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April 19, 2023
Botao Ma
Chief Executive Officer
Zhibao Technology Inc.
Floor 3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai 201204
Re:Zhibao Technology Inc.
Draft Registration Statement on Form F-1
Filed March 23, 2023
CIK No. 0001966750
Dear Botao Ma:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS on Form F-1 Submitted March 23, 2023
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Your disclosure should acknowledge
that Chinese regulatory authorities could disallow this structure, which would likely result
in a material change in your operations and/or a material change in the value of the
securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless.
2.Please disclose the location of your auditor’s headquarters and whether and how the

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Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Disclose clearly the entity (including the domicile) in which investors
are purchasing an interest.
4.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings.  Please disclose how,
if at all, the Trial Measures apply to this transaction, whether you and relevant parties to
this transaction have complied with your obligations under the Trial Measures, and the
risks to investors of non-compliance.
About This Prospectus, page ii
5.Please revise your definition of "China" or "PRC" to include Hong Kong and Macau and
to clarify that the “legal and operational” risks associated with operating in China also
apply to your operations in Hong Kong. The definition may clarify that the only time that
“China or the PRC” does not include Hong Kong or Macau is when you are referencing
specific laws and regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any
risks and consequences to the company associated with those laws and regulations.
Overview, page 1
6.We note your disclosure that you had a net loss for the fiscal year ended June 30, 2021.
Please include here the loss in U.S. dollars.
7.You state that the Frost & Sullivan Report ranks you as number one in terms of market
share and revenue within the 2B2C embedded insurance brokerage sector in China,
however you also state that 2B2C "is [y]our innovative business model."  Revise the
second paragraph of your overview to disclose the market size of the 2B2C sector in
China in RMB, your market share, and the number of insurance companies participating
in this sector.
Prospectus Summary
Risks Related to Doing Business in China, page 12
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor for a period of two consecutive years, and that as a result an
exchange may determine to delist your securities.
9.We note your disclosure about the Holding Foreign Companies Accountable Act. Please

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expand your risk factors to disclose that the Holding Foreign Companies Accountable Act,
as amended by the Consolidated Appropriations Act, 2023, decreases the number of
consecutive “non-inspection years” from three years to two years, and thus, reduces the
time before your securities may be prohibited from trading or delisted.  Update your
disclosure to describe the potential consequences to you if the PRC adopts positions at any
time in the future that would prevent the PCAOB from continuing to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong.
Risk Factors
We are dependent on key insurance companies on the supply of insurance products to our end
customers, page 41
10.We note your disclosure that for the years ended June 30, 2021 and 2022, one key
insurance company accounted for approximately 25.9% and 14.5%, respectively, of your
revenues. Please revise the business section to describe your partnership with the one key
insurance company and any agreements you may have relating to this partnership. Please
file any material agreements with the one key insurance company as an exhibit.
We are subject to risks relating to our leased properties, page 41
11.Please disclose the number of lease agreement that have not been registered with the PRC
governmental authorities and for which the PRC government authorities may impose
fines.
Use of Proceeds, page 64
12.We note your disclosure that you intend to use a portion of the net proceeds from this
offering for business expansions, mergers and acquisitions. If known, please give a brief
description of such businesses and information on the status of the acquisitions. Please see
Item 3(C)(3) of Form 20-F.
Enforcement of Civil Liabilities, page 68
13.We note that your subsidiary Zhibao HK is a Hong Kong entity. Please discuss the
enforcement of civil liabilities in Hong Kong. Please make conforming changes
throughout the registration statement by discussing, where appropriate, the commensurate
laws and regulations in Hong Kong, if applicable, and any risks and consequences to the
company associated with those laws and regulations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors That Affect Operating Results, page 74
14.Please revise to include disclosures about the following:
•Information about the number of polices submitted by customers and polices
approved by insurance carriers disaggregated by product type for the periods
presented.

