6-K
Zhibao Technology Inc. (ZBAO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number: 001-42000
ZhibaoTechnology Inc.
(Translation of registrant’s name intoEnglish)
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
On April 15, 2025, Zhibao Technology Inc. (the “Company”) issued a press release announcing its unaudited financial results for the six months ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
Attached as Exhibit 99.2 to this report is the Unaudited Condensed Consolidated Financial Statements of the Company for the Six Months Ended December 31, 2024 and 2023.
Attached as Exhibit 99.3 to this report is a copy of the investor presentation.
This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form F-1 (Registration No. 333-282423), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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SIGNATURES
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.
| Zhibao Technology Inc. | |
|---|---|
| By: | /s/ Botao Ma |
| Name: | Botao Ma |
| Title: | Chief Executive Officer |
Date: April 15, 2025
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release on Unaudited Financial Results for the Six Months Ended December 31, 2024 and 2023 |
| 99.2 | Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023 |
| 99.3 | Investor Presentation |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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Exhibit 99.1
Zhibao Technology Inc. Announces UnauditedFinancial Results
for the Six Months Ended December 31, 2024
SHANGHAI, (Newsfile Corp., April 15, 2025) - Zhibao Technology Inc. (NASDAQ: ZBAO) (“Zhibao,” “we,” or the “Company”), a leading and high growth InsurTech company primarily engaging in providing digital insurance brokerage services through its operating entities in China, today announced its unaudited financial results for the six months ended December 31, 2024.
Recent Developments
Private Placement - First Tranche Financing with an InstitutionalInvestor
On September 23, 2024, the Company entered into a securities purchase agreement, as amended by a letter agreement dated as of February 14, 2025, (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”), which provides for loans in an aggregate principal amount of up to $8.0 million under three tranches (the “Financing”).
Accordingly, on September 23, 2024, the Company consummated the first closing of the first tranche and issued to the Investor, (i) a convertible promissory note in the aggregate principal amount of up to $750,000 (the “First Tranche Note”), (ii) a warrant to purchase up to 74,451 Class A ordinary shares at an initial exercise price of $4.71 per share, subject to certain adjustments, and (iii) a pre-funded warrant to purchase up to 191,522 Class A ordinary shares at a nominal exercise price of $0.0001 per share, subject to certain adjustments. In return, the Company received $675,000 (net of original issue discount of 10%) on September 24, 2024, excluding expenses and commissions.
On October 1, 2024, the Company and the Investor consummated the second closing of the first tranche. The Company received additional $675,000 (net of original issue discount of 10%) on October 7, 2024, excluding expenses and commissions, and issued to the Investor a warrant to purchase up to 79,599 Class A ordinary shares at an initial exercise price of $4.47 per share, subject to certain adjustments.
On December 11, 2024, pursuant to the terms of the Securities Purchase Agreement and a letter agreement dated as of December 11, 2024, pursuant to which the Company and Investor waived certain pre-conditions to the third closing of the first tranche, the Company and the Investor consummated the third closing of the first tranche, and the Company received additional $900,000 (net of original issue discount of 10%) on December 12, 2024, excluding expenses and commissions, and issued to the Investor a warrant to purchase up to 160,020 Class A ordinary at an initial exercise price of $3.25 per share, subject to certain adjustments.
Private Placement - Second Tranche Financingwith the Investor
On February 14, 2025, pursuant to the terms of the Securities Purchase Agreement, the Company and the Investor consummated the first closing of the second tranche, and the Company received $630,000 (net of original issue discount of 10%) on February 20, 2025, excluding expenses and commissions. The Second Tranche of convertible promissory note (the “Second Tranche Note”) in the aggregate principal amount of up to $2,500,000 has an initial principal amount of $700,000 reflecting the funding of the first closing of the second tranche and giving effect to the 10% original issue discount. The Company also issued to the Investor a warrant to purchase up to 202,459 Class A ordinary shares at an initial exercise price of $1.69964 per share, subject to certain adjustments.
The Second Tranche Note is initially convertible into Class A ordinary shares at conversion price of $1.69964 per share, subject to certain adjustments, provided that the conversion price shall not be reduced below $0.282. The Second Tranche Note does not bear any interest and matures on February 14, 2026.
