18 unchanged sentences
control over financial reporting was not effective March 31, 2025 due to the following material weaknesses:
−Removed: did not have sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S.
−Removed: GAAP accounting
−Removed: issues and to prepare and review financial statements and related disclosures under U.S.
−Removed: Specifically, our control did not operate
−Removed: effectively to ensure the appropriate and timely analysis of and accounting for unusual and non-routine transactions and certain financial
−Removed: statement accounts;
−Removed: are lacking adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried
−Removed: out as planned;
−Removed: had deficiencies in our IT general controls regarding to the Logical Access Security, Change Management, IT Operations and Cybersecurity
−Removed: of our financial system and key application system, etc.
−Removed: A material weakness is a deficiency, or a combination of deficiencies,
−Removed: within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility
−Removed: that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
−Removed: During the year ended March 31, 2024, we are in the progress of improving our system security environment and conducting regular
−Removed: backup plans to ensure network and information security.
−Removed: We also kept refining the operational and financial system for our businesses
−Removed: to warn of risks and support management’s ability to make significant decisions.
−Removed: We are also developing a comprehensive system which
−Removed: could combine interactive information between our Automobile Transaction and Related Services and Online Ride-hailing Platform Services.
−Removed: We plan to address the weaknesses identified above by implementing the following measures:
−Removed: (i) Continuously
−Removed: hiring additional accounting staffs with comprehensive knowledge of U.S.
+Added: We did not have sufficient
+Added: personnel with appropriate levels of accounting knowledge and experience to address complex U.S.
+Added: GAAP accounting issues and to prepare
+Added: and review financial statements and related disclosures under U.S.
+Added: Specifically, our control did not operate effectively to
+Added: ensure the appropriate and timely analysis of and accounting for unusual and non-routine transactions and certain financial statement
+Added: We are lacking adequate
+Added: policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned;
+Added: We had deficiencies in
+Added: our IT general controls regarding to the Logical Access Security, Change Management, IT Operations and Cybersecurity of our financial
+Added: material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal
+Added: control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual
+Added: or interim financial statements will not be prevented or detected on a timely basis.
+Added: During the year ended March 31, 2025, we are in
+Added: the progress of improving our system security environment and conducting regular backup plans to ensure network and information security.
+Added: We also kept refining the operational and financial system for our businesses to warn of risks and support management’s ability
+Added: to make significant decisions.
+Added: We are also developing a comprehensive system which could combine interactive information between our
+Added: Automobile Transaction and Related Services and Online Ride-hailing Platform Services.
+Added: We plan to address the weaknesses identified above
+Added: by implementing the following measures:
+Added: Continuously hiring additional
+Added: accounting staffs with comprehensive knowledge of U.S.
GAAP and SEC reporting requirements;
−Removed: (ii) Ameliorating
−Removed: our internal audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to
−Removed: financial reporting;
−Removed: (iii) improving
−Removed: our IT environment and daily management.
+Added: Ameliorating our internal
+Added: audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial
+Added: improving our IT environment
+Added: and daily management.
in Internal Control over Financial Reporting
2 unchanged sentences
Other Information
−Removed: Trading Plans
−Removed: During the fiscal quarter
−Removed: ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule
−Removed: 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
+Added: the fiscal year ended March 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”
+Added: or a “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
148 unchanged sentences
persons pursuant to which such person was selected to serve as a director or officer.
−Removed: Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity.
−Removed: However, the Board of Directors
−Removed: and the Nominating and Corporate Governance Committee believe that it is essential that the members of the Board of Directors represent
−Removed: diverse viewpoints.
−Removed: In considering candidates for the Board of Directors, the Board of Directors and the Nominating and Corporate Governance
−Removed: Committee consider the entirety of each candidate’s credentials in the context of the factors mentioned above.
−Removed: The Company is currently
−Removed: in compliance with the diversity requirements of Nasdaq Rule 5605(f) and 5606, with three female Asian directors and one male Asian director.
−Removed: Board Diversity Matrix (As of March 31, 2024)
−Removed: Total Number of Directors
−Removed: Gender Identity
−Removed: Demographic Background
−Removed: African American or Black
−Removed: Alaskan Native or Native American
−Removed: Hispanic or Latinx
−Removed: Native Hawaiian or Pacific Islander
−Removed: Two or More Races or Ethnicities
−Removed: Did Not Disclose Demographic Background
board of directors currently have an Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee.
10 unchanged sentences
The audit committee is responsible for, among other things:
−Removed: the independent registered public accounting firm and pre-screening all auditing and non-auditing services permitted to be performed
−Removed: by the independent registered public accounting firm;
−Removed: with the independent registered public accounting firm any audit problems or difficulties and management’s response;
−Removed: and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
−Removed: the annual audited financial statements with management and the independent registered public accounting firm;
−Removed: the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;
−Removed: reviewing and reassessing the adequacy of our audit committee charter;
−Removed: separately and periodically with management and the independent registered public accounting firm;
−Removed: to the board of directors.
+Added: selecting the independent
+Added: registered public accounting firm and pre-screening all auditing and non-auditing services permitted to be performed by the independent
+Added: registered public accounting firm;
+Added: reviewing with the independent
+Added: registered public accounting firm any audit problems or difficulties and management’s response;
+Added: reviewing and approving
+Added: all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
+Added: discussing the annual audited
+Added: financial statements with management and the independent registered public accounting firm;
+Added: reviewing the adequacy
+Added: of our internal controls and any special audit steps adopted in light of material control deficiencies;
+Added: annually reviewing and
+Added: reassessing the adequacy of our audit committee charter;
+Added: meeting separately and
+Added: periodically with management and the independent registered public accounting firm;
+Added: reporting to the board
+Added: of directors.
Our compensation committee consists of Ms.
Davis and is chaired by Ms.
−Removed: Each of the compensation committee members satisfies the “independence” requirements of the listing rules of Nasdaq.
−Removed: The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms
−Removed: of compensation, relating to our directors and executive officers.
−Removed: Our executive officers may not be present at any committee meeting
−Removed: during which their compensation is deliberated upon.
