As filed with the Securities and Exchange Commission on January 22, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zhibao Technology Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 6411 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification ...

Core Viewpoint - Zhibao Technology Inc. reported a significant revenue growth of 51% for the fiscal year 2025, driven by the increasing acceptance of its 2B2C business model and digital insurance solutions, despite experiencing a net loss due to increased selling expenses [4][5][10]. Financial and Operational Summary - Total revenues for the year ended June 30, 2025, increased by 51% to RMB 276.9 million (US$38.7 million) from RMB 183.7 million in 2024 [10]. - Gross profit for the fiscal year ended June 30, 2025, was RMB 113.6 million (US$15.9 million), compared to RMB 74.8 million in the same period of 2024 [4][10]. - The net loss for the year ended June 30, 2025, was RMB 62.0 million (US$8.7 million), a decline from a net income of RMB 13.3 million in 2024 [13]. - Cash and cash equivalents as of June 30, 2025, were RMB 10.3 million (US$1.44 million), up from RMB 2.4 million in 2024 [14]. Product Offerings and Collaborations - Zhibao Labuan received its general reinsurance license in July 2025 and was assigned a Financial Strength Rating of B+ and a Long-Term Issuer Credit Rating of "bbb-" from AM Best [4]. - The company signed an agreement to establish a joint venture, Zhongfang JV, with Beijing Zhongfang Hongchuang Technology and Guangzhou Ruiling Intelligent Technology to develop an "Insurance + Technology + Service" model [4]. - Zhibao acquired 51% equity interest in Zhonglian Jinan Insurance Brokers Co., Ltd. for RMB 25.5 million (approximately US$3.5 million) [4]. Management Commentary and Outlook - The CEO expressed satisfaction with the revenue growth and emphasized the importance of expanding the 2B2C digital insurance solutions and partnerships [5][6]. - The company plans to continue investing in its sales force and technology platform to drive organic growth [6][7]. - The management team is committed to maximizing shareholder value through strategic acquisitions and diversifying revenue streams [8]. Cost and Expenses - Cost of revenues increased by approximately 50% to RMB 163.4 million (US$22.8 million) for the fiscal year ended June 30, 2025 [9]. - Selling expenses rose by approximately RMB 80.6 million, or 255%, to RMB 112.2 million (US$15.7 million) due to increased marketing service fees [18]. - General and administrative expenses increased by approximately RMB 26.1 million, or 145%, to RMB 44.0 million (US$6.1 million) [18]. Customer Base and Market Reach - The number of B channels increased to over 2,400, contributing to the growth of the 2B2C embedded digital insurance model [4]. - The company served over 24 million end customer users as of June 30, 2025, which is expected to drive future revenue growth [4]. Business Model and Innovation - Zhibao Technology is recognized for its innovative 2B2C digital embedded insurance model, having launched the first digital insurance brokerage platform in China in 2020 [20]. - The company has developed over 40 proprietary digital insurance solutions across various industries, utilizing big data and AI technology for continuous improvement [21].

Core Viewpoint - Zhibao Technology Inc. has launched a joint venture, Zhibao Yingshi, to enhance the development of medical insurance products in China, leveraging the strengths of both Zhibao and Yingshi Health [1][5]. Company Overview - Zhibao Technology Inc. is a leading InsurTech company focused on digital insurance brokerage services in China, having pioneered the first digital insurance brokerage platform in the country in 2020 [8][9]. - Yingshi Health specializes in health insurance management, emphasizing innovative product design and comprehensive risk control management [10]. Joint Venture Details - The joint venture, Zhibao Yingshi, was established in September 2025, with Zhibao holding a 51% equity interest [3]. - The initial revenue for Zhibao Yingshi was recorded in November 2025, primarily from service fees related to mid- and high-end medical policies [2]. Financial Targets - The joint venture has set preliminary monthly revenue targets of RMB 4 million (approximately USD 560,000) for the remainder of 2025 and an annual revenue target of RMB 50 million (approximately USD 7 million) for 2026, with an expected annual growth rate of no less than 10% [4]. Management and Operations - The management team of Zhibao Yingshi will include Mr. Chunhui Ji from Yingshi Health as chairman and general manager, integrating resources from both companies to achieve growth targets [7][8]. - Zhibao will contribute its existing strengths in reinsurance, brokerage, medical networks, and risk management to the joint venture [7].