Financial and Operational Summary for the Six Months Ended December31, 2024
| - | Total revenues in the six months ended December 31, 2024 increased by approximately 73.7% to<br>approximately RMB 146.4 million ($20.1 million) from approximately RMB 84.3 million in the same period of 2023. |
|---|---|
| - | Net loss in the six months ended December 31, 2024 was approximately RMB 1.5 million ($0.2 million), compared<br>to net loss of approximately RMB 8.5 million in the same period of 2023. Income from operations was approximately RMB 3.8 million ($0.5<br>million) in the six months ended December 31, 2024, compared to operation loss of approximately RMB 8.4 million in the same period of<br>2023. |
| --- | --- |
| - | As of December 31, 2024, the Company had cash and cash equivalents of approximately RMB 28.1 million ($3.9<br>million), compared to approximately RMB 2.4 million as of June 30, 2024. |
| --- | --- |
| - | Our development of B Channels showed strong growth. As of December 31, 2024, we grew the number of B channels<br>we work with from approximately 1,500 in the same period of 2023 to over 2,000. Our B channels are distributed amongst diverse market<br>segments and a key component to growing our 2B2C embedded digital insurance model. |
| --- | --- |
| - | Through our business channels, we experienced a large growth in the<br>number of end customer users that we serviced. As of December 31, 2024, we reached and served in excess of 20 million end customer<br>users, who we expect will continue to drive revenue in the coming years. |
| --- | --- |
Management Commentary and Financial/Business Outlook
Mr. Botao Ma, Chief Executive Officer of Zhibao, commented “I am very pleased with the 74% growth in revenues that we realized in the six months ended December 31, 2024, compared to the same period of 2023. We have focused on expanding our reach in the industry through our 2B2C digital insurance solutions and diversified partnerships that have led to positive impact on our growth and diversification of our revenue and cash flow streams.”
“Overall, the financial position of our business remains strong, as we have seen an acceleration in the expansion in our home market, indicating a growing acceptance of our 2B2C business model and a broader acceptance of our digital brokerage platform and digital insurance solutions,” Mr. Ma continued,
“For the rest of fiscal year 2025, we plan on driving the organic growth of our company through continued investments in our sales force and technology platform. With this strategy, we look to work towards achieving continued growth at the levels seen over the six months period ended December 31, 2024. As we continue to make progress in our growth strategy and improve our ability to gain higher returns from our investments, we believe that we can build on the momentum of our growth and business and financial performance in the second half of this current fiscal year.”
“Our management team remains committed to maximizing shareholder value through a combination of strategic acquisitions, growth initiatives, diversifying the company’s revenue base, forming long term partnerships and contracts that drive attractive top and bottom line results, and investing in opportunities that provide strong returns and dependable cash flow streams.”
Financial Results for the Six Months Ended December 31, 2024
Revenues
Total revenues in the six months ended December 31, 2024 were approximately RMB 146.4 million ($20.1 million), compared with approximately RMB84.3 million in the same period of 2023, an increase of approximately RMB 62.1 million, or 73.7%, primarily due to increase of approximately RMB 69.6 million in insurance brokerage service fees, partially offset by a decrease of approximately RMB 7.5 million in managing general underwriting (“MGU”) services. The increase in insurance brokerage service fees was due to securing new customers in the six months ended December 31, 2024, while the decrease in MGU service fees was due to the closure of business by a reinsurance partner in the high-end medical sector in the year of 2023.
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Revenues for the six months ended December 31, 2024 were comprised of insurance brokerage service fees of RMB 145.0 million and MGU service fees of RMB 1.8 million, respectively, partially net off against business taxes and surcharges of approximately RMB 0.4 million. Revenues for the six months ended December 31, 2023 were comprised of insurance brokerage service fees of approximately RMB 71.4 million and MGU service fees of approximately RMB 9.2 million, respectively, partially net off against business taxes and surcharges of approximately RMB 0.3 million.
Cost of Revenues
Cost of revenues for the six months ended December 31, 2024 increased to approximately RMB 103.8 million ($14.2 million) from approximately RMB 54.2 million in the same period of 2023, an increase of approximately RMB 49.6 million which was in line with increase in revenues.
Operating Expenses
| - | Selling and marketing expenses for the six months ended December 31, 2024 decreased to approximately RMB<br>18.6 million ($2.5 million) from approximately RMB 21.0 million in the same period of 2023. The decrease was primarily attributable to<br>decreased expenditures incurred in advertising and promotional campaigns for our digital insurance solutions as we are establishing<br>our reputation among customers and reducing our spending on advertising and promotional campaigns. |
|---|---|
| - | General and administrative expenses for the six months ended December 31, 2024 increased to approximately<br>RMB 14.3 million ($2.0 million) from approximately RMB 10.2 million in the same period of 2023, an increase of approximately RMB 4.1 million.<br>The increase of general and administrative expenses was primarily due to an increase in professional service expenses after our listing<br>on Nasdaq. The ratio of general and administrative expenses to revenue decreased to 9.8% from 12.1% in the same period of<br>2023. |
| --- | --- |
| - | Research and development expenses for the six months ended December 31, 2024 decreased to approximately<br>RMB 5.9 million ($0.8 million) from approximately RMB 7.3 million in the same period of 2023, a decrease of approximately RMB 1.4<br>million, which was mainly due to a decrease in headcounts of personnel in our research and development department. |
| --- | --- |
| - | Income (Loss) from Operations |
| --- | --- |
As a result of foregoing, income from operations for the six months ended December 31, 2024 was approximately RMB 3.8 million ($0.5 million) from loss from operations of approximately RMB 8.4 million in the same period of 2023.
| - | Net Loss |
|---|
Net loss for the six months ended December 31, 2024 was approximately RMB 1.5 million ($0.2 million), compared to net loss of RMB 8.5 million in the same period of 2023. Non-GAAP adjusted net income for the six months ended December 31, 2024 was approximately RMB 5.0 million ($0.7 million).
