SecProbe.io

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 September 25, 2025

Mitchell 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-3
 Filed September 18, 2025
 File No. 333-290341
Dear Mitchell Ma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Richard I. Anslow
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Zhibao Technology Inc.

 Floor 3, Building 6, Wuxing Road, Lane 727

 Pudong New Area, Shanghai 201204

 Tel: +86 (21) -5089-6502

 September 25, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Finance 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Robert Arzonetti

 Re:
 Zhibao Technology Inc.

 Registration Statement on Form F-3

 Initially filed September 18, 2025

 File No. 333-290341

 Dear Mr. Arzonetti:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Zhibao Technology Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
on Form F-3 so that it will become effective on Monday, September 29, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 Very truly yours,

 /s/ Botao Ma

 Botao Ma

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
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 Zhibao Technology Inc.

 Floor 3, Building 6, Wuxing Road, Lane 727

 Pudong New Area, Shanghai 201204

 Tel: +86 (21) -5089-6502

 July 17, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Finance 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Aisha Adegbuyi

 Todd Schiffman

 Re:
 Zhibao Technology Inc.

 Registration Statement on Form F-1

 Initially filed March 26, 2025, as amended

 File No. 333-286140

 Dear Ms. Adegbuyi and Mr. Schiffman:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Zhibao Technology Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
on Form F-1 so that it will become effective on Monday, July 21, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 Very truly yours,

 /s/ Botao Ma

 Botao Ma

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP
Nason, Yeager, Gerson, Harris & Fumero, P.A.

CORRESP
 1
 filename1.htm

 Zhibao Technology Inc.

 Floor 3, Building 6, Wuxing Road, Lane 727

 Pudong New Area, Shanghai 201204

 VIA EDGAR

 May 23, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Aisha Adegbuyi

 Todd Schiffman

 Re:

 Zhibao Technology Inc.
 Registration Statement on Form F-1
 Filed March 26, 2025
 File No. 333-286140

 Dear Aisha Adegbuyi and Todd Schiffman:

 Zhibao Technology Inc. (the
" Company ," " we ," " our " or " us ") hereby transmits the Company's
response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission
(the " Commission "), on May 20, 2025, regarding the Company's Registration Statement on Form F-1 (the " Registration
Statement ") filed with the Commission on May 9, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is submitting via Edgar Amendment No. 2 to the Registration Statement (the " Amendment
No.2 ") with this response letter.

 Amendment No. 1 to Registration Statement on Form F-1

 Risk Factors

 On February 17, 2023, the CSRC released the New Overseas Listing
Rules, page 38

 1. We
note your revised disclosure in the fifth paragraph in response to prior comment 3. Where you state that "[i]t is uncertain whether
the September 2024 CSRC Filing can be completed. . .", please clarify, if true, that you have not heard back from the CSRC. If that
is the case, indicate how you are certain that this F-1 will not trigger any additional filings with the CSRC.

 Response: In response to the
Staff's comment, we have revised our disclosures on the cover page, page 8, page 9, page 27 and page 39 of the Amendment No. 2 to
clarify the filing requirement with the CSRC in connection with the offering.

 Private Placement

 L1 Private Placement - First Tranche

 First Closing of First Tranche, page 66

 2. We
note your response to prior comment 2. Please specify the terms and conditions that the second tranche financing and third financing
are contingent upon.

 Response: In response to
 the Staff's comment, we have revised our disclosures on the page 66 and page 68 of the Amendment No. 2 to specify the terms
 and conditions that the second tranche financing and third tranche financing are contingent upon and add cross-reference to more
 detailed discussion of the terms and conditions on this prospectus.

 We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact to our counsel, Lijia Sanchez, Esq., at lsanchez@egsllp.com
or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Botao Ma

 Botao Ma
 Chief Executive Officer

 cc:
 Lijia Sanchez, Esq.

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
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<TEXT>
 May 20, 2025

Botao Ma
Chief Executive Officer
Amendment No. 1 to Zhibao Technology Inc.
Floor 3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai 201204

 Re: Amendment No. 1 to Zhibao Technology Inc.
 Registration Statement on Form F-1
 Filed May 12, 2025
 File No. 333-286140
Dear Botao Ma:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 11,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
On February 17, 2023, the CSRC released the New Overseas Listing Rules, page 38

1. We note your revised disclosure in the fifth paragraph in response to
prior comment 3.
 Where you state that "[i]t is uncertain whether the September 2024 CSRC
Filing can
 be completed. . .", please clarify, if true, that you have not heard
back from the CSRC.
 If that is the case, indicate how you are certain that this F-1 will not
trigger any
 additional filings with the CSRC.
 May 20, 2025
Page 2
Private Placement
L1 Private Placement - First Tranche
First Closing of First Tranche, page 66

2. We note your response to prior comment 2. Please specify the terms and
conditions
 that the second tranche financing and third financing are contingent
upon.

 Please contact Aisha Adegbuyi at 202-551-8754 or Todd Schiffman at
202-551-3491
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Lijia Sanchez, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Zhibao Technology Inc.

 Floor 3, Building 6, Wuxing Road, Lane 727

 Pudong New Area, Shanghai 201204

 VIA EDGAR

 May 9, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Aisha Adegbuyi

 Todd Schiffman

 Re:

 Zhibao Technology Inc.
 Registration Statement on Form F-1
 Filed March 26, 2025
 File No. 333-286140

 Dear Aisha Adegbuyi and Todd Schiffman:

 Zhibao Technology Inc. (the
" Company ," " we ," " our " or " us ") hereby transmits the Company's
response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission
(the " Commission "), on April 11, 2025, regarding the Company's Registration Statement on Form S-1 (the " Registration
Statement ") filed with the Commission on March 26, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is submitting via Edgar Amendment No. 1 to the Registration Statement (the " Amendment
No.1 ") with this response letter.

 Registration Statement on Form F-1

 Prospectus Summary

 Recent Developments

 L1 Private Placement - First Tranche, page 12

 1.
 In the first paragraph, you indicate that the referenced "Equity Conditions" are defined in the Securities Purchase Agreement. However, that agreement refers to the Note for a definition. Please provide the definition in this prospectus and provide a cross-reference.

 Response: In response to the
Staff's comment, we have revised our disclosures on the page 12 of the Amendment No. 1 to provide the in-text definition of "Equity
Conditions" and a cross-reference to the Note.

 L1 Private Placement - Second Tranche

 February 2025 Letter Agreement, page 13

 2.
 We note your disclosure regarding "the third closing of Second Tranche to occur on the trading day following the closing price of the Company's Class A ordinary shares . . ." Please clarify whether the purchase price will be contingent on the market price at the time of effectiveness of the registration statement. Refer to Compliance & Disclosure Interpretations 139.06, Securities Act Sections for further guidance.

 Response: In response to the
Staff's comment, we have revised our disclosures on the cover page, page ii, page 22, page 65 and page 71 of the Amendment No. 1
to remove the registration of the securities to be issued under the third closing of the Second Tranche Financing.

 Risk Factors

 On February 17, 2023, the CSRC released
the New Overseas Listing Rules for China-based

 companies, page 38

 3.
 We note your disclosure on page 39 that "[i]t is uncertain whether such [a] filing can be completed or how long it will take to complete such [a] filing." Please clarify if your CSRC filing report submissions are complete or advise.

 Response: In response to the Staff's comment,
we have revised our disclosures on the cover page, page 8, page 27 and page 39 of the Amendment No. 1 to clarify the requirements with
the CSRC in connection with the Second Tranche Financing.

 The sale or availability for sale of substantial
amounts of our Class A ordinary shares could

 adversely affect their market price, page
58

 4.
 We note that you are registering for resale Class A shares issuable upon the conversion of the promissory notes and warrants. It appears that the selling shareholders may significantly increase the total number of shares available in the market. Please revise your disclosure to more clearly and prominently describe the potentially significant dilutive impact these issuances may have on the value of your outstanding Class A shares from not only the existing shares outstanding, but also the shares that may be available after the effectiveness of this registration statement. Your revised disclosures should quantify the potential dilution to the extent practicable and discuss the related risks to current and prospective investors.

 Response: In response to the Staff's comment,
we have revised our disclosures on page 58 of the Amendment No. 1.

 Nasdaq may delist our securities from trading
on its exchange, page 63

 5.
 This risk factor discusses some instances which might lead to Nasdaq taking action to delist your shares. We note your current trading price of $1.04, and that the potential dilution to common shareholders caused by the offer of common shares registered in this registration statement could further depress your share price. In light of these factors, please revise your risk factor disclosure to more prominently and specifically describe the risk that your securities may be subject to delisting if they drop below $1.00 trading price for more than 30 consecutive days pursuant to Nasdaq rules. Your revised disclosure should include a discussion of the applicable listing requirements, your current status relative to these requirements, and the potential consequences to investors if your securities were delisted.

 Response: In response to the Staff's comment,
we have revised our disclosures on page 18 and page 57 of the Amendment No. 1.

 Private Placement

 L1 Private Placement - First Tranche

 First Closing of First Tranche, page 66

 6.
 Please simplify your disclosure to clarify the private placements and specify what shares you are registering for resale.

 Response: In response to the Staff's comment,
we have revised our disclosures from page 66 through page 70 of the Amendment No. 1.

 2

 We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Lijia
Sanchez, Esq., at lsanchez@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Botao Ma

 Botao Ma
 Chief Executive Officer

 cc:
 Richard I. Anslow, Esq.

 Ellenoff Grossman & Schole LLP

 3

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<TEXT>
 April 11, 2025

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 March 26, 2025
 File No. 333-286140
Dear Botao Ma:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form F-1
Prospectus Summary
Recent Developments
L1 Private Placement - First Tranche , page 12

1. In the first paragraph, you indicate that the referenced "Equity
Conditions" are defined
 in the Securities Purchase Agreement. However, that agreement refers to
the Note for
 a definition. Please provide the definition in this prospectus and
provide a cross-
 reference.
L1 Private Placement - Second Tranche
February 2025 Letter Agreement, page 13

2. We note your disclosure regarding "the third closing of Second Tranche
to occur on
 the trading day following the closing price of the Company s Class A
ordinary shares
 April 11, 2025
Page 2

 . . ." Please clarify whether the purchase price will be contingent on
the market price
 at the time of effectiveness of the registration statement. Refer to
Compliance
 & Disclosure Interpretations 139.06, Securities Act Sections for further
guidance.
Risk Factors
On February 17, 2023, the CSRC released the New Overseas Listing Rules for
China-based
companies, page 38

3. We note your disclosure on page 39 that "[i]t is uncertain whether such
[a] filing can
 be completed or how long it will take to complete such [a] filing."
Please clarify if
 your CSRC filing report submissions are complete or advise.
The sale or availability for sale of substantial amounts of our Class A
ordinary shares could
adversely affect their market price, page 58

4. We note that you are registering for resale Class A shares issuable upon
the
 conversion of the promissory notes and warrants. It appears that the
selling
 shareholders may significantly increase the total number of shares
available in the
 market. Please revise your disclosure to more clearly and prominently
describe the
 potentially significant dilutive impact these issuances may have on the
value of your
 outstanding Class A shares from not only the existing shares
outstanding, but also the
 shares that may be available after the effectiveness of this
registration statement. Your
 revised disclosures should quantify the potential dilution to the extent
practicable and
 discuss the related risks to current and prospective investors.
Nasdaq may delist our securities from trading on its exchange, page 63

5. This risk factor discusses some instances which might lead to Nasdaq
taking action to
 delist your shares. We note your current trading price of $1.04, and
that the potential
 dilution to common shareholders caused by the offer of common shares
registered in
 this registration statement could further depress your share price. In
light of these
 factors, please revise your risk factor disclosure to more prominently
and specifically
 describe the risk that your securities may be subject to delisting if
they drop below
 $1.00 trading price for more than 30 consecutive days pursuant to Nasdaq
rules. Your
 revised disclosure should include a discussion of the applicable listing
requirements,
 your current status relative to these requirements, and the potential
consequences to
 investors if your securities were delisted.
Private Placement
L1 Private Placement - First Tranche
First Closing of First Tranche, page 66

6. Please simplify your disclosure to clarify the private placements and
specify what
 shares you are registering for resale.
 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
 April 11, 2025
Page 3

time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Aisha Adegbuyi at 202-551-8754 or Todd Schiffman at
202-551-3491
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Lijia Sanchez, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Zhibao Technology Inc.

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai 201204

Tel: +86 (21) -5089-6502

November 20, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance 100 F Street, NE

Washington, D.C. 20549

Attn: Madeleine Joy Mateo

    Re:
    Zhibao Technology Inc.

    Registration Statement on Form F-1

    Initially filed September 30, 2024, as amended

    File No. 333-282423

Dear Ms. Mateo:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Zhibao Technology Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
on Form F-1 so that it will become effective on Friday, November 22, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Botao Ma

    Botao Ma

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Nason, Yeager, Gerson, Harris & Fumero, P.A.

October 8, 2024
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 30, 2024
File No. 333-282423
Dear Botao Ma:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Lijia Sanchez, Esq.

CORRESP
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Zhibao Technology Inc.

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai 201204

Tel: +86 (21) -5089-6502

March 27, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance 100 F Street, NE

Washington, D.C. 20549

Attn: Madeleine Joy Mateo

    Re:

    Zhibao Technology Inc.

    Registration Statement on Form F-1

    Initially filed September 8, 2023, as amended

    File No. 333-274431

Dear Ms. Mateo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Zhibao
Technology Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement on Form F-1 so that it will
become effective on Friday, March 29, 2024, at 12:00 p.m., Eastern Daylight Time, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Botao Ma

    Botao Ma

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

CORRESP
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EF HUTTON LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

March 27, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    William Schroeder

    Amit Pande

    Madeleine Joy Mateo

    John Dana Brown

    Re:

    Zhibao Technology Inc.

    Registration Statement on Form F-1

    Filed March 22, 2024

    File No. 333-274431

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Friday, March 29, 2024 at 12:00 p.m., Eastern Daylight
Time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through March 27, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated March 22,
2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

EF HUTTON LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
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Zhibao
Technology Inc.

Floor
3, Building 6, Wuxing Road, Lane 727

Pudong
New Area, Shanghai, 201204

People’s
Republic of China

VIA
EDGAR

February 7, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    William Schroeder

    Amit Pande

    Madeleine Joy Mateo

    John Dana Brown

Re:
Zhibao Technology Inc.

Amendment
No. 1 to Registration Statement on Form F-1

Filed
December 22, 2023

File
No. 333-274431

Dear
Mr. Schroeder,

Zhibao
Technology Inc. (the “Company,” “Zhibao,” “we,” “our” or “us”)
hereby transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”), dated January 19, 2024, regarding the Amendment No.
1 to Registration Statement on Form F-1 (the “Registration Statement”) filed to the Commission on December 22, 2023.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. In response to the Staff’s comments, the Company is submitting via Edgar Amendment No. 2 to the Registration Statement
(the “Amendment No.2”) with this response letter.

Form
F-1/A filed December 22, 2023

Cover
Page

1. We
                                            note your disclosure that you submitted your application for cybersecurity review with the
                                            CCRC and that you will not complete the offering and listing without first receiving from
                                            the CRO the approval or the conclusion that the assessment is not needed under Cybersecurity
                                            Review Measures. Please tell us how you plan to notify investors about CRO approval or the
                                            conclusion that the assessment is not needed.

Response:
In response to the Staff’s comment, we have revised our disclosures on the cover page, Prospectus Summary, Risk Factor and elsewhere
of the Amendment No.2. We respectfully advise the Staff that we have made disclosures of our completion of the cybersecurity review in
Amendment No.1.

(2)
Ordinary shares issued to Shanghai Xinhui Investment Consulting Co., Ltd. (“Shanghai Xinhui”), page F-22

2. We
                                            note your disclosure on page F-22 that the Company issued 1,220,374 ordinary shares to Shanghai
                                            Xinhui in exchange for a cash consideration of RMB 5.82 million and that you recognized the
                                            difference between the fair value of the issued shares and the purchase price as a share-based
                                            compensation expense to Mr. Botao Ma, Chairman of the Board and Chief Executive Officer of
                                            the Company. Please tell us how you determined this transaction resulted in compensation
                                            expense and provide us your accounting analysis including the authoritative accounting guidance
                                            you relied on in reaching your conclusion. Please also explain to us in detail how you applied
                                            the discounted cash flow method to determine the fair value of ordinary shares to determine
                                            fair value of the underlying common shares.

Response:
We respectfully advise the Staff of our analysis as below:

    a.
    Accounting analysis on issuance of 1,220,374
    ordinary shares to Shanghai Xinhui

In May 2023, we issued 1,220,374 ordinary shares to Shanghai
Xinhui for proceeds of RMB 5,820,049 at RMB 4.77 per share. Shanghai Xinhui is solely owned and controlled by Mr. Botao Ma, Chairman of
the Board and Chief Executive Officer of the Company (“Mr. Ma”). The fair value of the ordinary shares at the issuance date
was estimated at RMB49.62 per share  according to a valuation report issued by an independent valuation firm.

