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
 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,
FirstName LastNameBotao Ma
                                                          Division of
Corporation Finance
Comapany NameZhibao Technology Inc.
                                                          Office of Finance
January 19, 2024 Page 2
cc:       Richard I. Anslow
FirstName LastName