−Removed: The compensation committee is responsible for, among other things:
−Removed: the total compensation package for our executive officers and making recommendations to the board of directors with respect to it;
−Removed: and overseeing the total compensation package for our executives other than the three most senior executives;
−Removed: the compensation of our directors and making recommendations to the board of directors with respect to it;
−Removed: ● periodically
−Removed: reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee
+Added: Each of the compensation committee members satisfies the “independence” requirements of the listing rules of
+Added: The compensation committee assists the board of directors in reviewing and approving the compensation structure, including
+Added: all forms of compensation, relating to our directors and executive officers.
+Added: Our executive officers may not be present at any
+Added: committee meeting during which their compensation is deliberated upon.
+Added: The compensation committee is responsible for, among other
+Added: reviewing the total compensation
+Added: package for our executive officers and making recommendations to the board of directors with respect to it;
+Added: approving and overseeing
+Added: the total compensation package for our executives other than the three most senior executives;
+Added: reviewing the compensation
+Added: of our directors and making recommendations to the board of directors with respect to it;
+Added: periodically reviewing
+Added: and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee
pension and welfare benefit plans.
8 unchanged sentences
The nominating and corporate governance committee is responsible for, among other things:
−Removed: ● recommending
−Removed: nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the
−Removed: board of directors;
−Removed: annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence,
−Removed: age, skills, experience and availability of service to us;
−Removed: and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee,
−Removed: as well as of the nominating and corporate governance committee itself;
−Removed: compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure
−Removed: proper compliance.
+Added: recommending nominees to
+Added: the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board
+Added: of directors;
+Added: reviewing annually with
+Added: the board of directors the current composition of the board of directors with regards to characteristics such as independence, age,
+Added: skills, experience and availability of service to us;
+Added: selecting and recommending
+Added: to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well
+Added: as of the nominating and corporate governance committee itself;
+Added: monitoring compliance with
+Added: our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
Committee Interlocks and Insider Participation
4 unchanged sentences
Section 16(a) Reports
−Removed: Section 16(a) of the Securities Exchange Act of 1934, as
−Removed: amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of
−Removed: ownership and changes in ownership with the SEC.
−Removed: These reporting persons are also required to furnish us with copies of all Section 16(a) forms
−Removed: Based solely upon a review of such forms, we believe that during the year ended March 31, 2024 there were no delinquent filers.
+Added: Section 16(a) of
+Added: the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent
+Added: of our common stock to file reports of ownership and changes in ownership with the SEC.
+Added: These reporting persons are also required to
+Added: furnish us with copies of all Section 16(a) forms they file.
+Added: Based solely upon a review of such forms, we believe that during
+Added: the year ended March 31, 2025 there were no delinquent filers.
have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of
8 unchanged sentences
of our directors and executive officers have been involved in any of the following events during the past ten years:
−Removed: bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either
−Removed: at the time of the bankruptcy or within two years prior to that time;
−Removed: conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
−Removed: subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
−Removed: or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or
−Removed: to be associated with any person practicing in banking or securities activities;
−Removed: found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a
−Removed: federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
−Removed: subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,
−Removed: suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or
−Removed: regulation respecting financial institutions, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any
−Removed: business entity;
−Removed: subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
−Removed: any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
−Removed: or persons associated with a member.
+Added: any bankruptcy petition
+Added: filed by or against such person or any business of which such person was a general partner or executive officer either at the time
+Added: of the bankruptcy or within two years prior to that time;
+Added: any conviction in a criminal
+Added: proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
+Added: being subject to any order,
+Added: judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
+Added: enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated
+Added: with any person practicing in banking or securities activities;
+Added: being found by a court
+Added: of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state
+Added: securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
+Added: being subject of, or a
+Added: party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended
+Added: or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation
+Added: respecting financial institutions, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
+Added: being subject of or party
+Added: to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity
+Added: or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
+Added: with a member.
Executive Compensation
7 unchanged sentences
Name and principal position
−Removed: Chief Executive Officer,
−Removed: Chairman, President and Secretary (1)
−Removed: Xiaoyuan Zhang, Chief Financial
−Removed: Officer and Treasurer
−Removed: Chunhai Li, Chief Technology (2)
−Removed: Chief Operating Officer
−Removed: Wen’s salaries paid for his services as Chief Executive Officer of the Company, other executive officers received their salaries
−Removed: in Renminbi which were translated into U.S.
−Removed: dollars at the average exchange rate used to translate statement of operations items, which
−Removed: was RMB7.1671 to US$1.00 for the year ended March 31, 2024 and RMB6.8516 to US$1.00 for the year ended March 31, 2023.
−Removed: Chunhai Li resigned from his position as the Chief Technology Officer of the Company on March 31, 2023.
−Removed: The Company shall pay him a compensation
+Added: Executive Officer,
+Added: President and Secretary*
+Added: Zhang, Chief Financial
+Added: and Treasurer
+Added: Operating Officer
+Added: salaries paid for his services as Chief Executive Officer of the Company, other executive officers received their salaries in Renminbi
+Added: which were translated into U.S.
+Added: dollars at the average exchange rate used to translate statement of operations items, which was RMB7.2163
+Added: to US$1.00 for the year ended March 31, 2025 and RMB7.1671 to US$1.00 for the year ended March 31, 2024.
Agreements and Potential Payments Upon Termination
Wen, Chief Executive Officer, Chairman of the Board, President and Secretary
−Removed: On May 27, 2019, the Company
−Removed: Wen entered into an employment agreement (the “Wen Agreement”) to memorialize the compensation arrangement and
−Removed: the other terms of Mr.
+Added: May 27, 2019, the Company and Mr.
+Added: Wen entered into an employment agreement (the “Wen Agreement”) to memorialize
+Added: the compensation arrangement and the other terms of Mr.
Wen’s continuing employment with the Company and Sichuan Senmiao.
Under the Wen Agreement, Mr.
−Removed: is entitled to the following compensation:
−Removed: (i) an annual salary of US$100,000 for his service as Chief Executive Officer of the Company,
−Removed: payable quarterly in arrears, starting upon the Company’s receipt of proceeds from a financing of at least $1,000,000;
−Removed: annual salary of RMB600,000 (approximately US$87,354) for his service as the Executive Director for Sichuan Senmiao, payable monthly in
−Removed: arrears starting upon the Company’s receipt of proceeds from a financing of at least $1 million;
−Removed: and (iii) a cash bonus of
−Removed: up to US$50,000 for his services as Chief Executive Officer of the Company for each fiscal year upon satisfaction of certain annual performance
−Removed: targets as reviewed by the Compensation Committee.