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| - | Non-GAAP Net Income |
|---|
Non-GAAP adjusted net income excludes the impact of gain from early termination of lease arrangements, accretion of interest expenses on convertible notes, loss from settlement of convertible notes, and changes in fair value of derivative liabilities. For further information, see “Use of Non-GAAP Financial Measure” below.
Balance Sheet
As of December 31, 2024, the Company had cash and cash equivalents of approximately RMB 28.1 million ($3.9 million), compared to approximately RMB 2.4 million as of June 30, 2024.
As of December 31, 2024, the Company had accounts receivable of approximately RMB 135.3 million ($18.5 million) due from insurance companies, compared to approximately RMB 130.4 million as of June 30, 2024. As of December 31, 2024, we had insurance premium payable due to insurance companies of approximately RMB 111.4 million ($15.3 million), compared to approximately RMB 38.4 million as of June 30, 2024.
About Zhibao Technology Inc.
Zhibao Technology Inc. (NASDAQ: ZBAO) is a leading and high growth InsurTech company primarily engaging in providing digital insurance brokerage services through its operating entities (“Zhibao China Group”) in China. 2B2C (“to-business-to-customer”) digital embedded insurance is the Company’s innovative business model, which Zhibao China Group pioneered in China. Zhibao China Group launched the first digital insurance brokerage platform in China in 2020, which is powered by their proprietary PaaS (“Platform as a Service”).
Zhibao has developed over 40 innovative digital insurance solutions addressing different scenarios in a wide range of industries, including but not limited to travel, sports, logistics, utilities, and e-commerce. Zhibao has partnered with over 2,000 business channels, through which it has already served the various insurance needs of more than 20 million end customers. For more information, please visit: www.zhibao-tech.com.
Use of Non-GAAP Financial Measure
In addition to consolidated U.S. GAAP financial measures, we consistently evaluate our use of and calculation of the non-GAAP financial measures, “Adjusted EBITDA”.
Adjusted EBITDA is a financial measure defined as our EBITDA, adjusted to eliminate the effects of certain non-recurring items, that do not reflect our ongoing strategic business operations. EBITDA is computed as net income (loss) before interest, taxes, depreciation, and amortization. Adjusted EBITDA is EBITDA further adjusted for certain income and expenses, which management believes results in a performance measurement that represents a key indicator of the Company’s core business operations of digital insurance brokerage services. The adjustments currently include gain from early termination of leases, loss from settlement of convertible notes, and changes in fair value of derivative liabilities.
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Reconciliations of Adjusted EBITDA to the most comparable U.S. GAAP financial metric for historical periods are presented in the table below:
| For the Six Months Ended<br><br> <br>December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||||
| RMB | RMB | |||||||
| Reconciliation of non-GAAP (loss) income from operations: | ||||||||
| Net Loss | (8,546,000 | ) | (1,515,720 | ) | ) | |||
| Depreciation and amortization expenses | 587,085 | 711,355 | ||||||
| Income tax (benefits) expenses | (137,354 | ) | 1,091,247 | |||||
| Interest expenses | 431,796 | 1,423,313 | ||||||
| EBITDA | (7,664,473 | ) | 1,710,195 | |||||
| Adjustments: | ||||||||
| Gain from early termination of operating lease arrangements | — | (53,714 | ) | ) | ||||
| Loss from settlement of convertible notes | — | 4,061,543 | ||||||
| Changes in fair value of derivative liabilities | — | (722,631 | ) | ) | ||||
| Adjusted EBITDA | (7,664,473 | ) | 4,995,393 |
All values are in US Dollars.
Exchange Rate Information
This press release contains translations of certain RMB amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to US$ were made at the rate of RMB7.2993 to US$1.00, the noon buying rate in effect on December 31, 2024, as set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB, as the case may be, at any particular rate or at all.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about Zhibao’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s filings with the SEC. A number of additional factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Zhibao’s goal and strategies; Zhibao’s expansion plans; Zhibao’s future business development, financial condition and results of operations; Zhibao’s expectations regarding demand for, and market acceptance of, its solutions and services; Zhibao’s expectations regarding keeping and strengthening its relationships with insurance companies, financial institutions, and insured parties; general economic and business conditions; and assumptions underlying or related to any of the foregoing. All information provided in this press release and in the attachments is as of the date of this press release, and Zhibao does not undertake any 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 required under applicable law. Although Zhibao 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 Zhibao 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 statement 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.
