SecProbe.io

United States securities and exchange commission logo
September 22, 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.
Registration Statement on Form F-1
Filed September 8, 2023
File No. 333-274431
Dear Botao Ma:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed September 8, 2023
Cover Page
1.We note your disclosure that your CSRC filing is still under the CSRC's review and you
have not obtained the final confirmation from the CSRC regarding the completion of the
filing process.  We also note that this offering and your listing on Nasdaq are contingent
on the completion of the filing procedures with the CSRC prior to your listing on Nasdaq
and that you "will complete the filing with the CSRC in compliance with the Trial
Measures prior to [y]our listing on Nasdaq."  In this regard:

•Revise to clarify what you mean by "completion of the filing process" with the CSRC
and "complete the filing with the CSRC" on the cover page and elsewhere in the
prospectus.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 September 22, 2023 Page 2
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
September 22, 2023
Page 2
•Please clarify, if true, that you will not complete the offering and listing on Nasdaq
without first receiving CSRC approval under the Trial Measures.  Include this
disclosure on the cover page and pages 8-9, 25, 28, and 39.
•Tell us how you plan to notify investors about receiving the CSRC approval.
Exhibits
2.We note that certain portions of exhibits 10.1, 10.4, 10.6, 10.7, and 10.9 are
omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.  Please include a prominent
statement on the first page of the redacted exhibit that certain identified information has
been excluded from this exhibit because it is both not material and is the type that the
registrant treats as private or confidential.  Please refer to Item 601(b)(10)(iv) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact William Schroeder at 202-551-3294 or Amit Pande, Accounting Branch
Chief, at 202-551-3423 if you have questions regarding comments on the financial statements
and related matters. Please contact Madeleine 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
cc:       Richard I. Anslow