Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period
covered by this Report, we carried out an evaluation, of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, Based on the foregoing evaluation, our
principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures
were not effective at the reasonable assurance level due to the material weaknesses described below.
Management’s Report on Internal Control
over Financial Reporting
Our management, including
our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of March 31, 2026, based on the Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework, our
principal executive officer and principal financial officer have concluded that our internal control over financial reporting was not
effective as of March 31, 2026 due to the following material weaknesses:
●
We did not have sufficient personnel with appropriate levels of accounting
knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures
under U.S. GAAP. Specifically, our control did not operate effectively to ensure the appropriate and timely analysis of and accounting
for unusual and non-routine transactions and certain financial statement accounts, which resulted in restatement of our unaudited financial
statements as of and for the three and nine months ended December 31, 2025;
●
We are lacking adequate
policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and
●
We had deficiencies in
our IT general controls regarding to the Logical Access Security, Change Management, IT Operations and Cybersecurity of our financial
system, etc.
A material weakness is
a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely basis. During the year ended March 31, 2026, we are in
the progress of improving our system security environment and conducting regular backup plans to ensure network and information
security. We also kept refining the operational and financial system for our businesses to warn of risks and support
management’s ability to make significant decisions. We plan to address the weaknesses identified above by implementing the
following measures:
(i)
Continuously hiring additional
accounting staffs with comprehensive knowledge of U.S. GAAP and SEC reporting requirements;
(ii)
Setting up an internal audit function and continuously ameliorate our internal
audit to assist with assessment of Sarbanes-Oxley compliance requirements and improvement of internal controls related to financial
reporting; and
(iii)
improving our IT environment
and daily management.
Changes in Internal Control over Financial Reporting
Other than as described above,
there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report
on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Trading Plans
During the fiscal year ended March 31, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
Not applicable.
85
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
Our current directors and officers are as follows:
Name
Age
Position
Ronggang (Jonathan) Zhang
73
Chief Executive Officer,
Executive Director and Chairman of the Board
Yafeng Li
58
Chief Financial Officer
Haitao Liu
54
Chief Operating Officer
Si (Simon) Li
41
Director
Chong Chen
48
Director
Xiaojuan Lin
60
Director
Jie Gao
47
Director
Ronggang (Jonathan)
Zhang has been the Chief Executive Officer, Executive Director and Chairman of the Board of Directors of the Company since
November 25, 2025. He has served as an independent director of Chijet Motor Company, Inc. (Nasdaq: CJET) since September 2025. He has
also served as an independent director of SOS Ltd (NYSE: SOS) from May 2020 to November 2025, as well as an independent director of NFT
Limited (NYSE American: MI) from September 2023 to November 2025. He is the Chief Executive Officer of 5CGroup International Asset Management
Co., Ltd. and Strategic Development Consultant of SG & CO PRC Lawyers, positions he has held since 2015. Mr. Zhang has served since
2015 as master’s supervisor of Zhejiang Sci-Tech University and visiting professor of Zhejiang NDRC Training Center. Mr. Zhang
previously served as the Department Chief of Commercial Bureau of HEDA between 2003 and 2015 and as Chief of Investment Bureau of Ningbo
Free Trade Zone between 2000 and 2003. Mr. Zhang received his bachelor’s degree at Hubei University in 1987, and was a Visiting
Scholar to the University of Newcastle upon Tyne, UK in 1996.
Yafeng Li has
been serving as our Chief Financial Officer since January 2, 2026. She has served as the Financial Controller of World Trade Technology
LLC since May 2020. Ms. Li holds multiple professional certifications, including Certified Internal Auditor, Certified Management Accountant,
and Certified Tax Agent (China). Ms. Li earned her Bachelor’s degree in accounting from Shanxi University in July 1999.
