Zhibao signs $154.7 million Bitcoin-funded PIPE agreement

Zhibao Technology Inc. has signed a definitive agreement for a $154.7 million PIPE financing fully payable in 2,380 Bitcoins. The transaction, scheduled to close within 12 business days, will trigger a major governance overhaul, reducing the board to five members and replacing the current CEO, CFO, and four directors. Proceeds will support business development, AI-focused research, and Zhibao's Digital Asset Reserve strategy to use Bitcoin as a treasury asset.

Bitcoin-denominated PIPE financing structure

• ▪The aggregate purchase price of $154,700,000 for the PIPE units will be fully paid through the contribution of 2,380 Bitcoins.
• ▪Each Zhibao Technology Inc. PIPE unit consists of one Class A ordinary share and one warrant to purchase one Class A ordinary share at $0.35.
• ▪Zhibao Technology Inc. signed a definitive Securities Purchase Agreement on July 31, 2026, to issue and sell 442,000,000 PIPE units to non-U.S. investors.

Board governance reorganization

• ▪Upon closing, four incumbent directors of Zhibao Technology Inc. will resign, and the investors will designate four new director nominees.
• ▪Effective upon the closing of the transaction, the size of Zhibao Technology Inc.'s Board of Directors will be set at five members.
• ▪Current Chairman and Chief Executive Officer Botao Ma will remain as a director on Zhibao Technology Inc.'s Board of Directors.

Executive leadership changes

• ▪The investors in the PIPE transaction will designate the new Chief Executive Officer and Chief Financial Officer of Zhibao Technology Inc.
• ▪Upon closing of the transaction, Zhibao Technology Inc.'s current Chief Executive Officer and Chief Financial Officer will resign.

Digital Asset Reserve strategy

• ▪Zhibao Technology Inc. intends to use the transaction proceeds to further its Digital Asset Reserve strategy focusing on using Bitcoin as a treasury asset.
• ▪The transaction's Bitcoin consideration is valued at $65,000 per Bitcoin based on market prices from July 30, 2026.

AI investment plans

• ▪Zhibao Technology Inc. utilizes big data and artificial intelligence technology to continually iterate and enhance its digital insurance solutions.
• ▪Zhibao Technology Inc. plans to invest a portion of the transaction proceeds into research and development, including artificial intelligence implementations.

Regulatory approvals required

• ▪The closing of the transaction is subject to conditions including obtaining required regulatory and exchange approvals, Nasdaq compliance, and conversion of Class B shares.
• ▪The closing of the PIPE transaction is scheduled to take place within 12 business days following the execution of the agreement on July 31, 2026.