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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
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Exhibit 99.2
ZHIBAO TECHNOLOGY INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for share and per share data)
| December31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| RMB | |||||||
| (unaudited) | (unaudited) | ||||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | 2,401,495 | 28,113,972 | |||||
| Restricted cash | 38,743,831 | 105,800,332 | |||||
| Accounts receivable, net | 130,354,429 | 135,313,361 | |||||
| Due from related parties | 16,566,524 | 17,131,396 | |||||
| Prepaid expenses and other current assets, net | 9,485,464 | 11,171,611 | |||||
| Total Current Assets | 197,551,743 | 297,530,672 | |||||
| Prepayments for equity investments | - | 4,375,000 | |||||
| Property and equipment, net | 233,375 | 188,131 | |||||
| Intangible assets, net | 2,581,046 | 1,914,935 | |||||
| Operating lease right of use assets | 3,313,215 | 5,885,455 | |||||
| Restricted cash, noncurrent | 5,000,000 | 5,000,000 | |||||
| Deferred tax assets | 57,257 | 43,192 | |||||
| Other non-current assets | 51,004 | 41,004 | |||||
| Total Non-Current Assets | 11,235,897 | 17,447,717 | |||||
| Total Assets | 208,787,640 | 314,978,389 | |||||
| LIABILITIES, AND SHAREHOLDERS’ EQUITY | |||||||
| Current Liabilities | |||||||
| Short-term borrowings | 26,814,237 | 33,800,000 | |||||
| Accounts payable | 51,252,954 | 55,643,496 | |||||
| Insurance premium payable | 38,376,850 | 111,448,220 | |||||
| Income tax payable | 42,747 | 42,994 | |||||
| Due to related parties | 6,166,067 | 8,561,749 | |||||
| Operating lease liabilities, current | 2,425,135 | 2,537,123 | |||||
| Accrued expenses and other liabilities | 15,990,970 | 15,278,258 | |||||
| Convertible notes | - | 6,888,414 | |||||
| Derivative liabilities | - | 14,598 | |||||
| Total Current Liabilities | 141,068,960 | 234,214,852 | |||||
| Operating lease liabilities, noncurrent | 1,044,068 | 3,427,331 | |||||
| Deferred tax liabilities | 2,683,818 | 3,761,000 | |||||
| Total Non-Current Liabilities | 3,727,886 | 7,188,331 | |||||
| Total Liabilities | 144,796,846 | 241,403,183 | |||||
| Commitments and contingencies | |||||||
| Shareholders’ Equity | |||||||
| Class A ordinary shares (par value 0.0001 per share, 450,000,000 shares authorized, 14,707,073 and 15,231,387 shares issued and outstanding as of June 30, 2024 and December 31, 2024, respectively) * | 9,922 | 10,304 | |||||
| Class B ordinary shares (par value 0.0001 per share, 50,000,000 shares authorized, 16,816,692 and 16,816,692 shares issued and outstanding as of June 30, 2024 and December 31, 2024, respectively) * | 12,204 | 12,204 | |||||
| Additional paid-in capital | 196,038,784 | 207,528,841 | |||||
| Accumulated deficit | (131,841,244 | ) | (133,356,964 | ) | ) | ||
| Accumulated other comprehensive loss | (228,872 | ) | (619,179 | ) | ) | ||
| Total Shareholders’ Equity | 63,990,794 | 73,575,206 | |||||
| Total Liabilities and Shareholders’ Equity | 208,787,640 | 314,978,389 |
All values are in US Dollars.
