. He resigned as an independent director effective July 1, 2026, and is no longer subject to Section 16 reporting.
Zhibao Technology Inc. reported that former independent director Jeffery Rong Cai acquired 12,500 Class A ordinary shares on June 30, 2026. The shares were issued at a price of $0.00 per share as part of an equity-based award.
The board had approved an aggregate grant of 20,000 Class A ordinary shares to Mr. Cai on February 16, 2026 under the Company’s 2026 Equity Incentive Plan and a Restricted Stock Unit Award Agreement. Mr. Cai resigned as an independent director effective July 1, 2026 and is no longer subject to Section 16 reporting.
Zhibao Technology Inc. director Dai YiYun has filed an initial ownership report showing holdings in the company. The Form 3 indicates direct ownership of 66,903 Class A ordinary shares following the reported position, with no buy or sell transactions disclosed in this filing.
Zhibao Technology Inc. director Ma Jun William has filed an initial Form 3, which is a statement of beneficial ownership for company insiders. This filing establishes his status as a director subject to insider reporting rules but does not reflect any reportable transactions in the company’s securities.
Zhibao Technology Inc. reported that former independent director Armando Luis Baez acquired 20,000 Class A ordinary shares on a grant/award basis. The board approved an equity-based award of 20,000 shares under the 2026 Equity Incentive Plan on February 16, 2026, and the RSUs vested into 20,000 shares issued on June 30, 2026. Following this issuance, Baez directly holds 20,000 shares. He resigned as an independent director effective July 1, 2026, and is no longer subject to Section 16 reporting.
Zhibao Technology Inc. director Tang Han has filed an initial Form 3 insider ownership report. This filing establishes Tang Han as a reporting person for the company but does not list any common stock or derivative holdings and shows no insider transactions to date.
Zhibao Technology Inc. filed a Form 4 for reporting person Xia Yuanwen, described as a former CFO and director. The filing shows no reported insider transactions, no changes in share ownership, and no derivative positions during the reported period.