As
we are in the process of initial public offering of our Class A ordinary shares, we also considered the Staff’s view on “cheap
stock”, which refers to equity instruments that are issued shortly before an initial public offering date, at prices significantly
below the initial public offering price. As the proceeds received from the issuance of the 1,220,374 ordinary shares were significantly
lower than the estimated fair value of the shares, we performed the accounting analysis by taking into account the substance of such
issuance of ordinary shares to Mr. Ma, which represented a compensation for the services that he has provided to the Company. We referred
to ASC 718-10-15-3 and concluded that such issuance of ordinary shares was in the scope of Stock Compensation Topic. The substance of
the difference between the proceeds and the estimated fair value at issuance date represents the fair value of the compensation provided
to Mr. Ma for the services that he has provided in the past. Accordingly, we recognized the ordinary shares issuance at the proceeds
received, and the difference between the fair value and the proceeds from Shanghai Xinhui was recorded as compensation expenses which
was charged in the account of general and administrative expenses.

    b.
    Determination of the
    fair value of ordinary shares by applying discounted cash flow method

To
determine the fair value of ordinary shares of the Company, we followed the guidance of ASC 820-10-35-16BB.c and utilized the discounted
cash flow (“DCF”) method of the income approach which was weighted at 100%. The future cash flows of the Company were based
on estimates of the projected revenues, gross margins, operating income, excess net working capital, capital expenditures, and other
factors. We used estimated revenue growth rates for cash flow projections and the application of an appropriate discount rate.

We assumed the revenue growth rate to be approximately
26%, 25%, 24%, 23% and 10% for the years ended June 30, 2024, 2025, 2026, 2027 and 2028. As compared with the growth rate of approximately
31% for the year ended June 30, 2023, we believe the growth rate in the next five years are reasonable considering: 1) Expansion of the
sales team. We plan to expand our sales teams in the coming five years which are one of the major factors to support our continuing growth
in brokerage services. 2) Corporation with more B Channels. We intend to expand our collaborations with additional B channels in the
forthcoming years to enhance our development and foster growth within the digital brokerage industry. 3) Increase in end customers. With
our expansion of sales team and increased corporation with B-channel, we believe we would gain a growing number of end customers. 4)
Increase in insurance premium per customer. The insurance premium per person in the PRC is lower than in other developed countries. The
increase in insurance premium is foreseeable with better product mix to be promoted to the market. 5) Increase in brokerage commission
rate. With the increase in end customer base, and increase in insurance premium, we believe we would gain increasing bargain power among
insurance companies and increase our commission rate. The discounted rate of 15% for the DCF model was based on the weighted average
cost of capital (“WACC”), which was developed to reflect the Company’s assumptions of marketplace participant’s
cost of capital and risk assumptions, both specific and overall in the economy. Factors including business model and profitability were
taken into consideration and five comparable companies were selected for consideration. A terminal value estimated growth rate was applied
to the final year of the projected period and reflected the estimated perpetual growth with a consideration of enterprise value. We also
considered the discount of lack of marketability (“DLOM”) of 10%, derived by reference to put option based on Black-Scholes
Option Pricing Model and factors including expected IPO date and expected volatility were taken into consideration. We calculated a present
value of the projected cash flows with adjustment of debts, non-operating assets/liabilities, lack of marketability discount and excess
cash to arrive at an estimate of the fair value under the income approach.

***

    2

We
thank the Staff for its review of the foregoing. If you have any further comments or questions, please feel free to contact our counsel,
Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Botao Ma

    Botao Ma, Chief Executive
    Officer

    Zhibao Technology Inc.