| * | The shares and per share information are presented on a retroactive<br>basis to reflect the reorganization and reclassification of Class A and Class B ordinary shares. |
|---|
ZHIBAO TECHNOLOGY INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for share and per share data)
| For the Six Months Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||||
| RMB | RMB | |||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||
| Revenues | 84,254,221 | 146,371,285 | ||||||
| Cost of revenues | (54,192,050 | ) | (103,811,688 | ) | ) | |||
| Gross profit | 30,062,171 | 42,559,597 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (20,993,374 | ) | (18,564,666 | ) | ) | |||
| General and administrative expenses | (10,153,441 | ) | (14,282,228 | ) | ) | |||
| Research and development expenses | (7,294,313 | ) | (5,908,365 | ) | ) | |||
| Total operating expenses | (38,441,128 | ) | (38,755,259 | ) | ) | |||
| (Loss) income from operations | (8,378,957 | ) | 3,804,338 | |||||
| Other (expense) income: | ||||||||
| Interest expense, net | (431,796 | ) | (1,423,313 | ) | ) | |||
| Other income, net | 127,399 | 533,414 | ||||||
| Gain on fair value change of derivative liabilities | - | 722,631 | ||||||
| Loss on settlement of convertible notes | - | (4,061,543 | ) | ) | ||||
| Total other expense, net | (304,397 | ) | (4,228,811 | ) | ) | |||
| Loss Before Income Taxes | (8,683,354 | ) | (424,473 | ) | ) | |||
| Income tax benefits (expenses) | 137,354 | (1,091,247 | ) | ) | ||||
| Net Loss | (8,546,000 | ) | (1,515,720 | ) | ) | |||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustments | (1,513 | ) | (390,307 | ) | ) | |||
| Comprehensive loss | (8,547,513 | ) | (1,906,027 | ) | ) | |||
| Weighted average number of ordinary share outstanding | ||||||||
| Basic* | 30,000,000 | 31,587,188 | ||||||
| Diluted* | 30,000,000 | 31,587,188 | ||||||
| Earnings (loss) per share | ||||||||
| Basic* | (0.28 | ) | (0.05 | ) | ) | |||
| Diluted* | (0.28 | ) | (0.05 | ) | ) |
All values are in US Dollars.
| * | The shares and per share information are presented on a retroactive<br>basis to reflect the reorganization and reclassification of Class A and Class B ordinary shares. |
|---|
2
ZHIBAO TECHNOLOGY INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYFOR THE SIX MONTHS ENDED DECEMBER 31, 2023 and 2024(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”), except for share and per share data)
| Class B Ordinary Shares | Additional Paid-in | Retained earnings (Accumulated | **** | Accumulated Other Comprehensive | **** | **** | **** | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Shares* | Amount | Capital | Deficits) | **** | Income | **** | Total | **** | |||||||||
| RMB | **** | RMB | RMB | RMB | **** | RMB | **** | RMB | **** | |||||||||
| As of June 30, 2023 | 13,183,308 | 8,820 | 16,816,692 | 12,204 | 168,973,780 | (137,544,783 | ) | 5,118 | 31,455,139 | |||||||||
| Adjustments due to the adoption of ASC 326 | — | — | — | — | — | (7,548,214 | ) | — | (7,548,214 | ) | ||||||||
| As of July 1, 2023 | 13,183,308 | 8,820 | 16,816,692 | 12,204 | 168,973,780 | (145,092,997 | ) | 5,118 | 23,906,925 | |||||||||
| Net loss | — | — | — | — | — | (8,546,000 | ) | — | (8,546,000 | ) | ||||||||
| Foreign exchange adjustments | — | — | — | — | — | — | (1,513 | ) | (1,513 | ) | ||||||||
| As of December 31, 2023 | 13,183,308 | 8,820 | 16,816,692 | 12,204 | 168,973,780 | (153,638,997 | ) | 3,605 | 15,359,412 | |||||||||
| As of June 30, 2024 | 14,707,073 | 9,922 | 16,816,692 | 12,204 | 196,038,784 | (131,841,244 | ) | (228,872 | ) | 63,990,794 | ||||||||
| Settlement of convertible notes with Class A ordinary shares | 524,314 | 382 | — | — | 9,789,039 | — | — | 9,789,421 | ||||||||||
| Issuance of Warrants in connection with convertible notes | — | — | — | — | 1,701,018 | — | — | 1,701,018 | ||||||||||
| Net loss | — | — | — | — | — | (1,515,720 | ) | — | (1,515,720 | ) | ||||||||
| Foreign exchange adjustments | — | — | — | — | — | — | (390,307 | ) | (390,307 | ) | ||||||||
| As of December 31, 2024 | 15,231,387 | 10,304 | 16,816,692 | 12,204 | 207,528,841 | (133,356,964 | ) | (619,179 | ) | 73,575,206 | ||||||||
| As of December 31, 2024 in | 15,231,387 | 1,522 | 16,816,692 | 1,682 | 28,431,335 | (18,269,951 | ) | (84,827 | ) | 10,079,761 |
All values are in US Dollars.