+Added: Wen is entitled to the following compensation:
+Added: (i) an annual salary of US$100,000 for his service
+Added: as Chief Executive Officer of the Company, payable quarterly in arrears, starting upon the Company’s receipt of proceeds from a
+Added: financing of at least $1,000,000;
+Added: (ii) an annual salary of RMB600,000 (approximately US$87,354) for his service as the Executive
+Added: Director for Sichuan Senmiao, payable monthly in arrears starting upon the Company’s receipt of proceeds from a financing of at
+Added: least $1 million;
+Added: and (iii) a cash bonus of up to US$50,000 for his services as Chief Executive Officer of the Company for each
+Added: fiscal year upon satisfaction of certain annual performance targets as reviewed by the Compensation Committee.
is also entitled to participate in the Company’s equity incentive plans and other Company benefits (including health insurance,
37 unchanged sentences
a general release of claims in a form reasonably satisfactory to the Board.
+Added: During the year ended March 31, 2025, the Compensation Committee
+Added: and the Board approved a modified compensation of Mr.
+Added: Wen, pursuant to which, Wen was entitled to an annual salary of RMB600,000 (approximately
+Added: $84,000) for his service as Chief Executive Officer of the Company and the Executive Director for Sichuan Senmiao since April 1, 2024.
Wen Agreement also contains customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.
3 unchanged sentences
the Zhang Agreement, Ms.
−Removed: Zhang is entitled to an annual salary of RMB540,000 (approximately US$78,620) for her services as Chief Financial
−Removed: Officer and Treasurer of the Company.
−Removed: She is also entitled to participate in the Company’s equity incentive plans and other Company
−Removed: benefits, each as determined by the Board from time to time.
−Removed: Her employment has an initial term of one year and is subject to successive,
−Removed: automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior to the end
−Removed: of the applicable term.
+Added: Zhang is entitled to an annual salary of RMB540,000 (approximately US$78,620) for her services as Chief
+Added: Financial Officer and Treasurer of the Company.
+Added: She is also entitled to participate in the Company’s equity incentive plans and
+Added: other Company benefits, each as determined by the Board from time to time.
+Added: Her employment has an initial term of one year and is subject
+Added: to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior
+Added: to the end of the applicable term.
to the Zhang Agreement, the Company may terminate Ms.
28 unchanged sentences
vesting of 100% of the then-unvested portion of any outstanding equity awards held by Ms.
+Added: the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation of Ms.
+Added: Zhang, pursuant to which,
+Added: Zhang was entitled to an annual salary of RMB270,000 (approximately $38,000) for her service as the Chief Financial Officer and
+Added: Treasurer of the Company since September 1, 2024.
Zhang Agreement also contains customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.
−Removed: Li, Former Chief Technology Officer
−Removed: Li resigned from his position as the Chief Technology Officer of the Company and Chief Technology Officer of Sichuan Senmiao on March
Liu, Chief Operating Officer
25 unchanged sentences
is entitled to an annual salary of RMB540,000 (approximately US$77,000) for his service as Chief Operating Officer of the Company.
−Removed: also entitled to participate in the Company’s equity incentive plans and other Company benefits, each as determined by the Board
+Added: is also entitled to participate in the Company’s equity incentive plans and other Company benefits, each as determined by the Board
from time to time.
1 unchanged sentence
either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.
+Added: the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation of Mr.
+Added: Liu, pursuant to which,
+Added: Liu was entitled to an annual salary of RMB270,000 (approximately $38,000) for his service as the Chief Operating Officer of the
+Added: Company since September 1, 2024.
Equity Awards at Fiscal Year-End
2 unchanged sentences
ended March 31, 2025, except that the compensation of Xi Wen as a director is included in “– Summary Compensation Table ”:
−Removed: incentive plan
−Removed: The Company has accrued payments
−Removed: to each of the directors an annual retainer of $20,000 except that Mr.
−Removed: Trent with an annual retainer of $40,000 for the fiscal
−Removed: years ended March 31, 2024 and 2023.
+Added: Company has accrued payments to each of the directors an annual retainer of $20,000 except that Mr.
+Added: Trent with an annual
+Added: retainer of $40,000 for the fiscal years ended March 31, 2025 and 2024.
The Company expect to settle the payment within December 2025.
−Removed: They will also be reimbursed for reasonable,
−Removed: pre-approved expenses in connection with the performance of their services.
−Removed: As of March 31, 2024, the
−Removed: Company has issued accumulated 23,720 RSUs (after reverse split) to directors, of which 2,273 was vested but not issued by the Company.
+Added: They will also be reimbursed for reasonable, pre-approved expenses in connection with the performance of their services.
+Added: of March 31, 2025, the Company has issued accumulated 23,720 RSUs (after reverse split) to directors, of which 2,273 was vested but not
+Added: issued by the Company.
During the year ended March 31, 2025, the Company did not issue RSUs to directors.
−Removed: The Company accounted for the vested RSUs as expenses
−Removed: and charged to common stock.
−Removed: The fair value of the vested RSUs is calculated at the grant date market price of the Company’s common
−Removed: stock multiplying by the number of vested shares.
−Removed: The Company expects to settle the vested RSUs by issuance of shares of common stock
−Removed: within December 2024.
+Added: The Company accounted for the
+Added: vested RSUs as expenses and charged to common stock.
+Added: The fair value of the vested RSUs is calculated at the grant date market price of
+Added: the Company’s common stock multiplying by the number of vested shares.
+Added: The Company expects to settle the vested RSUs by issuance
+Added: of shares of common stock within December 2025.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: On June 24, 2024, there were
+Added: On July 7, 2025, there were
11,082,746 shares of common stock outstanding, which does not include the shares of common stock underlying the vested RSUs.
16 unchanged sentences
All directors and executive officers as a group (eight individuals)
−Removed: otherwise indicated, the business address of each of the individuals is 16F, Building A, Shihao Square, Middle Jiannan Avenue, High-Tech
−Removed: Zone, Chengdu, Sichuan, China.
−Removed: Hu, through Senmiao International Investment Group Limited, a British Virgin Islands company wholly owned by him, owns 1,057,500 shares
−Removed: of common stock of the Company.