Core Insights - Zhibao Technology Inc. has appointed three new executives to strengthen its operational foundation and support its growth strategy for the next decade [2][12] - The new executives include Mr. Xiaowei Le as Chief Operating Officer, Mr. Xiao Luo as Chief Marketing Officer, and Mr. Guangtong Ren as Chief Actuary, all of whom have significant experience in the insurance industry [1][12] Executive Profiles - Mr. Xiaowei Le has a proven track record with over 20 years in sales management and leadership roles, achieving over 70% year-over-year revenue growth for Zhibao China [3][4] - Mr. Xiao Luo, a co-founder of Zhibao China, has over 10 years of experience in the insurance industry and will focus on promoting the Zhibao brand to new business channels and strategic partners [5][7][6] - Mr. Guangtong Ren brings over 20 years of experience in corporate finance and risk management, and will be responsible for the development and pricing of insurance products [8][9][11] Strategic Importance - The appointments are part of Zhibao's roadmap for accelerated growth and expansion, reflecting the company's commitment to enhancing its operational capabilities [2][12] - The new leadership team is expected to leverage their expertise to drive Zhibao's ambitious goals and further establish its position in the InsurTech market [12] Company Overview - Zhibao Technology Inc. is a leading InsurTech company in China, providing digital insurance brokerage services and pioneering a 2B2C business model [13] - The company has developed over 40 proprietary digital insurance solutions across various industries, utilizing big data and AI technology to enhance its offerings [14]

Core Viewpoint - Zhibao Technology Inc. has announced a delay in filing its 20-F Annual Report and has canceled its scheduled earnings call, indicating operational challenges that may affect investor confidence [1][2]. Company Overview - Zhibao Technology Inc. is a leading high-growth InsurTech company in China, primarily focused on providing digital insurance brokerage services [3]. - The company operates under the innovative 2B2C ("to-business-to-customer") model and launched the first digital insurance brokerage platform in China in 2020, utilizing its proprietary PaaS (Platform as a Service) [3]. Product and Technology - Zhibao has developed over 40 proprietary digital insurance solutions tailored for various industries, including travel, sports, logistics, utilities, and e-commerce [4]. - The company leverages customer data, big data, and AI technology to continuously enhance its digital insurance offerings, ensuring alignment with market trends and customer preferences [4].

Core Insights - Zhibao Technology Inc. is participating in significant investor events to enhance its visibility and shareholder base [1][3] Group 1: Upcoming Investor Events - The LD Micro Main Event XIX will take place from October 19-21, 2025, in San Diego, CA, featuring around 120 companies [2] - Zhibao will present on October 20th at 2:30 PM PT during the LD Micro Main Event [2] - The Skyline Signature Series Webinar is scheduled for November 13 at 12 PM ET, allowing Zhibao to communicate its story to financial professionals [3] Group 2: Company Overview - Zhibao Technology Inc. is a leading InsurTech company in China, providing digital insurance brokerage services [4] - The company pioneered the 2B2C digital embedded insurance model in China and launched its first digital insurance brokerage platform in 2020 [4] - Zhibao has developed over 40 proprietary digital insurance solutions across various industries, utilizing big data and AI technology for continuous improvement [5]

Core Viewpoint - Zhibao Technology Inc. has announced the acquisition of a controlling interest in Zhonglian Jinan Insurance Brokers Co., Ltd., which will significantly expand its branch network and enhance its insurance brokerage capabilities across China [2][5]. Group 1: Acquisition Details - Zhibao China will acquire 51% of Zhonglian Jinan for a total purchase price of RMB25.5 million (approximately $3.5 million), based on a valuation of RMB50 million for 100% equity [2][3]. - The payment will be made in four installments, with the first three installments of RMB7.65 million (approximately $1.05 million) due on July 31, 2025, July 31, 2025, and January 31, 2026, respectively [3]. - The fourth installment of RMB2.55 million (approximately $0.35 million) is contingent on Zhonglian Jinan generating revenue of at least RMB140 million (approximately $19.18 million) within one year following the first installment payment [3]. Group 2: Strategic Benefits - The acquisition is expected to more than double Zhibao's branch offices, enhancing its geographic reach and market presence [5]. - Zhibao gains immediate access to Zhonglian Jinan's existing brokerage licenses, which typically require lengthy regulatory approval to obtain [6]. - The integration of Zhonglian Jinan's product portfolio will complement Zhibao's offerings in various insurance sectors, including liability, accident, health, and commercial property [7]. Group 3: Company Background - Zhibao Technology Inc. is a leading InsurTech company focused on digital insurance brokerage services in China, having launched the first digital insurance brokerage platform in 2020 [9]. - Zhonglian Jinan, founded in June 2015, operates 28 province-level and 30 city-level branches, primarily focusing on non-auto insurance lines [11].