| * | The shares are presented on a retroactive basis to reflect<br>the reorganization and reclassification of Class A and Class B ordinary shares. |
|---|
3
ZHIBAO TECHNOLOGY INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”))
| For the Six Months Ended<br><br> December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | ||||||
| RMB | RMB | |||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities | 85,607,856 | 74,197,711 | ||||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of intangible assets | (264,606 | ) | — | |||||
| Prepayment for equity investments | — | (4,375,000 | ) | ) | ||||
| Net cash used in investing activities | (264,606 | ) | (4,375,000 | ) | ) | |||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from issuance of convertible notes , net of discount | — | 16,024,928 | ||||||
| Payment of issuance costs for issuance of convertible noes | — | (2,483,924 | ) | ) | ||||
| Proceeds from short-term bank borrowings | 25,000,000 | 32,000,000 | ||||||
| Repayment of short-term bank borrowings | (25,453,560 | ) | (25,014,237 | ) | ) | |||
| Borrowings from related parties | 26,500,000 | 2,500,000 | ||||||
| Repayment of borrowings from related parties | (15,000,000 | ) | — | |||||
| Payment of offering cost | (1,771,436 | ) | — | |||||
| Net cash provided by financing activities | 9,275,004 | 23,026,767 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (1,513 | ) | (80,500 | ) | ) | |||
| Net increase in cash, cash equivalents and restricted cash | 94,616,741 | 92,768,978 | ||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 19,873,652 | 46,145,326 | ||||||
| Cash, cash equivalents and restricted cash at end of the period | 114,490,393 | 138,914,304 |
All values are in US Dollars.
4
ZHIBAO TECHNOLOGY INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in Renminbi (“RMB”) and U.S. dollars (“US$”))
| For the Six Months Ended<br><br> December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2024 | |||||
| RMB | RMB | ||||||
| (unaudited) | (unaudited) | (unaudited) | |||||
| Supplemental Cash Flow Information | |||||||
| Cash paid for interest expense | 507,297 | 556,776 | |||||
| Cash paid for income tax | — | — | |||||
| Non-cash Investing and Financing activities | |||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 81,674 | 5,013,830 | |||||
| Disposal of operating lease right-of-use assets | — | (1,508,268 | ) | ) | |||
| Settlement of convertible notes by issuance of ordinary shares | — | 9,789,421 |
All values are in US Dollars.
Reconciliation of cash, cash equivalents and restricted cashto the consolidated balance sheets
| June 30, <br> 2024 | December 31, <br> 2024 | ||||
|---|---|---|---|---|---|
| RMB | RMB | ||||
| (audited) | (unaudited) | (unaudited) | |||
| Cash and cash equivalents | 2,401,495 | 28,113,972 | |||
| Restricted cash | 38,743,831 | 105,800,332 | |||
| Restricted cash, noncurrent | 5,000,000 | 5,000,000 | |||
| 46,145,326 | 138,914,304 |
All values are in US Dollars.
5
Exhibit 99.3
1H 2025 Financial Results April 2025 Zhibao Technology Inc. NASDAQ: ZBAO
1 Forward Looking Statement & Disclaimer This presentation has been prepared by Zhibao Technology Inc. (collectively with its consolidated subsidiaries and affiliated en tities, the “ Company “, “we”, “us”, or “our”) solely for informational purpose. No representations, warrants or understandings, express or implied, are made by the Company or any of its officers, directors, affiliates, advisers or repres ent atives as to, and no reliance should be placed upon, the accuracy, fairness, completeness or correctness of the information or opinions presented or contained in this presentation. By viewing or accessing the information contained in thi s p resentation, you acknowledge and agree that none of the Company or any of its officers, directors, affiliates, advisers or representatives accept any responsibility whatsoever (in negligence or otherwise) for any loss howsoever arising fro m any information presented or contained in this presentation or otherwise arising in connection with the presentation. The information presented or contained in this presentation is subject to change without notice and its accurac y i s not guaranteed. None of the Company or any of its affiliates, advisers or representatives or other service providers make any undertaking to update any such information subsequent to the date hereof except as required by law. This presentatio n s hould not be construed as legal, tax, investment or other advice. This presentation contains forward - looking statements that reflect our current expectations and views of future events. These st atements can be recognized by the use of words such as “expects,” “ plans,” “will,” “estimates,” “projects,” “intends” or words of similar meaning. These forward-looking statements are made only, and are based on, estimates and inform ati on available to the Company, as of the date of this presentation, and are not guarantees of future performance. All statements other than statements of historical fact in this presentation are forward - looking statements, including but not l imited to, the Company’s goals and growth strategies; the Company’s expectations regarding demand for and market acceptance of the Company’s brand and platforms; the Company’s future business development; the Company’s dependence on the development, update, upgrade and innovations of insurance solutions and technologies on a timely basis ; the Company’s ability to attract and retain business channels and end customers; the Company’s ability to compete successfully with its competitors; the Company’s ability to build stable and health relationships with insurance companies; the Company’s ability to develop and maintain effective disclosure controls and internal controls over financial reporting; the C omp any’s ability to implement its expansion plans and obtain capital resources for its planned growth ; the Company’s ability to comply with the continued listing standards of Nasdaq stock market; general economic and business condition in Chi na and elsewhere; the Company's ability to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the volatility of the Company's operating results and financial con dit ion and the price of its Class A ordinary shares; the Company's ability to attract and retain qualified senior management personnel and research and development staff; and