−Removed: (3) Represents
−Removed: 1,364 shares of common stock underlying 1,364 RSUs, of which, 341 RSUs have been vested but the underlying shares of common stock of
−Removed: which have not been issued as of the date of this Report.
−Removed: (4) Represents
−Removed: 909 shares of common stock underlying 909 RSUs, of which, 227 RSUs have been vested but the underlying shares of common stock of which
−Removed: have not been issued as of the date of this Report.
−Removed: (5) Represents
−Removed: 455 shares of common stock underlying 455 RSUs, of which, 114 RSUs have been vested but the underlying shares of common stock of which
−Removed: have not been issued as of the date of this Report.
−Removed: 112,275 shares of common stock of the Company held in the name of Mr.
+Added: Unless otherwise indicated,
+Added: the business address of each of the individuals is 16F, Building A, Shihao Square, Middle Jiannan Avenue, High-Tech Zone, Chengdu,
+Added: Sichuan, China.
+Added: Xiang Hu, through Senmiao
+Added: International Investment Group Limited, a British Virgin Islands company wholly owned by him, owns 1,057,500 shares of common stock
+Added: of the Company.
+Added: Represents 1,364 shares
+Added: of common stock underlying 1,364 RSUs, of which, 341 RSUs have been vested but the underlying shares of common stock of which have
+Added: not been issued as of the date of this Report.
+Added: Represents 909 shares of
+Added: common stock underlying 909 RSUs, of which, 227 RSUs have been vested but the underlying shares of common stock of which have not
+Added: been issued as of the date of this Report.
+Added: Represents 455 shares of
+Added: common stock underlying 455 RSUs, of which, 114 RSUs have been vested but the underlying shares of common stock of which have not
+Added: been issued as of the date of this Report.
+Added: Includes 112,275 shares
+Added: of common stock of the Company held in the name of Mr.
Wen’s spouse and 5,349 shares of common stock underlying 5,349
1 unchanged sentence
of this Report.
−Removed: (7) Represents
−Removed: 5,349 shares of common stock underlying 5,349 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of
−Removed: which have not been issued as of the date of this Report.
−Removed: (8) Represents
−Removed: 4,849 shares of common stock underlying 4,849 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of
−Removed: which have not been issued as of the date of this Report.
+Added: Represents 5,349 shares
+Added: of common stock underlying 5,349 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of which have
+Added: not been issued as of the date of this Report.
+Added: Represents 4,849 shares
+Added: of common stock underlying 4,849 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of which have
+Added: not been issued as of the date of this Report.
+Added: Equity Compensation Plan Information
+Added: In September 2018, our board
+Added: of directors adopted and in November 2018, our stockholders approved, the 2018 Equity Incentive Plan, pursuant to which a maximum of 200,000
+Added: (2,000,000 pre-reverse stock split) shares of common stock were reserved for issuance to our employees, officers, directors, consultants.
+Added: The plan permits the grant of nonqualified stock options, incentive stock options, restricted stock, restricted stock units (“RSUs”),
+Added: stock appreciation rights, stock bonus awards, and performance compensation awards.
+Added: In March 2023 and April 2024, our annual meetings
+Added: of stockholders for the years ended March 31, 2022 and 2023 further approved the amendments to the 2018 Equity Incentive Plan, to increase
+Added: the number of shares of common stock reserved under the Plan to 1,500,000 shares and 1,800,000 shares, respectively.
+Added: As of the date of
+Added: this Report, the Company has granted an aggregate of 30,379 RSUs (after reverse
+Added: split) , among which, 26,447 RSUs were issued, 3,182 RSUs were vested but have not been
+Added: issued while 750 RSUs were forfeited due to two directors ceased to serve on the board of the Company since November 8,
+Added: The following table provides
+Added: information as of March 31, 2025 with respect to the shares of our common stock that may be issued under our existing equity incentive
+Added: Plan category
+Added: securities to
+Added: be issued upon
+Added: Weighted-average
+Added: available for
+Added: future issuance
+Added: 2018 Equity Incentive Plan
Certain Relationships and Related Transactions, and Director Independence
6 unchanged sentences
Parties’ Office Leasing
−Removed: On March 31, 2023, Senmiao
−Removed: Consulting entered into two office lease agreements with the supervisor of Sichuan Senmiao, with a leasing term from April 1, 2023 to
−Removed: March 31, 2026, which was terminated in December 2023.
−Removed: On March 1, 2021 and April 1, 2021, Senmiao Consulting entered office leases which
−Removed: was set to expire on February 1, 2026 and April 1, 2024, respectively, which was terminated in October 2022.
−Removed: In December 2023, Senmiao
−Removed: Consulting entered into another office lease agreement with the supervisor of Sichuan Senmiao, with a leasing term from January 1, 2024
−Removed: to June 30, 2024.
−Removed: For the years ended March 31, 2024 and 2023, we incurred $96,614 and $177,414, respectively, in rental expenses to the
+Added: December 2023, Senmiao Consulting entered into an office lease agreement with the supervisor of Sichuan Senmiao, with a leasing term
+Added: from January 1, 2024 to June 30, 2024.
+Added: For the years ended March 31, 2025 and 2024, we incurred $4,532 and $96,614, respectively, in
+Added: rental expenses to the shareholder.
September 2019, Hunan Ruixi entered into an office lease agreement which was set to expire in May 2025 with Hunan Dingchentai Investment
3 unchanged sentences
of $41,691 and $41,668, respectively, in rent to Dingchentai.
−Removed: We had reached cooperation with Jinkailong, our equity investee company,
−Removed: that the drivers who leased automobile from Jinkailong completed their online ride-hailing requests and orders through our ride-hailing
−Removed: platform, and we will pay Jinkailong a certain promotion service fee.
−Removed: During the years ended March 31, 2024 and 2023, we incurred promotion
−Removed: fee of $11,115 and $95,804 payable to Jinkailong.
−Removed: respectively.
−Removed: The decrease was in accordance with the decrease in the number of rides
−Removed: completed through XXTX.
−Removed: the years ended March 31, 2024, Corenel leased automobiles to Jinkailong and generated revenues of $34,742, while Jiekai leased automobiles
−Removed: from Jinkailong and had a rental cost of $ 472,848 .