Haitao Liu has
been serving as the Chief Executive Officer of Sichuan Senmiao since August 1, 2018. On September 10, 2020, Mr. Haitao
Liu tendered his voluntary resignation as Chief Executive Officer of Sichuan Senmiao. On the same date, the Board appointed Mr. Haitao
Liu to serve as the Company’s Chief Operating Officer. Mr. Liu previously served as Chief Executive Officer of Shenzhen Qianhai
Tuteng Internet Financial Services Co., Ltd., a peer-to-peer online lending company specialized in auto loans, from May 2015
to April 2018. Prior to that, he served as the Deputy General Manager of Chengdu High-Tech Zone Xingrui Microfinance Co., Ltd.,
a company offering loans to small businesses and individuals, from May 2012 to April 2015, as the Chief Financial Officer of
Sichuan Information Industry Co., Ltd., an information technology company, from July 2006 to May 2012, and as the Deputy
General Manager of Sichuan Zhongxin Hengde CPA Co., Ltd. from June 2000 to July 2006. He also served as a civil servant
in Chenghua District People’s Government of Chengdu from June 1993 to June 2000. Mr. Liu received a master’s
degree in EMBA (Finance) from Southwestern University of Finance and Economics, a bachelor’s degree in Business Administration
from Southwest Jiaotong University and an associate degree in Commercial Economy from Southwestern University of Finance and Economics
in China.
Si (Simon) Li has
been a director of the Company since November 25, 2025. Mr. Si (Simon) Li has served as the Chief Financial Officer of Token Cat
Limited (Nasdaq: TC) since June 2023. From June 2020 to May 2023, he served as the General Manager and Partner of Hongange (Beijing)
Private Equity Fund Management Co., Ltd. Mr. Li has also served as the General Manager of the Capital Operations Department of Avatar
Technology (Chongqing) Co., Ltd. from August 2019 to May 2020. Mr. Li obtained his bachelor’s degree in International Business and Trade
from the Beijing Technology and Business University in June 2007, a master’s degree in Applied Statistics from the University of Pennsylvania
in July 2009, and a master’s degree in executive business administration from Tsinghua University’s School of Economics and Management
in 2025.
86
Chong Chen
has been a director of the Company since November 25, 2025. Mr. Chong Chen has served as the Financial Controller for Shenzhen Qianhai
Huineng Technology Industrial Co., Ltd. since July 2020. From July 2018 to July 2020, Mr. Chen also served as the Director of Investment
& Financing at Shenzhen Yongda Electronic Information Co., Ltd. Mr. Chen obtained his bachelor’s degree in accounting from
Zhongnan University of Economics and Law in 1999. Mr. Chen is a certified public accountant in both the United States and the United
Kingdom.
Xiaojuan Lin has
been a director of the Company since July 20, 2017. Since March 2011, Ms. Lin has been the legal representative and Executive
General Manager of Hunan Dinchentai Investment Co. Ltd. She previously served as Deputy General Manager and Finance Manager of Hunan
Xinhongxin Group from April 2004 to February 2010 where she was in charge of the group’s finance, tax and accounting
matters. From August 2000 to March 2004, Ms. Lin served as Finance Manager for Northwest Region at Tianjin Jiashijian
Commercial Group, where she managed the group’s finance, tax and accounting matters. She also acted as Budgeting and Accounting
Manager of Cygent Hotel from 1986 to 2000. Ms. Lin holds a Bachelor’s degree in Statistics from Hunan Finance University in
Hunan, China. She is a Certified Public Accountant in China. Ms. Lin is qualified to serve on our board of directors due to her
expertise in accounting and finance.
