ZBAO · Zhibao Technology Inc. Class A Ordinary Shares

Zhibao Technology Inc., a Cayman Islands exempted company, executed a Securities Purchase Agreement on April 8, 2026, authorizing the issuance of senior secured convertible notes totaling up to $6,666,667 in original principal across three potential closings. The First Closing covers $3,333,333, with subsequent tranches of $555,556 (Second) and $2,777,778 (Third) contingent on specific conditions including SEC effectiveness of the registration statement, no Events of Default, and for the Third Closing, a minimum $0.75 VWAP over 20 trading days, $100,000 average daily volume, and reduced outstanding notes below $350,000. Notes carry a 10% OID, 7% annual interest (escalating to 18% on default), and convert into Class A Ordinary Shares at an initial $0.87 price. This structure provides immediate non-dilutive capital via debt with equity conversion upside for investors. Supporting documents include a Security Agreement pledging company and subsidiary assets as collateral, a Registration Rights Agreement mandating resale registration of Conversion Shares on Form F-1 within 15 days, and an engagement with R.F. Lafferty & Co. as placement agent for 7.5% fee. Extensive representations affirm financial health: no Material Adverse Effect or undisclosed liabilities since June 30, 2025; reasonable reserves; effective internal controls and disclosure procedures unchanged since that date; GAAP-compliant financials with no restatement needs; independent auditor HYYH CPA, LLC; no dividend restrictions on subsidiaries; good title to assets; full legal and environmental compliance. No bankruptcy intentions or creditor actions noted, with solvency post-issuance. This financing bolsters liquidity while securing investor protections through collateral and registration rights, signaling confidence in near-term Ordinary Share price stability above conversion thresholds.