−Removed: During the years ended March 31, 2023,
−Removed: Corenel leased automobiles to Jinkailong and generated revenues of $344,120, while Jiekai leased automobiles from Jinkailong and had
−Removed: a rental cost of $509,904.
+Added: We had reached cooperation
+Added: with Jinkailong, our equity investee company, that the drivers who leased automobile from Jinkailong completed their online ride-hailing
+Added: requests and orders through our ride-hailing platform, and we paid Jinkailong a certain promotion service fee.
+Added: During the year ended March
+Added: 31, 2024, we incurred promotion fee of $11,115 payable to Jinkailong while there was no such transaction during the year ended March 31,
+Added: the years ended March 31, 2025 and 2024, Corenel leased automobiles to Jinkailong and generated revenue of $14,109 and $34,742, respectively.
+Added: During the year ended March 31, 2025, Jiekai leased automobiles to Laobing, and two other related parties, Sichuan Xindaoda Automobile
+Added: Sales Service Co., Ltd.
+Added: (“Xindaoda”), and Sichuan Rongdu Daoda Automobile Sales Service Co., Ltd.
+Added: and generated revenue of
+Added: $8,509, $10,937, and $12,906, respectively, while there were no such transactions during the year ended March 31, 2024.
+Added: the year ended March 31, 2025, Jiekai leased automobiles from Jinkailong, Laobing and Xindaoda, and had a rental cost of $93,872, $7,854
+Added: and $12,642, respectively.
+Added: While during the year ended March 31, 2024, Jiekai leased automobiles from Jinkailong and had a rental cost
board of directors has determined that each of Mr.
5 unchanged sentences
have regularly scheduled meetings at which only independent directors are present.
−Removed: Pay Versus Performance
−Removed: In August 2022, the SEC adopted
−Removed: final rules to require companies to disclose information about the relationship between executive compensation actually paid and certain
−Removed: financial performance of the company.
−Removed: The information below is provided pursuant to Item 402(v) of SEC Regulation S-K with respect to
−Removed: “smaller reporting companies” as that term is defined in Item 10(f)(1) of SEC Regulation S-K.
−Removed: Summary Comp Table Total for PEO ($)(1)
−Removed: Actually Paid to PEO ($)(2)
−Removed: Average Summary Comp.
−Removed: Table for Non-PEO NEOs
−Removed: Average Comp.
−Removed: Actually Paid to Non-PEO NEOs
−Removed: Value of Initial Fixed $100 Investment Based on Total Shareholder Return
−Removed: (1) The dollar amounts reported in column (b) are the amounts of
−Removed: total compensation reported for Mr.
−Removed: Xi Wen for each corresponding year in the “Total” column of the Summary Compensation Table.
+Added: Versus Performance
+Added: August 2022, the SEC adopted final rules to require companies to disclose information about the relationship between executive compensation
+Added: actually paid and certain financial performance of the company.
+Added: The information below is provided pursuant to Item 402(v) of SEC Regulation
+Added: S-K with respect to “smaller reporting companies” as that term is defined in Item 10(f)(1) of SEC Regulation S-K.
+Added: Initial Fixed
+Added: The dollar amounts reported
+Added: in column (b) are the amounts of total compensation reported for Mr.
+Added: Xi Wen for each corresponding year in the “Total”
+Added: column of the Summary Compensation Table.
See “Executive Compensation - Summary Compensation Table.
−Removed: (2) The dollar amounts reported in column (c) represent the amount
−Removed: of “compensation actually paid” to Mr.
−Removed: Xi Wen as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which
−Removed: prescribes certain specified additions and subtractions from the amount in column (b).
−Removed: (3) The Company suffered loss during the years ended March 31, 2024
−Removed: and 2023, so no substantiality for the calculation of the Total Shareholder Return.
−Removed: (4) The dollar amounts reported in column (g) represent the amount
−Removed: of net income reflected in our consolidated audited financial statements for the applicable year.
−Removed: Analysis of the Information Presented in the Pay Versus Performance
−Removed: The Nomination and Compensation
−Removed: Committee of the Board of Directors of the Company does not have a policy or practice regarding evaluating Total Shareholder Return as
−Removed: part of its determination of compensation decisions for the named executive officers.
−Removed: The Nomination and Compensation Committee takes
−Removed: various factors into account in determining the competitiveness of its executive compensation.
−Removed: Over the past two fiscal years the Nomination
−Removed: and Compensation Committee has recognized the significant time and effort required by the executive officer to manage the Company’s
−Removed: liquidity by raising capital while reducing operating expenses and cash used in operations, secure and maintain the Company’s listing
−Removed: on the Nasdaq Market.
−Removed: All information provided
−Removed: above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by reference in any filing
−Removed: of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general
−Removed: incorporation language in any such filing.
+Added: The dollar amounts reported
+Added: in column (c) represent the amount of “compensation actually paid” to Mr.
+Added: Xi Wen as computed in accordance with Item
+Added: 402(v)(2)(iii) of SEC Regulation S-K, which prescribes certain specified additions and subtractions from the amount in column (b).
+Added: The Company suffered loss
+Added: during the years ended March 31, 2025 and 2024, so no substantiality for the calculation of the Total Shareholder Return.
+Added: The dollar amounts reported
+Added: in column (g) represent the amount of net income reflected in our consolidated audited financial statements for the applicable year.
+Added: of the Information Presented in the Pay Versus Performance Table
+Added: Nomination and Compensation Committee of the Board of Directors of the Company does not have a policy or practice regarding evaluating
+Added: Total Shareholder Return as part of its determination of compensation decisions for the named executive officers.
+Added: The Nomination and
+Added: Compensation Committee takes various factors into account in determining the competitiveness of its executive compensation.
+Added: past two fiscal years the Nomination and Compensation Committee has recognized the significant time and effort required by the executive
+Added: officer to manage the Company’s liquidity by raising capital while reducing operating expenses and cash used in operations, secure
+Added: and maintain the Company’s listing on the Nasdaq Market.
+Added: information provided above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by
+Added: reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and
+Added: irrespective of any general incorporation language in any such filing.
Principal Accountant Fees and Services.
9 unchanged sentences
All Other Fees (4)
−Removed: category consists of fees for professional services rendered by our principal independent registered public accountants for the audit
−Removed: of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided
−Removed: by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal
−Removed: category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related
−Removed: to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The
−Removed: services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.
−Removed: category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax
−Removed: advice, and tax planning.
−Removed: category consists of fees for services provided by our independent registered public accountants other than the services described above.
+Added: This category consists
+Added: of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual
+Added: financial statements, review of financial statements included in our quarterly reports and services that are normally provided by
+Added: the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal
+Added: This category consists
+Added: of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance
+Added: of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the
+Added: fees disclosed under this category include consultations concerning financial accounting and reporting standards.
+Added: This category consists
+Added: of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax
+Added: This category consists
+Added: of fees for services provided by our independent registered public accountants other than the services described above.
on Pre-Approval of Audit Services
2 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: following documents are filed as part of this Report:
−Removed: Financial Statements in Item 8 herein;
−Removed: to the Financial Statements in Item 8 herein.
+Added: The following documents
+Added: are filed as part of this Report:
+Added: The Financial Statements
+Added: in Item 8 herein;
+Added: Index to the Financial
+Added: Statements in Item 8 herein.
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
7 unchanged sentences
EXHIBIT INDEX
−Removed: Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Amendment No.7 to Registration Statement on Form S-1 filed with the SEC on March 14, 2018
−Removed: Certificate of Amendment to Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.2 to the Amendment No.7 to Registration Statement on Form S-1 filed with the SEC on March 14, 2018
−Removed: Certificate of Change of the Company filed with the State of Nevada on March 30, 2022, incorporated herein by reference to Exhibit 3.1 on the Current Report on Form 8-K filed by the Company with the SEC on April 6, 2022
−Removed: Certificate of Correction filed with the State of Nevada on April 5, 2022, incorporated herein by reference to Exhibit 3.2 on the Current Report on Form 8-K filed by the Company with the SEC on April 6, 2022
−Removed: Certificate of Amendment to Articles of Incorporation of the Company, on May 2, 2022, regarding the increase of authorized shares, incorporated by reference to Exhibit 3.5 on the Annual Report on Form 10-K filed by the Company with the SEC on July 13, 2023.
−Removed: Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by the Company with the SEC on October 30, 2017.
−Removed: Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, incorporated herein by reference to Exhibit 4.4 on the Annual Report on Form 10-K filed by the Company with the SEC on July 9, 2020
−Removed: Form of Warrant relating to the August 2020 offering, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 4, 2020
−Removed: Form of Placement Agent Warrant relating to the February 2021 offering, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 9, 2021
−Removed: Form of the Investor’s Common Stock Purchase Warrant relating to the May 2021 offering, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
−Removed: Form of the Placement Agent’s Common Stock Purchase Warrant relating to the May 2021 offering, incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
−Removed: Employment Agreement between the Company and Chunhai Li, incorporated herein by reference to Exhibit 10.18 to the Amendment No.
+Added: of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Amendment No.7 to Registration Statement
+Added: on Form S-1 filed with the SEC on March 14, 2018
+Added: of Amendment to Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.2 to the Amendment No.7
to Registration Statement on Form S-1 filed with the SEC on March 14, 2018
−Removed: Form of Director Offer Letter, incorporated herein by reference to Exhibit 10.19 to the Amendment No.
+Added: of Change of the Company filed with the State of Nevada on March 30, 2022, incorporated herein by reference to Exhibit 3.1 on the
+Added: Current Report on Form 8-K filed by the Company with the SEC on April 6, 2022
+Added: of Correction filed with the State of Nevada on April 5, 2022, incorporated herein by reference to Exhibit 3.2 on the Current Report
+Added: on Form 8-K filed by the Company with the SEC on April 6, 2022
+Added: of Amendment to Articles of Incorporation of the Company, on May 2, 2022, regarding the increase of authorized shares, incorporated
+Added: by reference to Exhibit 3.5 on the Annual Report on Form 10-K filed by the Company with the SEC on July 13, 2023.
+Added: of the Company, incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by the
+Added: Company with the SEC on October 30, 2017.
+Added: of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, incorporated herein by reference
+Added: to Exhibit 4.4 on the Annual Report on Form 10-K filed by the Company with the SEC on July 9, 2020
+Added: Warrant relating to the August 2020 offering, incorporated herein by reference to Exhibit 4.1 to the Current Report on
+Added: Form 8-K filed with the SEC on August 4, 2020
+Added: Placement Agent Warrant relating to the February 2021 offering, incorporated herein by reference to Exhibit 4.1 to the
+Added: Current Report on Form 8-K filed with the SEC on February 9, 2021
+Added: the Investor’s Common Stock Purchase Warrant relating to the May 2021 offering, incorporated herein by reference to Exhibit 4.1
+Added: to the Current Report on Form 8-K filed with the SEC on May 11, 2021
+Added: the Placement Agent’s Common Stock Purchase Warrant relating to the May 2021 offering, incorporated herein by reference
+Added: to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
+Added: Agreement between the Company and Chunhai Li, incorporated herein by reference to Exhibit 10.18 to the Amendment No.
to Registration Statement on Form S-1 filed with the SEC on March 14, 2018
−Removed: Investment and Equity Transfer Agreement, dated as of November 21, 2018, by and among Senmiao Technology Limited, Hunan Ruixi Financial Leasing Co., Ltd., Hunan Ruipin Cultural Industry Co., Ltd., Luziyun International Group (Southeast Asia) Shares Limited and Chengdu Little Monkey Information and Technology Co., Ltd.
−Removed: incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 28, 2018
−Removed: Business Cooperation Agreement and Valuation Adjustment Mechanism and Indemnification Agreement, dated August 26, 2018, by and among Sichuan Jinkailong Automobile Leasing Co., Ltd., Hunan Ruixi Financial Leasing Co., Ltd., Xiaoliang Chen, Xi Yang, Yiqiang He and Xiaohui Luo, incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Company with the SEC on February 19, 2019
−Removed: Amendment to Business Cooperation Agreement and Valuation Adjustment Mechanism and Indemnification Agreement, dated October 16, 2018, by and among Sichuan Jinkailong Automobile Leasing Co., Ltd., Hunan Ruixi Financial Leasing Co., Ltd., Xiaoliang Chen, Xi Yang, Yiqiang He and Xiaohui Luo, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Company with the SEC on February 19, 2019
−Removed: Collaboration Agreement, dated August 13, 2019, by and between Didi Chuxing Technology Co., Ltd.