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•Discuss any known reason(s) or trends between approved policy rates for the periods
presented.
Key Components of Results of Operations
Revenues, page 75
15.We note disclosure on page 2 that that you offer life insurance and property and casualty
insurance products as part of your service. Please address the following:
•Revise to disaggregate Insurance Brokerage and MGU service revenue by insurance
product type and discuss how commissions or fees earned differ between the two
product lines.
•We further note that revenues from Insurance Brokerage as a percentage of total
revenues have been increasing while those from MGU Service Fees have been
dropping over the periods presented. Please revise to discuss the reason(s) for and the
drivers behind the noted variability in these revenues as well as any known trends
that impact comparability between these periods. Please refer to Item 303 of
Regulation S-K.
Cost of Revenues, page 76
16.We note your disclosure on page 76 that cost of revenues primarily consists of
intermediary fees paid to B channels and other services to facilitate the insurance
brokerage and MGU services. Please revise your filing to discuss the reason(s) for and the
drivers behind noted variability in these costs for each period presented as well as any
known trends that impact comparability between periods. Please refer to Item 303 of
Regulation S-K.
Results of Operations
Revenues, page 77
17.We note disclosures of your gross written premiums for your Insurance Brokerage
business. Please revise to also disclose gross written premiums for your MGU Services
business for the periods presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Income tax expenses, page 78
18.We note your disclosure that you earned net income from your one subsidiary in the PRC
in the year 2022. Please indicate the subsidiary from which you earned income.
Our Business
Employees, page 105
19.We note your disclosure on page 78 that there was a decrease of headcount in your
research and development department for the year ended June 30, 2022. Please disclose
any significant changes in the number of employees. Please see Item 6(D) of Form 20-F.

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Management
Compensation of Directors and Executive Officers, page 132
20.Please disclose the total amounts set aside or accrued by the company or its subsidiaries to
provide pension, retirement or similar benefits. Please see Item 6(B) of Form 20-F.
Principal Shareholders, page 133
21.Please indicate whether the company's major shareholders have different voting rights, or
an appropriate negative statement. Please see Item 7(A)(1)(c) of Form 20-F.
Description of Share Capital, page 137
22.Please include a description of the representative's warrants to be issued in this offering.
Management general underwriter ("MGU") services, page F-12
23.We note your disclosure on page F-13 that revenues related to claims and risk control
services are recognized ratably over the term of the insurance policies. Please tell us and
revise to disclose the term of the insurance policies and clarify whether all revenues
presented under Services transferred over time as disclosed on page F-14 relate to these
services.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition
Insurance brokerage services, page F-12
24.We note your disclosure that when the insurance policies are renewed for more than one
year a higher commission rate is applied retrospectively. Please tell us how you
determined that applying a higher commission rate retrospectively for renewals complies
with the guidance in ASC 606 and revise to disclose the following:
•Discuss which insurance products generate renewal income;
•Quantify the amount of renewal income recognized, by insurance product
type, during the periods presented; and
•Explain how you are compensated for renewals and your accounting policy related to
their recognition.
25.We note your disclosure on page F-12 that you recognize insurance brokerage
commissions net of return allowances and that you did not record a return allowance
during the years ended June 30, 2021 and 2022. Please tell us and revise to disclose the
circumstances in which you would accept a return and quantify the actual returns during
the periods presented.
3 - Accounts Receivable , page F-17
26.Please revise to disclose an aging of your accounts receivable and your policy for
determining past due or delinquency status.  Please refer to ASC 310-10-50 -6 and 7a.

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27.Please revise to include a roll forward of the activity in the allowance for doubtful
accounts for each period including the balance in the allowance at the beginning and end
of each period, the current provision, direct write-downs charged against the allowance,
and recoveries of amounts previously charged off. Please refer to ASC 310-10-50-11B.
General
28.We note your disclosure that there is no established market for the securities. Please
describe, where appropriate, the manner of determination of the offering price as well as
the exercise price of warrants, including who established the price or who is formally
responsible for the determination of the price, the various factors considered in such
determination and the parameters or elements used as a basis for establishing the price.
Please see Item 9(A)(2) of Form 20-F.
29.Please disclose whether you have operations conducted through contractual arrangements
with a variable interest entity (VIE) based in China. If you use a structure that involves a
VIE, please revise your filing, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated this structure. For additional
guidance, please see the Division of Corporation Finance's Sample Letter to China-Based
Companies issued by the Staff in December 2021.
30.Please discuss the information, where appropriate and as applicable, required by Items
2(B)(1) and 2(B)(3) of Form 20-F.
            You may contact William Schroeder at 202-551-3294 or Amit Pande at 202-551-3423 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance