Zhibao Technology Inc 20-F/A, filed Apr 28, 2025
Zhibao Technology Inc. (ZBAO)
About this 20-F/A
Zhibao Technology Inc filed this 20-F/A on April 28, 2025, covering the fiscal year ended June 30, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission File Number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
+86 (21) -5089-6502
(Address of principal executive offices)
Chief Executive Officer
Phone:
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
| Note - | Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated file | Emerging growth company | ||||
| ☐ | ☐ | ☒ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board | Other | |||
| ☒ | ☐ | ☐ |
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).
☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Explanatory Note
Zhibao Technology Inc. (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Annual Report on Form 20-F/A (the “Amendment”) to amend its Annual Report on Form 20-F for the fiscal year ended June 30, 2024 (the “Original Report”), as filed with the United States Securities and Exchange Commission (“SEC”) on October 31, 2024 (“Original Filing Date”), to (i) add a risk factor titled “We previously misstated that our disclosure controls and procedures were effective as of June 30, 2024, when in fact they were not, which could adversely affect investor confidence and expose us to regulatory or legal risks” in “Part I Item 3. Key Information – D. Risk Factors – Risks Related to Our Business and Industry”; and (ii) revise the disclosures regarding the evaluation of the effectiveness of our disclosure controls and procedures in “Part II Item 15. Controls and Procedures.”
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to this Amendment.
Except as described above, no other information included in the Original Report is being amended or updated by this Amendment and, other than as described herein, this Amendment does not purport to reflect any information or events subsequent to the Original Report. This Amendment should be read in conjunction with the Original Filing, which continues to speak as of the date of the Original Filing Date, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Report.
Table of Contents
| Page | ||
| PART I | ||
| ITEM 3. | KEY INFORMATION | 1 |
|
PART II |
||
| ITEM 15. | CONTROLS AND PROCEDURES | 2 |
i
ITEM 3. KEY INFORMATION
D. Risk Factors.
Risks Related to Our Business and Industry
We previously misstated that our disclosure controls and procedures were effective as of June 30, 2024, when in fact they were not, which could adversely affect investor confidence and expose us to regulatory or legal risks.
In our Original Report on Form 20-F for the fiscal year ended June 30, 2024, we incorrectly stated that our disclosure controls and procedures were effective as of that date. We have subsequently determined that our disclosure controls and procedures were, in fact, ineffective as of June 30, 2024, due to our material weaknesses in our internal control over financial reporting described below.
As of June 30, 2024, we identified the material weaknesses related to: (i) insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP commensurate with its financial reporting requirements, and (ii) the Company has inadequate proper IT control related logical access security.
This misstatement may undermine investor confidence in the accuracy and reliability of our public disclosures and the effectiveness of our internal controls and procedures. Additionally, inaccurate disclosure regarding the effectiveness of our disclosure controls and procedures may subject us to increased scrutiny by the SEC, potential liability under the Exchange Act, including Sections 13(a) and 15(d) thereof, and under the anti-fraud provisions of the Securities Act of 1933, as amended.
Such exposure may result in regulatory investigations, enforcement actions, civil litigation, and reputational harm. If we fail to remediate the identified deficiencies and to maintain effective disclosure controls and procedures in the future, our ability to comply with our reporting obligations under the Exchange Act and to provide accurate and timely disclosure to investors could be impaired. Any such failure could adversely affect our business, financial condition, results of operations, and the market price of our securities.
1
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Exchange Act as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based upon this evaluation, our management, with the participation of our chief executive officer and chief financial officer, has concluded that, as of June 30, 2024, our disclosure controls and procedures were ineffective due to the material weaknesses in internal control over financial reporting identified below.
Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC’s rule and forms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act. As required by Rule 13a-15(c) of the U.S. Exchange Act.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As required by Rule 13a-15(c) of the Exchange Act, our management conducted an evaluation of our company’s internal control over financial reporting as of June 30, 2024 based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was ineffective as of June 30, 2024.
2
In the course of preparing our consolidated financial statements in the prior years, we identified two material weaknesses which have not been remedied in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As of June 30, 2024, we identified the material weaknesses related to: (i) insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP commensurate with its financial reporting requirements, and (ii) the Company has inadequate proper IT control related logical access security.
Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, including: (i) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for its accounting and financial reporting personnel; (ii) implement formal access and change controls to our systems, and make changes to our information technology systems; and (iii) establish more robust processes supporting internal control over financial reporting.
As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
Other than those disclosed above, there were no changes in our internal controls over financial reporting during our fiscal year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 19. EXHIBITS
| Exhibit Number |
Description of Document | |
| 12.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act | |
| 12.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act | |
| 13.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 13.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 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 (embedded within the Inline XBRL document) |
| * | Filed herewith |
| ** | Furnished herewith |
| *** | Previously filed with the Original Filing |
3
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Zhibao Technology Inc. | ||
| By: | /s/ Botao Ma | |
| Name: | Botao Ma | |
| Title: | Chief Executive Officer | |
Date: April 28, 2025
4
Exhibit 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 Of the Sarbanes-Oxley Act 2002
I, Botao Ma, Chief Executive Officer of Zhibao Technology Inc., certify that:
| 1. | I have reviewed this annual report on Form 20-F/A of Zhibao Technology Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 28, 2025
| By: | /s/ Botao Ma | |
| Name: | Botao Ma | |
| Title: | Chief Executive Officer | |
Exhibit 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 Of the Sarbanes-Oxley Act 2002
I, Yuanwen Xia, Chief Financial Officer of Zhibao Technology Inc., certify that:
| 1. | I have reviewed this annual report on Form 20-F/A of Zhibao Technology Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 28, 2025
| By: | /s/ Yuanwen Xia | |
| Name: | Yuanwen Xia | |
| Title: | Chief Financial Officer | |
Exhibit 13.1
Certification by the Chief Executive Officer
Pursuant to Section 906 Of the Sarbanes-Oxley Act 2002
In connection with the Annual Report of Zhibao Technology Inc. (the “Company) on Form 20-F/A for the year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Botao Ma, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 28, 2025
| By: | /s/ Botao Ma | |
| Name: | Botao Ma | |
| Title: | Chief Executive Officer | |
Exhibit 13.2
Certification by the Chief Financial Officer
Pursuant to Section 906 Of the Sarbanes-Oxley Act 2002
In connection with the Annual Report of Zhibao Technology Inc. (the “Company) on Form 20-F/A for the year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuanwen Xia, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 28, 2025
| By: | /s/ Yuanwen Xia | |
| Name: | Yuanwen Xia | |
| Title: | Chief Financial Officer | |