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman &
    Schole LLP

3

United States securities and exchange commission logo
January 19, 2024
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.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 22, 2023
File No. 333-274431
Dear Botao Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 22, 2023 letter.
Form F-1/A filed December 22, 2023
Cover Page
1.We note your disclosure that you submitted your application for cybersecurity review with
the CCRC and that you will not complete the offering and listing without first receiving
from the CRO the approval or the conclusion that the assessment is not needed under
Cybersecurity Review Measures. Please tell us how you plan to notify investors about
CRO approval or the conclusion that the assessment is not needed.
(2) Ordinary shares issued to Shanghai Xinhui Investment Consulting Co., Ltd. ("Shanghai
Xinhui"), page F-22
2.We note your disclosure on page F-22 that the Company issued 1,220,374 ordinary shares
to Shanghai Xinhui in exchange for a cash consideration of RMB 5.82 million and that
you recognized the difference between the fair value of the issued shares and the purchase

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 January 19, 2024 Page 2
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
January 19, 2024
Page 2
price as a share-based compensation expense to Mr. Botao Ma, Chairman of the Board
and Chief Executive Officer of the Company. Please tell us how you determined this
transaction resulted in compensation expense and provide us your accounting analysis
including the authoritative accounting guidance you relied on in reaching your conclusion.
Please also explain to us in detail how you applied the discounted cash flow method to
determine the fair value of ordinary shares to determine fair value of the underlying
common shares.
            Please 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
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

Zhibao Technology Inc.

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai, 201204

People’s Republic of China

VIA EDGAR

December 21, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    William Schroeder

    Amit Pande

    Madeleine Joy Mateo

    John Dana Brown

  Re:
  Zhibao Technology Inc.

Registration Statement on Form F-1

Filed September 8, 2023

File No. 333-274431

Dear Mr. Schroeder,

Zhibao Technology Inc. (the
“Company,” “Zhibao,” “we,” “our” or “us”) hereby transmits the
Company’s responses to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated September 22, 2023, regarding the Registration Statement on Form F-1 (the “Registration
Statement”) submitted to the Commission on September 8, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is submitting via Edgar Amendment No. 1 to the Registration Statement (the “Amendment
No.1”) with this response letter.

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.

 ● 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.

Response: In response to the Staff’s comment, we have
revised our disclosures on the cover page, Prospectus Summary and elsewhere of the Amendment No.1. We respectful advise the Staff that upon the effectiveness of the Trial Measures, the CSRC approval for overseas offering and listing
has been replaced by the filing requirements under the Trial Measures. We have fulfilled the CSRC filing requirements in compliance with
the Trial Measures, which was evidenced by the written notice released by the CSRC on its website on October 25, 2023. In addition, we also made disclosures in Amendment No.1 and will notify investors of our completion of the CSRC filing procedures under
the Trial Measures through our website at www.zhibao-tech.com.

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.

Response: In response to the Staff’s comment, we have
included a prominent statement on the first page of each redacted exhibit to the Amendment No.1 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.

We thank the Staff for its
review of the foregoing. If you have any further comments or questions, please feel free to contact our counsel, Richard I. Anslow, ranslow@egsllp.com
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Botao Ma

    Botao Ma, Chief Executive Officer

    Zhibao Technology Inc.

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman & Schole LLP

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

CORRESP
1
filename1.htm

Zhibao Technology Inc.

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai, 201204

People’s Republic of China

VIA EDGAR

September 8, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    William Schroeder

    Amit Pande

    Madeleine Joy Mateo

    John Dana Brown

Re: Zhibao Technology Inc.

Amendment No. 3 to Draft Registration Statement
on Form F-1

Submitted August 11, 2023

CIK No. 0001966750

Dear Mr. Schroeder,

Zhibao Technology Inc. (the “Company,”
“Zhibao,” “we,” “our” or “us”) hereby transmits the Company’s responses
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated September 1, 2023, regarding the Amendment No. 3 to Draft Registration Statement on Form F-1 (the “Form F-1”)
submitted to the Commission on August 11, 2023.

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response. In response to the Staff’s
comments, the Company is submitting via Edgar a Registration Statement (the “Registration Statement”) with this response
letter.

Amendment No. 3 to Draft Registration Statement on Form F-1 submitted
August 11, 2023

Shareholder Agreement between Zhibao China and Certain Investors,
page 112

 1. We note that under the Shareholder Agreements, investors’ shares are subject to antidilution provisions. Please describe the events
that would trigger the anti-dilution adjustments and quantify the number and value of the securities the investors will receive pursuant
to the anti-dilution provisions.

Response:
In response to the Staff’s comment, we have revised our disclosures under “Material Contracts” section on pages
112 and 113 of the Registration Statement.