Jie Gao has
served as a director of the Company since November 8, 2018. She has been the general manager of Hunan Ruixi, our majority owned
subsidiary, since February 2018. She has also served as the executive director of Ruixi Leasing, a wholly owned subsidiary of Hunan
Ruixi, since April 2018. Prior to that, she was the executive director of Guangdong Hu Mao Sheng Tang Fund Management Co., Ltd.,
a fund management company, from May 2017 to January 2018, where she was responsible for the establishment and management of
the finance and investment department. She served as the project director of finance and investment department of Resgreen Biotechnology
Group Co., Ltd., a biotechnology company, from October 2003 to March 2017. Before that, she also served in administrative
positions in electronic technology companies in Changsha, Hunan, China. She received an associate’s degree in hotel secretary from
Hunan University of Commerce in Changsha, Hunan, China. Ms. Gao is qualified to serve on our board of directors due to her experience
in business management, investment and finance.
Family Relationships
There are no family relationships,
or other arrangements or understandings between or among any of the directors, executive officers or other persons pursuant to which
such person was selected to serve as a director or officer.
Board Committees
Our board of directors currently
have an Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee. Each committee’s members and
functions are described below.
Audit Committee.
Our audit committee consists of Mr. Chen, Mr. Li and Ms. Lin, and is chaired by Mr. Li. Each of our audit committee members satisfies
the “independence” requirements of the Nasdaq listing rules of and meet the independence standards under Rule 10A-3
under the Exchange Act. We have determined that Ms. Lin qualifies as an “audit committee financial expert.” The audit
committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit
committee is responsible for, among other things:
●
selecting the independent
registered public accounting firm and pre-screening all auditing and non-auditing services permitted to be performed by the independent
registered public accounting firm;
●
reviewing with the independent
registered public accounting firm any audit problems or difficulties and management’s response;
●
reviewing and approving
all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
87
●
discussing the annual audited
financial statements with management and the independent registered public accounting firm;
●
reviewing the adequacy
of our internal controls and any special audit steps adopted in light of material control deficiencies;
●
annually reviewing and
reassessing the adequacy of our audit committee charter;
●
meeting separately and
periodically with management and the independent registered public accounting firm; and
●
reporting to the board
of directors.
Compensation Committee.
Our compensation committee consists of Mr. Chen, Mr. Li and Ms. Lin, and is chaired by Ms. Lin. Each of the compensation committee members
satisfies the “independence” requirements of the listing rules of Nasdaq. The compensation committee assists the board
of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and
executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated
upon. The compensation committee is responsible for, among other things:
●
reviewing the total compensation
package for our executive officers and making recommendations to the board of directors with respect to it;
●
approving and overseeing
the total compensation package for our executives other than the three most senior executives;
●
reviewing the compensation
of our directors and making recommendations to the board of directors with respect to it; and
●
periodically reviewing
and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee
pension and welfare benefit plans.
Nominating and Corporate
Governance Committee. Our nominating and corporate governance committee consists of Mr. Chen, Mr. Li and Ms. Lin, and is chaired
by Mr. Chen. Each member of our nominating and corporate governance commit satisfies the “independence” requirements of the
Nasdaq listing rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified
to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate
governance committee is responsible for, among other things:
●
recommending 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 board
of directors;
●
reviewing annually with
the board of directors the current composition of the board of directors with regards to characteristics such as independence, age,
skills, experience and availability of service to us;
●
selecting and recommending
to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well
as of the nominating and corporate governance committee itself; and
●
monitoring compliance with
our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
88
Compensation Committee Interlocks and Insider Participation
None of the members of our
compensation committee is or has been an officer or employee of our Company. None of our officers and directors currently serves, or
in the past years has served, as a member of the compensation committee or other board committee performing equivalent functions of any
entity that has one or more executive officers serving on our board of directors or Compensation Committee.
Delinquent Section 16(a) Reports
Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent
of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to
furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during
the year ended March 31, 2026 there were no delinquent filers.
Code of Ethics
We have adopted a written
code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Stock Market
and the SEC. We have filed copies of our code of ethics, our audit committee charter, our compensation committee charter and our nominating
committee charter as exhibits to our registration statement in connection with our IPO. You may review these documents by accessing our
public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge
upon request to us.
Involvement in Certain Legal Proceedings
None of our directors and
executive officers have been involved in any of the following events during the past ten years:
1.
any bankruptcy petition
filed by or against such person or any business of which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated
with any person practicing in banking or securities activities;
4.
being found by a court
of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
being subject of, or a
party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation
respecting financial institutions, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; or
6.
being subject of or party
to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets
forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the executive officers of our
company during the years ended March 31, 2026 and 2025. For purposes of this document, these individuals are collectively referred to
as the “named executive officers” of the Company.
89
Nonqualified
Non-equity
deferred
Stock
Option
incentive plan
compensation
All other
Salary
Bonus
awards
awards
compensation
earnings
compensation
Total
Name and principal position
Year
($)
($)
($)
($)
($)
($)
($)
($)
Ronggang (Jonathan) Zhang
2026
17,500
—
—
—
—
—
—
17,500
Chief Executive Officer, Board Chair
2025
—
—
—
—
—
—
—
—
Yafeng Li
2026
12,500
—
—
—
—
—
—
12,500
Chief Financial Officer
2025
—
—
—
—
—
—
—
—
Haitao Liu
2026
38,018
—
—
—
—
—
—
38,018
Chief Operating Officer
2025
56,123
—
—
—
—
—
—
56,123
Xi Wen (1)
2026
10,739
—
—
—
—
—
—
10,739
Former Chief Executive Officer, Chairman, President and Secretary
2025
83,145
—
—
—
—
—
—
83,145
Xiaoyuan Zhang (2)
2026
22,312
—
—
—
—
—
—
22,312
Former Chief Financial Officer and Treasurer
2025
56,151
—
—
—
—
—
—
56,151
(1)
Effective November 21,
2025, Wen Xi resigned from the board of directors of the Company as the Chief Executive Officer and Chairman
of the Board of the Company.
(2)
Effective December 31,
2025, Xiaoyuan Zhang resigned from the Chief Financial Officer of the Company.
Employment Agreements and Potential Payments Upon Termination
Ronggang (Jonathan) Zhang, Chief Executive Officer, Board Chair
Effective November 21, 2025,
during the fiscal year ended March 31, 2026, the Company appointed Mr. Ronggang (Jonathan) Zhang as Chief Executive Officer and Chairman,
succeeding the former Chief Executive Officer. The Company entered into an executive employment agreement with Mr. Zhang as of November
21, 2025. The agreement stipulates his annual base salary, his eligibility for discretionary annual cash bonuses and equity awards, all
of which are subject to annual review and approval by the Compensation Committee and the Board of Directors, as well as standard employee
benefits. Under the terms of the employment agreement, if Mr. Zhang’s employment is involuntarily terminated without cause, or
he resigns for good reason, he shall be entitled to severance benefits including severance pay equivalent to three months of his base
salary, a pro-rated portion of his annual target bonus, twelve months of company-provided medical insurance coverage, and immediate full
vesting of all unvested equity awards. No severance benefits will be provided if his employment is terminated for cause, due to his death
or permanent disability. There were no material amendments to the employment agreement throughout the fiscal year ended March 31, 2026.
Mr. Yafeng Li, Chief Financial Officer
Effective January 2, 2026,
during the fiscal year ended March 31, 2026, Ms. Yafeng Li began serving as the Chief Financial Officer of the Company. The Company entered
into an employment agreement with Ms. Li dated January 2, 2026. The agreement sets forth an annual base salary, entitles her to discretionary
annual bonuses and equity incentives as approved by the Board of Directors, and covers standard employee benefits. Pursuant to the termination
terms of the agreement, if Ms. Li’s employment is involuntarily terminated without cause, she will receive severance equivalent
to one month of base salary, a pro-rated portion of the annual target bonus, twelve months of employer-sponsored health insurance, and
immediate full vesting of all unvested equity awards. No severance benefits are payable upon termination for cause, death or disability.