assumptions underlying or related to any of the foregoing and ot her risks detailed in the Company's filings with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website at http://www.sec.gov . These forward - looking statements involve known and unknown risks and uncertainties and are based on current expectations, assump tions, estimates and projections about the Company and the industry. The Company undertakes no obligation to update forward - looking statements to reflect subsequent occurring events or circumstances, or to changes in its ex pectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward - looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and inv estors are cautioned that actual results may differ materially from the anticipated results. This presentation does not constitute an offer to sell or a solicitation to purchase or subscribe for any securities of the Company for sale in the United States or anywhere else. No part of this pr ese ntation shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. Specifically, these materials do not constitute a “prospectus” with in the meaning of the US Securities Act of 1933, as amended, and the regulations enacted thereunder. This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect t o t he risks and special considerations involved with an investment in the securities of the Company. Any decision to purchase the Company’s securities should be made solely on the basis of the information contained in the Company’s public fil ing s and any prospectus relating to the proposed offering. Neither the SEC nor any other regulatory body has passed upon the adequacy or accuracy of this presentation . Any representation to the contrary is a criminal offense. In evaluating its business, the Company uses or may use certain n on GAAP measures as supplemental measures to review and assess its operating and financial performance. These non GAAP financial meas ure s have limitations as analytical tools, and when assessing the Company’s operating and financial performances, investors should not consider them in isolation, or as a substitute for any consolidated statement of operation s d ata prepared in accordance with US GAAP. THE INFORMATION CONTAINED IN THIS DOCUMENT IS BEING GIVEN SOLELY FOR YOUR INFORMATION AND ONLY FOR YOUR USE IN CONNECTION WIT H T HIS PRESENTATION. THE INFORMATION CONTAINED HEREIN MAY NOT BE COPIED, REPRODUCED, REDISTRIBUTED, OR OTHERWISE DISCLOSED, IN WHOLE OR IN PART, TO ANY OTHER PERS ON IN ANY MANNER.
Zhibao Technology Inc. is a leading Insur - Tech in China, pioneering 2B2C embedded digital insurance brokerage. Our proprietary PaaS drives rapid deployment of 40+ customized solutions. With 2,000+ B channels 1 and 20M+ end customers 1 served, we’re poised for high growth
Our to - Business - to - Customer Business Model Zhibao provides customized digital insurance solutions to our B Channels B Channel’s online engagement platforms & workflows Embedded B Channel’s existing end customer base To reach Our 2B2C Model Zhibao’s 2B2C business model allows us to efficiently reach and acquire customers at competitive cost By working with B channels with an existing user base, we can reach and serve end customers more precisely Company expends capital on customer acquisition, advertising, building customer loyalty, customer conversation etc. General Public Direct to Consumer Model Our advantages: • Acquire end customers at competitive cost • Leverage B Channel’s existing relationship with end users • Target users more precisely • Higher efficiency • Easily scalable across different B Channels • Customer acquisition more predictable and controllable
Our Technological Underpinnings Our proprietary “ PaaS ” allows us to rapidly assemble and deploy solutions to different B channels reliably. Like meal kits simplify cooking with prepped ingredients, our Platform - as - a - service (PaaS) contains our collection of ready - to - use tech components, enabling fast and reliable assembly of digital insurance solutions for B channels. Our PaaS makes developing and delivering our digital insurance solutions low - cost and low - ris k, enhancing the scalability of our business model
5 Business Segment Overview • China is the world’s second largest insurance market. • However, the insurance brokerage subsector is relatively underdeveloped compared to Western markets. • As a result, the insurance brokerage industry is growing rapidly • The 2B2C digital insurance segment is growing most rapidly at 50%+ CAGR, • Zhibao is the pioneer and market leader in this rapidly growing segment Source: Frost & Sullivan Insurance Brokerage Services Industry Digital Insurance Brokerage Service Industry 2B2C Digital Insurance Brokerage Services • 13.9% CAGR 1 • 28.2% CAGR 1 • 50.1% CAGR 1 1 Between 2022 - 2027E
6 Financial Updates Source: Company Filings & Internal Data 1 As of January 10, 2025 Earning Highlights (unaudited from FY2025 Half Year ended Dec 31, 2024) • Revenue increased RMB 62M to RMB 146.4M (USD 20.1m) • Gross profit increased RMB 12.5M to RMB 42.5M (USD 5.8m) • Income from operations increased RMB 12.1M to RMB 3.8M (USD 521K); • Net income increased RMB 7M to RMB - 1.5M (USD - 208K) • B channels increased to 2,000+ 1 • End customers increased to 20 million+ 1 Forecast for Fiscal Full Year 2025 ending June 30, 2025 • We expect continued robust revenue growth of over 70% • We expect continued increases in gross & operational profit, and net income Revenue (1H2025) RMB 146.4M +74% Gross Profit (1H2025) RMB 42.5M +145% Net Income (1H2025) RMB - 1.5M +7M Income from Operations (1H2025) RMB 3.8M +12M
Our Growth Strategies • Expansion of B channels. • Accelerate the expansion of the number of B - Channels, increasing the number of C - end customers we can access. • Expand our sales force. • Our sales teams increased to 32, compared to 26 in 2024. • Upgrade and enrich our digital insurance solutions • Continue to improve our solutions to reduce friction and increase user conversion. • Launched ZBOT, our internal AI Agent to improve staff efficiency by automating routine tasks and enhancing cross - selling opportunities. • Multiple Conversions per end customer • We have serviced more than 20 million end customers to date. • We are continually improving our 2C digital insurance solution to increase customer retention and encourage additional/subsequent conversions per end user.
Our Growth Strategies • Global Expansion • Seek expansion into foreign markets through strategic partnerships with local companies. • Exploring options to export our PaaS and accumulated expertise to meet similar demands in Southeast Asia and other overseas markets. • Seek new strategic partnerships and cooperation. • We seek out boutique players with similar business models in specific niches as potential strategic cooperation partners. By investing in, and working with these players, we can combine their connections & resources in their niche with our platform & solutions. • Establish our subsidiary reinsurance company in Labuan, Malaysia to support our business. • Our in - house reinsurance company is an innovative expansion upon our business model, creating synergies with our Chinese operating entities.
Zhibao Labuan Reinsurance Company Limited • Our in - house reinsurance company represents an innovative expansion upon our business model. • Our reinsurer is positioned to take a small share of risks produced by Zhibao’s operating entities in China. • This allows us to receive greater revenue per policy in the form of reinsurance premium, as well as sharing potential underwriting profit. • The reinsurer will also increase our bargaining power with our local insurance and reinsurance partners. • Based in Malaysia, the reinsurer is the first step in our international expansion Insurer Reinsurance Zhibao Re Sunshine Insurance Brokers Brokerage Services MGU Services Zhibao Health Approx. 5%
10 Zhibao Tech First Mover Advantage Proprietary & Powerful Technology Platform Successful Business Model: 2B2C Digital Embedded Insurance Brokerage Growth Momentum Through Close Partnerships With B channels Diversified and Customized Insurance Solutions Business Highlights
Our management team has sophisticated insurance and technology background & expertise Our Management Team Botao Ma (Mitchell) Founder, Chairman, Chief Executive Officer • More than 25 years of executive experience in the insurance industry • Chairman of board and general manager of Wills Insurance Brokers Co. Ltd, a Chinese joint venture of an international insurance brokerage group • Served as Associate General Manager of Ping An Property & Casualty Head Office • Director and A ssociate G eneral M anager of Dongda Brokerage, an insurance brokerage company in Shanghai • Bachelor ' s Degree in International Shipping & Master ' s in Marine Law from Shanghai Maritime University, Yuanwen Xia (Sean) Chief Financial Officer • 10+ years experience in PWC and financial management of Fortune 500 companies • 3 years experience in primary market venture capital • Chinese Certified Public Accountant (CPA) • Chartered Financial Analyst (CFA) • Bachelor's Degree from Shanghai Jiaotong University Xiao Luo Co - founder, Chief Operating Officer • Former deputy managing director of risk management department at Willis China • F ounder of "risk consulting + insurance trading" model • 15+ years insurance brokerage business and management experience • Bachelor‘s Degree from Shanghai Jiaotong University & MBA of Shanghai Advanced Institute of Finance Yugang Wang Chief Technology Officer • Served successively as architect, development department manager and PMO, director of Information Technology Department of Allianz Life Insurance and head of Information Technology Department of Fosun United Health Insurance • 20+ years IT systems, architecture, operation management experience within the insurance industry • Bachelor's Degree from Zhejiang University
12 Key Competitive Advantages Competitive Efficiency • Zhibao can create and iterate greater efficiency and speed thanks to our PaaS & digital insurance solutions. • We expect our solutions to be more effective and cost - efficient than many peers because of our experience & investment into our platform. Ideal Business Model • We can acquire end customers efficiently, precisely, and at competitive cost. • Our model is scalable – the number of end customers we can serve can continually increase. • Through future international partnerships , we can adapt our business model abroad. Technology • We can quickly build and deploy quality digital solutions thanks to our PaaS. • Our proprietary PaaS puts us ahead of the competition . Continued investment in our digital insurance solutions expected to allow us to maintain & widen our lead.
Zhibao Technology Inc. Corporate Website: ir.zhibao - tech.com Investor Relations Office ir@zhibao - tech.com Skyline Corporate Communications Group, LLC Scott Powell, President 1177 Avenue of the Americas, 5th Floor New York, NY, 10036 Office: (646) 893 - 5835 Email: info@skylineccg.com Keep in Touch Scan to sign up for email alerts!
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