Compensation of Directors and Executive Officers, page 142

 2. We note your response to our prior comment 2 and reissue in part. Please update the compensation information of directors in the
second paragraph of this section to cover the most recently completed fiscal year. Refer to Item 6.B of Form 20-F.

Response: In response to the Staff’s comment, we have
revised our disclosures under “Management - Compensation of Directors and Executive Officers” section on page 142 of
the Registration Statement.

We thank the Staff for its review of the foregoing.
If you have any further comments or questions, please feel free to contact our counsel, Richard I. Anslow, ranslow@egsllp.com or by telephone
at (212) 370-1300.

    Sincerely,

    /s/ Botao Ma

    Botao Ma, Chief Executive Officer

    Zhibao Technology Inc.

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
September 1, 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.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted August 11, 2023
CIK No. 0001966750
Dear Botao Ma:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 26, 2023 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted August 11, 2023
Shareholder Agreement between Zhibao China and Certain Investors, page 112
1.We note that under the Shareholder Agreements, investors' shares are subject to anti-
dilution provisions.  Please describe the events that would trigger the anti-dilution
adjustments and quantify the number and value of the securities the investors will receive
pursuant to the anti-dilution provisions.
Compensation of Directors and Executive Officers, page 142
2.We note your response to our prior comment 2 and reissue in part.  Please update the
compensation information of directors in the second paragraph of this section to cover the
most recently completed fiscal year.  Refer to Item 6.B of Form 20-F.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 September 1, 2023 Page 2
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
September 1, 2023
Page 2
            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

United States securities and exchange commission logo
July 26, 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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 14, 2023
CIK No. 0001966750
Dear Botao Ma:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted July 14, 2023
Cash and cash equivalents and restricted cash, current and noncurrent, page 85
1.We note your disclosure on page 85 that restricted cash mainly represents the unremitted
insurance premiums collected from certain insureds, which are held in custody until
disbursed to insurance companies. We also note the balance significantly increased from
RMB 2.3M and RMB 4M as of the years ended June 30, 2021 and 2022, respectively, to
RMB 210M as of December 31, 2022. Please revise to explain the timing of remittances
of collected insurance premiums and reasons for the significantly increased balance as of
December 31, 2022, compared to prior periods.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 July 26, 2023 Page 2
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
July 26, 2023
Page 2
Compensation of Directors and Executive Officers, page 140
2.Please update this information to cover the most recently completed fiscal year.  Refer to
Item 6.B of Form 20-F.
Reorganization, page F-8
3.We note your disclosure on page F-8 that “In March 2023, four preferred shareholders of
Zhibao China surrendered their equity interest in Zhibao China. In April 2023, three of the
four preferred shareholders determined to contribute the cash consideration to be received
from Zhibao China in return for their equity surrender to Zhibao directly. In May 2023,
Zhibao issued an aggregate of 2,287,360 ordinary shares to the three investors.”  Please
provide us further information about the background and reasons for these transactions
along with the journal entries, including a description of what each entry represents, so
that we may better understand your accounting.
4.Please file the agreements material to the transaction noted in the comment above as
exhibits and disclose the material terms of such agreements.
Note 10 Subscription Fees Advanced From Shareholders, page F-22
5.We note the revised disclosure in Note 10 on page F-22 regarding preferred shareholders
and their subscription agreements.  We also note the added disclosure in Note 1 on page
F-8 indicating that the equity agreement changed with three of the four preferred
shareholders.  So that we may better understand your accounting please tell us:
•What date the original agreements were signed and what the original terms of the
agreements were with the four shareholders described in Note 10 on page F-23 of the
Form F-1 filed on May 17, 2023;
•What date the new agreements were signed, if any, and what the revised terms
were with the three preferred shareholders referenced in your disclosure on page F-8,
and how they are different from the original agreement; and
•The terms of the current agreement with the one investor in redeemable preferred
shares referenced in Note 10 of the current Form F-1 and how they are different from
the original agreement.
6.We note your disclosure on page F-22 that “As part of reorganization, such investor
withdrew its equity interest in Zhibao China, planned to contribute the same amount of
said withdrawn capital to Zhibao directly, and Zhibao planned to approve the issuance of
shares to such investor for the consideration of RMB 15 million.”  Please provide us
further information about the background and reasons for this transaction along with the
journal entries, including a description of what each entry represents, so that we might
better understand your accounting.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 July 26, 2023 Page 3
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
July 26, 2023
Page 3
Exhibits
7.Please file your two employee incentive plans as exhibits pursuant to Item
601(B)(10)(iii)(B) of Regulation S-K.
            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 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