No material amendments were made to this employment agreement during the fiscal year ended March 31, 2026.
90
Haitao Liu, Chief Operating Officer
Mr. Liu serves as the
Chief Executive Officer of Sichuan Senmiao pursuant to his employment agreement with Sichuan Senmiao, dated August 1, 2018. The
term of his employment was for one year, subject to a one-month probation period. He is entitled to a monthly salary of RMB45,000 (approximately
US$6,551) except that he will receive RMB36,000 (approximately US$5,241) for his probation period. The employment may be terminated (i) by
mutual consent, (ii) immediately for cause by Sichuan Senmiao, (iii) for incapacity after non-work related illness or injury
by Sichuan Senmiao with a 30-day prior written notice or a one-month salary as severance payment, (iii) by a 30-day prior written
notice from Mr. Liu and a three-day prior notice during the probation period, or (iv) immediately for cause by Mr. Liu.
In connection with the employment agreement, Mr. Liu and Sichuan Senmiao entered into a confidentiality agreement, pursuant to which
Mr. Liu agreed not to release or disclose Sichuan Senmiao’s confidential information.
Despite the expiration of
his employment agreement, Mr. Liu has agreed to continue to serve as the Chief Executive Officer of Sichuan Senmiao as well as assist
to oversee our Automobile Transaction and Related Services after the discontinuation of our P2P business under the same terms of his
employment agreement.
On September 10, 2020,
Mr. Haitao Liu tendered his voluntary resignation as Chief Executive Officer of Sichuan Senmiao. On the same date, the Board appointed
Mr. Haitao Liu to serve as the Company’s Chief Operating Officer. Effective September 11, 2020, the Company and Mr. Liu
entered into an employment agreement (the “Liu Agreement”). Under the Liu Agreement, Mr. Liu is entitled to an annual
salary of RMB540,000 (approximately US$77,000) for his service as Chief Operating Officer of the Company. He 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. His employment
has an initial term of one year and is subject to successive, automatic one-year extensions unless either party gives notice of non-extension
to the other party at least 30 days prior to the end of the applicable term.
During the year ended March
31, 2025, the Compensation Committee and the Board approved a modified compensation of Mr. Liu, pursuant to which, Mr. Liu was entitled
to an annual salary of RMB270,000 (approximately $38,000) for his service as the Chief Operating Officer of the Company since September
1, 2024. There was no modification to Mr. Liu’s compensation during the fiscal year ended March 31, 2026.
Xi Wen, Former Chief Executive Officer, Chairman of the Board,
President and Secretary
On May 27, 2019, the
Company and Mr. Wen entered into an employment agreement (the “Wen Agreement”) to memorialize the compensation arrangement
and the other terms of Mr. Wen’s continuing employment with the Company and Sichuan Senmiao. Under the Wen Agreement, Mr. Wen
is entitled to the following compensation: (i) an annual salary of US$100,000 for his service as Chief Executive Officer of the
Company, payable quarterly in arrears, starting upon the Company’s receipt of proceeds from a financing of at least $1,000,000;
(ii) an annual salary of RMB600,000 (approximately US$87,354) for his service as the Executive Director for Sichuan Senmiao, payable
monthly in arrears starting upon the Company’s receipt of proceeds from a financing of at least $1 million; and (iii) a cash
bonus of 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 targets as reviewed by the Compensation Committee.
Mr. Wen is also entitled
to participate in the Company’s equity incentive plans and other Company benefits (including health insurance, vacation and expense
reimbursement), each in accordance with the Company’s policies as determined by the Board from time to time. The Wen Agreement
has an initial term of three years and is subject to successive, automatic one-year extensions unless either party gives notice of non-extension
to the other party at least 30 days prior to the end of the applicable term.
Pursuant to the Wen Agreement,
the Company may terminate Mr. Wen’s employment for cause (as defined in the Wen Agreement), at any time, without notice. Upon
a termination for cause, Mr. Wen will not be entitled to receive payment of any severance benefits or other amounts by reason of
the termination, and his right to all other benefits will terminate, except as required by any applicable law.
91
The Company may also terminate
Mr. Wen’s employment without cause upon 30 days’ advance written notice. In the case of such a termination by the Company,
the Company is required to provide the following severance payments and benefits to Mr. Wen: (1) a lump sum cash payment equal
to three (3) months of the base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued
health benefits under the Company’s health plans for three (3) months following the termination, if any; and (4) immediate
vesting of 100% of the then-unvested portion of any outstanding equity awards held by Mr. Wen.
In addition, if the Company
or its successor terminates the Wen Agreement upon a merger, consolidation, or transfer or sale of all or substantially all of the assets
of the Company with or to any other individual(s) or entity, Mr. Wen shall be entitled to the following severance payments
and benefits upon such termination: (1) a lump sum cash payment equal to three months of the base salary at a rate equal to the
greater of his annual salary in effect immediately prior to the termination, or his then current annual salary as of the date of such
termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding
the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for three months following
the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by Mr. Wen.
Pursuant to the Wen Agreement,
Mr. Wen may terminate his employment at any time with 30 days’ advance written notice without cause or if there is any significant
change in his authority, duties and responsibilities or a material reduction in his annual salary. In such case, Mr. Wen will be
entitled to receive compensation equivalent to three months of his base salary.
In order to receive any severance benefits under
the Wen Agreement, Mr. Wen will be required to execute and deliver to the Company a general release of claims in a form reasonably
satisfactory to the Board. During the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation
of Mr. Wen, pursuant to which, Wen was entitled to an annual salary of RMB600,000 (approximately $84,000) for his service as Chief Executive
Officer of the Company and the Executive Director for Sichuan Senmiao since April 1, 2024. There was no modification to Mr. Wen’s
compensation during the fiscal year ended March 31, 2026. Pursuant to his voluntary waiver, only $10,739 compensation awarded to Mr. Wen
for the year ended March 31, 2026.
The Wen Agreement also contained
customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.
Xiaoyuan Zhang , Former Chief Financial Officer and Treasurer
On September 17, 2018,
the Company and Ms. Zhang entered into an employment agreement (the “Zhang Agreement”). Under the Zhang Agreement, Ms. Zhang
is entitled to an annual salary of RMB540,000 (approximately US$78,620) for her services as Chief Financial Officer and Treasurer of
the Company. She 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. Her employment has an initial term of one year and is subject to successive, automatic one-year extensions
unless either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.
Pursuant to the Zhang Agreement,
the Company may terminate Ms. Zhang’s employment for cause, at any time, without notice or remuneration, for certain acts,
such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to the detriment of the Company, or misconduct
or a failure to perform agreed duties. In such case, Ms. Zhang will not be entitled to receive payment of any severance benefits
or other amounts by reason of the termination, and her right to all other benefits will terminate, except as required by any applicable
law. The Company may also terminate Ms. Zhang’s employment without cause upon 30 days’ advance written notice. In such
case of termination by the Company, the Company is required to provide the following severance payments and benefits to Ms. Zhang:
a cash payment of one month of base salary as of the date of such termination for each year (which is any period longer than six months
but no more than one year) and a cash payment of half month of base salary as of the date of such termination for any period of employment
no more than six months, provided that the total severance payments shall not exceed twelve months of base salary.
92
Pursuant to the Zhang Agreement,
Ms. Zhang may terminate her employment at any time with 30 days’ advance written notice if there is any significant change
in her duties and responsibilities or a material reduction in her annual salary. In such case, Ms. Zhang will be entitled to receive
compensation equivalent to 3 months of her base salary. In addition, if the Company or its successor terminates the Zhang Agreement upon
a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or
entity, Ms. Zhang shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum
cash payment equal to 3 months of base salary at a rate equal to the greater of her annual salary in effect immediately prior to
the termination, or her then current annual salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits
under the Company’s health plans for 3 months following the termination; and (4) immediate vesting of 100% of the then-unvested
portion of any outstanding equity awards held by Ms. Zhang.