−Removed: and Sichuan Jinkailong Automobile Leasing Co., Ltd., incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on February 14, 2020
−Removed: Collaboration Agreement, dated December 6, 2019, by and between Didi Chuxing Technology Co., Ltd.
−Removed: and Hunan Ruixi Financial Leasing Co., Ltd., incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on February 14, 2020
−Removed: Employment Agreement, dated as of May 27, 2019, by and between Senmiao Technology Limited and Xi Wen, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 30, 2019
−Removed: Employment Agreement, dated as of September 17, 2018, by and between the Company and Xiaoyuan Zhang, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 20, 2018
−Removed: Form of Hunan Ruixi Financial Leasing Contract, incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed with the SEC on July 5, 2019
−Removed: Form of Hunan Ruixi Service Agreement, incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed with the SEC on July 5, 2019
−Removed: English Translation to Investment Agreement, dated July 4, 2020, by and among Hongyi Industrial Group Co., Ltd., Hunan Ruixi Financial Leasing Co., Ltd., Sichuan Jinkailong Automobile Leasing Co., Ltd.
−Removed: and other shareholders of Jinkailong, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 8, 2020
−Removed: Employment Agreement, dated as of September 11, 2020, by and between the Company and Haitao Liu, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 14, 2020
−Removed: Form of Securities Purchase Agreement relating to the May 2021 offering, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
−Removed: Placement Agency Agreement dated May 11,2021 (including Form of Lock-Up Agreement in the exhibit) relating to the May 2021 offering, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
−Removed: English Translation of the Investment Agreement, dated September 11, 2020, by and among Sichuan Senmiao Zecheng Business Consulting Co., Ltd., Hunan Xixingtianxia Technology Co., Ltd.
−Removed: and its shareholders, incorporated herein by reference to Exhibit 10.40 to the Annual Report on Form 10-K filed with the SEC on July 8, 2021
−Removed: English Translation of the Supplementary Agreement to the Investment Agreement, dated February 5, 2021, by and among Sichuan Senmiao Zecheng Business Consulting Co., Ltd., Hunan Xixingtianxia Technology Co., Ltd.
−Removed: and its shareholders, incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed with the SEC on July 8, 2021
−Removed: Share Swap Agreement, dated October 22, 2021, by and among Senmiao Technology Limited, Sichuan Senmiao Zecheng Business Consulting Co., Ltd., Hunan Xixingtianxia Technology Co., Ltd.
−Removed: and the shareholders of Hunan Xixingtianxia Technology Co., Ltd., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 28, 2021.
−Removed: Loan Agreement, effective
−Removed: July 28, 2021, by and between Xi Wen and Senmiao Technology Limited, incorporated by reference to Exhibit 10.44 to the Annual Report
−Removed: on Form 10-K filed with the SEC on July 15, 2022
−Removed: Loan Agreement, effective August 17, 2021, by and between Xi Wen and Senmiao Technology Limited, incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K filed with the SEC on July 15, 2022
−Removed: English Translation of the Loan Agreement by and between Senmiao Technology Limited and Xiang Hu* (1)
−Removed: Share Swap Agreement by and between Senmiao Technology Limited, and two minority shareholders of Hunan Ruixi Financial Leasing Co., Ltd.*
−Removed: English Translation of Current Lease Agreement of Senmiao Technology Limited’s Principal Executive Office (1)
−Removed: Code of Ethics, incorporated
−Removed: herein by reference to Exhibit 14.1 to the Amendment No.
−Removed: 7 to Registration Statement on Form S-1 filed with the SEC
−Removed: on March 14, 2018
−Removed: List of Subsidiaries*
+Added: Director Offer Letter, incorporated herein by reference to Exhibit 10.19 to the Amendment No.
+Added: 7 to Registration Statement
+Added: on Form S-1 filed with the SEC on March 14, 2018
+Added: and Equity Transfer Agreement, dated as of November 21, 2018, by and among Senmiao Technology Limited, Hunan Ruixi Financial
+Added: Leasing Co., Ltd., Hunan Ruipin Cultural Industry Co., Ltd., Luziyun International Group (Southeast Asia) Shares Limited
+Added: and Chengdu Little Monkey Information and Technology Co., Ltd.
+Added: incorporated herein by reference to Exhibit 10.1 to the
+Added: Current Report on Form 8-K filed by the Company with the SEC on November 28, 2018
+Added: Cooperation Agreement and Valuation Adjustment Mechanism and Indemnification Agreement, dated August 26, 2018, by and among
+Added: Sichuan Jinkailong Automobile Leasing Co., Ltd., Hunan Ruixi Financial Leasing Co., Ltd., Xiaoliang Chen, Xi Yang, Yiqiang
+Added: He and Xiaohui Luo, incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the
+Added: Company with the SEC on February 19, 2019
+Added: to Business Cooperation Agreement and Valuation Adjustment Mechanism and Indemnification Agreement, dated October 16, 2018,
+Added: by and among Sichuan Jinkailong Automobile Leasing Co., Ltd., Hunan Ruixi Financial Leasing Co., Ltd., Xiaoliang Chen,
+Added: Xi Yang, Yiqiang He and Xiaohui Luo, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q
+Added: filed by the Company with the SEC on February 19, 2019
+Added: Collaboration
+Added: Agreement, dated August 13, 2019, by and between Didi Chuxing Technology Co., Ltd.
+Added: and Sichuan Jinkailong Automobile Leasing
+Added: Co., Ltd., incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC
+Added: on February 14, 2020
+Added: Collaboration
+Added: Agreement, dated December 6, 2019, by and between Didi Chuxing Technology Co., Ltd.
+Added: and Hunan Ruixi Financial Leasing Co., Ltd.,
+Added: incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on February 14,
+Added: Agreement, dated as of May 27, 2019, by and between Senmiao Technology Limited and Xi Wen, incorporated herein by reference
+Added: to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 30, 2019
+Added: Agreement, dated as of September 17, 2018, by and between the Company and Xiaoyuan Zhang, incorporated herein by reference to
+Added: Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 20, 2018
+Added: Hunan Ruixi Financial Leasing Contract, incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K
+Added: filed with the SEC on July 5, 2019
+Added: Hunan Ruixi Service Agreement, incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed
+Added: with the SEC on July 5, 2019
+Added: Translation to Investment Agreement, dated July 4, 2020, by and among Hongyi Industrial Group Co., Ltd., Hunan Ruixi Financial
+Added: Leasing Co., Ltd., Sichuan Jinkailong Automobile Leasing Co., Ltd.
