致保科技美股招股说明书(2024-04-02版)

Zhibao Technology Inc. This is the initial public offering of Class A ordinary shares of Zhibao Technology Inc., aCayman Islands exempted company. Zhibao Technology Inc. is a holding company with no materialoperations of its own, which conducts substantially all of its operations through its operating entitiesestablished in the People’s Republic of China (“PRC” or “China”), including Zhibao Technology Co.,Ltd., Shanghai Anyi Network Technology Co., Ltd., Sunshine Insurance Brokers (Shanghai) Co., Ltd.and Shanghai Zhibao Health Management Co., Ltd. (collectively “PRC Subsidiaries” or “ZhibaoChina Group”). Throughout this prospectus, unless the context indicates otherwise, references to“Zhibao”, “our company,” the “Company,” “we,” “us,” “our,” “ourselves”, or similar terms are toZhibao Technology Inc. When used herein, the references to laws and regulations of “China” or the“PRC” are only to such laws and regulations of mainland China, excluding, for the purpose of thisprospectus only, Taiwan, Hong Kong and Macau. We are offering 1,500,000 Class A ordinary shares, par value $0.0001 per share on a firmcommitment basis. The initial public offering price of our Class A ordinary shares is $4.00 per share.Our Class A ordinary shares have been approved for listing on the Nasdaq Capital Market, or Nasdaq,under the symbol “ZBAO.” We currently have two classes of ordinary shares outstanding: Class A ordinary shares and ClassB ordinary shares. The rights of the holders of our Class A ordinary shares and Class B ordinaryshares are identical, except with respect to voting and conversion. Each Class A ordinary share isentitled to one vote and each Class B ordinary share is entitled to twenty votes. Each Class B ordinaryshare is convertible into one Class A ordinary share at the option of the holder of such Class Bordinary share at any time, but Class A ordinary shares shall not be convertible into Class B ordinaryshares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to anyperson or entity other than holders of Class B ordinary shares or their affiliates, such Class B ordinaryshares shall be automatically and immediately converted into the equivalent number of Class Aordinary shares. Holders of Class A ordinary shares and Class B ordinary shares will vote together as asingle class on all matters submitted to a vote of our shareholders, unless otherwise required by law orour amended and restated memorandum and articles of association effectuated in connection with thisoffering. We may rely on dividends and other distributions on equity paid by our PRC Subsidiaries forour cash and financing requirements and we expect that our distribution of earnings or settlement ofamounts owed will be done through our PRC Subsidiaries. If any of our PRC Subsidiaries incurs debton its own behalf in the future, the instruments governing such debt may restrict its ability to paydividends to us. For a description of factors that may affect the ability of our PRC subsidiaries totransfer cash or assets to us, see”Prospectus Summary — Dividend and Other Distributions or AssetsTransfer among Zhibao and Its Subsidiaries” on page 10. See “Risk Factors—Risks Related to DoingBusiness in China — We may rely on dividends and other distributions on equity paid by our PRCSubsidiaries to fund any cash and financing requirements we may have, and the PRC Subsidiaries’restrictions on paying dividends or making other payments to us could restrict our ability to satisfyour liquidity requirements and have a material and adverse effect on our ability to conduct ourbusiness”on page36. Investors are cautioned that we are not a PRC operating company but a Cayman Islandsholding company with operations conducted by our PRC Subsidiaries in China, and that youare purchasing shares of Zhibao, a Cayman Islands holding company in this initial publicoffering instead of purchasing equity securities of our PRC Subsidiaries that have businessoperations in China and you may never hold any equity interests in our PRC Subsidiaries inChina. We control and receive the economic benefits of our PRC Subsidiaries’ businessoperation, if any, through equity ownership. We do not have, nor had we ever, have a variableinterest entity (“VIE”) structure. Our corporate structure, i.e., a Cayman Islands holdingcompany with operations conducted by our PRC Subsidiaries, involves unique risks to investors.The PRC regulatory authorities could disallow this structure, which would likely result in amaterial change in our operations and/or a material change in the value of the securities we areregistering for sale, including a significant decline in the value of such securities or suchsecurities becoming worthless. Table of Contents There are significant legal and operational risks associated with having operating structure as aCayman Islands holding company with substantially all of operations conducted by our PRCSubsidiaries in China, including changes in th