Core Viewpoint - Zhibao Technology Inc. has revised its financial results for the six months ended December 31, 2024, showing a decreased net loss compared to previous reports, indicating improved financial performance [1][2]. Financial Adjustments - The company made adjustments to its income statement, resulting in a net loss of RMB0.6 million ($0.09 million) for the six months ended December 31, 2024, down from a previously reported net loss of RMB1.5 million ($0.2 million) [2]. - The adjusted basic and diluted GAAP loss per share was RMB0.02 ($0.00), compared to the previously reported RMB0.05 ($0.01) [2]. Balance Sheet Revisions - The revised unaudited condensed consolidated balance sheet showed a decrease in convertible notes from RMB6,888,414 to RMB6,452,341 and an addition of warrant liabilities amounting to RMB1,239,814 [4]. - Total current liabilities increased to RMB235,018,593, and total liabilities rose to RMB242,206,924 after adjustments [4]. Income Statement Changes - Net interest expense increased from RMB1.4 million ($0.2 million) to RMB1.6 million ($0.2 million) [6]. - A gain from the fair value change of warrant liabilities was added, amounting to RMB1.4 million ($0.2 million) [6]. - The loss on settlement of convertible notes increased from RMB4.1 million ($0.5 million) to RMB4.4 million ($0.6 million) [6]. Comprehensive Loss - The comprehensive loss for the six months ended December 31, 2024, was adjusted to RMB1,008,750, down from RMB1,906,027 [8]. - The company projects a 70% revenue growth and improvements in gross profit, profit from operations, and net income for the fiscal year ending June 30, 2025, compared to the same period last year [8]. Company Overview - Zhibao Technology Inc. is a leading InsurTech company in China, primarily providing digital insurance brokerage services [10]. - The company has developed over 40 innovative digital insurance solutions and partnered with over 2,000 business channels, serving more than 20 million end customers [11].

Core Viewpoint - Zhibao Technology Inc. has established Zhibao Labuan Reinsurance Company Limited to expand its revenue streams through reinsurance operations, enhancing its position in the insurance market [1][2][4]. Group 1: Establishment and Purpose of Zhibao Labuan - Zhibao Labuan received its license from the Labuan Financial Services Authority to undertake general reinsurance operations beyond mainland China [1]. - The establishment of Zhibao Labuan aims to create an additional revenue stream through reinsurance premiums and potential underwriting profits [2][3]. - Zhibao Labuan is expected to participate in a small portion of the total insurance premium generated by Sunshine Insurance Brokers and Zhibao Health, while Zhibao will continue to operate primarily as an insurance brokerage [3]. Group 2: Revenue Generation Potential - The incorporation of Zhibao Labuan could potentially double Zhibao's revenue by allowing the company to earn a 20% commission on policies while also accepting a corresponding 20% reinsurance risk [2]. - Zhibao Labuan is positioned to generate income from reinsurance premiums in accordance with local regulatory standards, enhancing the company's financial performance [2][4]. Group 3: Leadership and Expertise - Zhibao Labuan will be led by Guangtong (Arthur) Ren, who has nearly 30 years of experience in insurance and corporate finance, bringing significant expertise to the new entity [5][6]. - Mr. Ren's background includes senior roles at AIG and experience in strategic planning and risk management, which will be beneficial for Zhibao Labuan's operations [6]. Group 4: Strategic Importance - The formation of Zhibao Labuan is seen as a strategic move to diversify revenue streams and enhance shareholder value by tapping into the thriving insurance market in Labuan, Malaysia [4]. - Zhibao Labuan will leverage accumulated data and market knowledge to lead in pricing and product development, ensuring high-quality offerings for customers [4].

Core Viewpoint - Zhibao Technology Inc. is set to announce its financial performance for the first half of 2025, highlighting its growth in the InsurTech sector and upcoming investor engagement events [1][2]. Financial Performance and Events - The 1H2025 Earnings Conference Call is scheduled for April 15, 2025, at 11:00 AM ET, providing insights into the company's financial performance for the six months ending December 31, 2024 [3]. - A Shanghai Shareholder Communication Event will take place on April 16, 2025, featuring presentations by the CEO and CFO, followed by a Q&A session [4]. - The Skyline Signature Series Webinar is planned for April 17, 2025, at 12:00 PM ET, allowing investors to engage with the executive team and gain insights into the company's strategic vision and operational progress [6]. Company Overview - Zhibao Technology Inc. is a leading InsurTech company focused on digital insurance brokerage services in China, having pioneered the 2B2C digital embedded insurance model [9][10]. - The company launched the first digital insurance brokerage platform in China in 2020, utilizing a proprietary PaaS [9]. - Zhibao has developed over 40 innovative digital insurance solutions across various industries, leveraging big data and AI technology to enhance its offerings [10].