+Added: and other shareholders of Jinkailong, incorporated herein
+Added: by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 8, 2020
+Added: Agreement, dated as of September 11, 2020, by and between the Company and Haitao Liu, incorporated herein by reference to Exhibit 10.1
+Added: to the Current Report on Form 8-K filed with the SEC on September 14, 2020
+Added: Securities Purchase Agreement relating to the May 2021 offering, incorporated herein by reference to Exhibit 10.1 to the
+Added: Current Report on Form 8-K filed with the SEC on May 11, 2021
+Added: Agency Agreement dated May 11,2021 (including Form of Lock-Up Agreement in the exhibit) relating to the May 2021 offering,
+Added: incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 11, 2021
+Added: Translation of the Investment Agreement, dated September 11, 2020, by and among Sichuan Senmiao Zecheng Business Consulting Co.,
+Added: Ltd., Hunan Xixingtianxia Technology Co., Ltd.
+Added: and its shareholders, incorporated herein by reference to Exhibit 10.40 to the Annual
+Added: Report on Form 10-K filed with the SEC on July 8, 2021
+Added: Translation of the Supplementary Agreement to the Investment Agreement, dated February 5, 2021, by and among Sichuan Senmiao Zecheng
+Added: Business Consulting Co., Ltd., Hunan Xixingtianxia Technology Co., Ltd.
+Added: and its shareholders, incorporated herein by reference to
+Added: Exhibit 10.41 to the Annual Report on Form 10-K filed with the SEC on July 8, 2021
+Added: Swap Agreement, dated October 22, 2021, by and among Senmiao Technology Limited, Sichuan Senmiao Zecheng Business Consulting Co.,
+Added: Ltd., Hunan Xixingtianxia Technology Co., Ltd.
+Added: and the shareholders of Hunan Xixingtianxia Technology Co., Ltd., incorporated by
+Added: reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 28, 2021.
+Added: Agreement, effective July 28, 2021, by and between Xi Wen and Senmiao Technology Limited, incorporated by reference to Exhibit 10.44
+Added: to the Annual Report on Form 10-K filed with the SEC on July 15, 2022
+Added: Agreement, effective August 17, 2021, by and between Xi Wen and Senmiao Technology Limited, incorporated by reference to Exhibit
+Added: 10.45 to the Annual Report on Form 10-K filed with the SEC on July 15, 2022
+Added: Translation of the Loan Agreement by and between Senmiao Technology Limited and Xiang Hu, incorporated by reference to Exhibit 10.21
+Added: to the Annual Report on Form 10-K filed with the SEC on June 27, 2024 (1)
+Added: Share Swap Agreement by and between Senmiao Technology Limited, and two minority shareholders of Hunan Ruixi Financial Leasing Co., Ltd., incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed with the SEC on June 27, 2024.
+Added: Translation of Current Lease Agreement of Senmiao Technology Limited’s Principal Executive Office, incorporated by reference
+Added: to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC on June 27, 2024.
+Added: of Ethics, incorporated herein by reference to Exhibit 14.1 to the Amendment No.
+Added: 7 to Registration Statement on Form S-1
+Added: filed with the SEC on March 14, 2018
+Added: Insider Trading Policy*
+Added: of Subsidiaries*
Independent registered public accounting firm’s consent*
−Removed: Certification of Principal Executive Officer, pursuant to 18 U.S.C.
−Removed: Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
−Removed: Certification of Principal Financial Officer, pursuant to 18 U.S.C.
−Removed: Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
−Removed: Certification of Principal Executive Officer, pursuant to 18 U.S.C.
−Removed: Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
−Removed: Certification of Principal Financial Officer, pursuant to 18 U.S.C.
−Removed: Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
−Removed: Compensation Recovery Policy of the Company.*
−Removed: XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
−Removed: Inline XBRL Taxonomy Extension Schema Document*
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document*
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document*
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document*
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document*
−Removed: Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
−Removed: of the exhibit, including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv)
−Removed: of Regulation S-K.
+Added: Certification
+Added: of Principal Executive Officer, pursuant to 18 U.S.C.
+Added: Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
+Added: Certification
+Added: of Principal Financial Officer, pursuant to 18 U.S.C.
+Added: Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
+Added: Certification
+Added: of Principal Executive Officer, pursuant to 18 U.S.C.
+Added: Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
+Added: Act of 2002**
+Added: Certification
+Added: of Principal Financial Officer, pursuant to 18 U.S.C.
+Added: Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
+Added: Act of 2002**
+Added: Compensation Recovery Policy of the Company, incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on June 27, 2024.
+Added: XBRL Instance Document
+Added: - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
+Added: Inline XBRL Taxonomy Extension
+Added: Schema Document*
+Added: Inline XBRL Taxonomy Extension
+Added: Calculation Linkbase Document*
+Added: Inline XBRL Taxonomy Extension
+Added: Definition Linkbase Document*
+Added: Inline XBRL Taxonomy Extension
+Added: Label Linkbase Document*
+Added: Inline XBRL Taxonomy Extension
+Added: Presentation Linkbase Document*
+Added: Cover Page Interactive
+Added: Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded
+Added: within the Inline XBRL document*
+Added: Filed herewith
+Added: Furnished herewith
+Added: Portions of the exhibit,
+Added: including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation
The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
1 unchanged sentence
signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: June 27, 2024
+Added: July 10, 2025
SENMIAO TECHNOLOGY LIMITED
6 unchanged sentences
registrant and in the capacities and on the dates indicated.
−Removed: Chief Executive Officer, President and Chairman of
−Removed: June 27, 2024
−Removed: Xiaoyuan Zhang
−Removed: Chief Financial Officer
−Removed: June 27, 2024
+Added: Executive Officer, President and Chairman of the Board
Xiaoyuan Zhang
−Removed: (Principal Financial and Accounting Officer)
−Removed: June 27, 2024
−Removed: June 27, 2024
−Removed: June 27, 2024
−Removed: June 27, 2024
+Added: Financial Officer
+Added: Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.