United States securities and exchange commission logo
June 6, 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 18, 2023
CIK No. 0001966750
Dear Botao Ma:
            We have reviewed your amended 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.
Form DRS S-1 submitted May 18, 2023
General
1.Please revise to include interim financial statements at a minimum for the period ended
December 31, 2022, covering the first six months of fiscal year 2023, in your next
amendment.
Accounts Receivable, Net, page F-11
2.We note your policy disclosure on page F-11 that "[a]ccount balances are charged off
against the allowance after all means of collection have been exhausted and the potential
for recovery is considered remote" and your aging of accounts receivable on page F-18
that indicates accounts receivable of RMB 517,202 and RMB 536,655 were greater than

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 June 6, 2023 Page 2
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
June 6, 2023
Page 2
one year past due as of June 30, 2021 and 2022, respectively. We also note that you
did not write-off any accounts receivable during those periods.  Please tell us and revise to
disclose how much greater than one year these accounts receivable are past due and
how you determined the potential for recovery was not remote.
Insurance brokerage services, page F-12
3.We note your response to comment 24. Please tell us and revise to clarify if you have the
contractual right to receive renewal fees other than incentives on renewal contracts. If you
do have the contractual right to receive renewal fees other than incentives on renewal
contracts please disclose which insurance products that applies to and quantify the amount
of renewal fees recognized.
4.We note your response to comment 24 and your disclosure on page F-12 that "[w]hen the
insurance policies are renewed for more than one year, a higher commission fee rate is
applied retrospectively.” Please tell us the specific authoritative US GAAP guidance that
is the basis for your accounting policy.  In addition, to the extent you only have the right
to receive incentive income on renewals, please tell us and revise to reconcile the
aforementioned policy with the following policy disclosure on page F-12 that “[t]he
Company did not include such an incentive in the transaction price because the Company
cannot reliably estimate the variable consideration as it lacked sufficient historical renew
information. Because the Company does not expect material incentives in the future, the
Company will recognize incentives as revenues upon confirmation with the insurance
companies.”
3 - Accounts Receivable, page F-17
5.We note the headings “Less than 1 year” and “Over 1 year” in your aging of accounts
receivable table on page F-18. Please revise to separately present the amounts of your
accounts receivable that are past due, i.e., greater than 60 days.
6.We note your response to comment 26 that you do not determine delinquency status of
accounts receivables until the insurance suppliers file a bankruptcy or liquidation with the
Court. Please tell us and revise to disclose if this means that you do not write-off an
accounts receivable until the insurance supplier files for bankruptcy or liquidation with the
Court.
7.We note your response to comment 26. Please revise your accounts receivable policy on
page F-11 to disclose that accounts older than 60 days are considered past due, consistent
with your response.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 June 6, 2023 Page 3
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
June 6, 2023
Page 3
8.We note your response to comment 27. Please refer to the guidance in ASC 310-10-50-
11B and revise to include a roll forward of the activity in the allowance for doubtful
accounts for all of its components and for each period presented. In addition, please revise
your disclosure in the “Results of Operations” section to discuss the changes in your
allowance for doubtful accounts or lack thereof, considering the significant variation in
the amount of and aging of your accounts receivable at each period end.
            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 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

United States securities and exchange commission logo
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

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 April 19, 2023 Page 2
 FirstName LastNameBotao Ma
Zhibao Technology Inc.
April 19, 2023
Page 2
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

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 April 19, 2023 Page 3
 FirstName LastNameBotao Ma
Zhibao Technology Inc.
April 19, 2023
Page 3
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.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
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Zhibao Technology Inc.
April 19, 2023
Page 4
•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.

 FirstName LastNameBotao Ma
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 April 19, 2023 Page 5
 FirstName LastNameBotao Ma
Zhibao Technology Inc.
April 19, 2023
Page 5
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.

 FirstName LastNameBotao Ma
 Comapany NameZhibao Technology Inc.
 April 19, 2023 Page 6
 FirstName LastName
Botao Ma
Zhibao Technology Inc.
April 19, 2023
Page 6
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