During the year ended March
31, 2025, the Compensation Committee and the Board approved a modified compensation of Ms. Zhang, pursuant to which, Ms. Zhang was entitled
to an annual salary of RMB270,000 (approximately $38,000) for her service as the Chief Financial Officer and Treasurer of the Company
since September 1, 2024. There was no modification to Ms. Zhang’s compensation during the fiscal year ended March 31, 2026, but
since Ms. Zhang voluntarily waived, Ms. Zhang’s compensation was only calculated until October 2025.
The Zhang Agreement also
contained customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.
Outstanding Equity Awards at Fiscal Year-End
As of Mach 31, 2026, there
was no outstanding equity awards of executive officers.
Director Compensation
The following table sets
forth certain information concerning the compensation of our then serving executive directors for the fiscal year ended March 31, 2026,
except that the compensation of Ronggang (Jonathan) Zhang as a director and Xi Wen as a former director are included in “–
Summary Compensation Table ”:
Non-equity
Nonqualified
Fees
earned or
Stock
Option
incentive plan
deferred
compensation
All other
paid in
awards
awards
compensation
earnings
compensation
Total
cash $
$
$
$
$
$
$
Si (Simon) Li (1)
10,500
—
—
—
—
—
10,500
Chong Chen (1)
10,500
—
—
—
—
—
10,500
Xiaojuan Lin (2)
20,000
—
—
—
—
—
20,000
Jie Gao (2)
20,000
—
—
—
—
—
20,000
Trent Davis (3)
20,000
—
—
—
—
—
20,000
Sichun Wang (3)
10,000
—
—
—
—
—
10,000
(1)
Effective November
25, 2025, Mr. Si (Simon) Li and Mr. Chong Chen have served as directors of the Company. In accordance with their respective annual
director retainer fee of $30,000 per annum, the Company accrued retainer payables of $10,500 for each director; and all accrued amounts
have been fully settled.
(2)
The Company accrued director
retainer payables for Mr. Xiaojuan Lin and Ms. Jie Gao at an annual retainer fee of $20,000 each, and expects to settle the payment
by December 2026.
(3)
Effective November 21, 2025, Mr. Trent Davis and Ms. Sichun Wang resigned
from the Company’s board of directors. Mr. Trent Davis and Ms. Sichun Wang are entitled to annual director retainer fees of $40,000
and $20,000, respectively. Pursuant to their voluntary waiver, the Company accrued only half-year retainer payables of $20,000 and $10,000
for Mr. Davis and Ms. Wang, respectively, for the fiscal year ended March 31, 2026, and all such accrued amounts were fully settled by
the Company in December 2025.
93
Furthermore, our serving directors will also be reimbursed for reasonable,
pre-approved expenses incurred in connection with the performance of their directorial services.
As of March 31, 2026,
the Company has issued accumulated 2,372 RSUs (after reverse split) to current and former directors, of which 227 was vested but not
issued by the Company. During the year ended March 31, 2026, the Company did not issue RSUs to directors. The Company accounted for
the vested RSUs as expenses and charged to common stock. The fair value of the vested RSUs is calculated at the grant date market
price of the Company’s common stock multiplying by the number of vested shares. The Company expects to settle the vested RSUs
by issuance of shares of common stock within December 2026.
Item 12 . Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters
On June 26, 2026, there were
14,557,489 shares of common stock outstanding, which does not include the shares of common stock underlying the vested RSUs. The following
table sets forth certain information known to us with respect to the beneficial ownership of common stock as of that date by (i) each
of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. As of June 26,
2026, we have identified no individual or affiliated group with beneficial owner more than 5% of our common stock.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by
them.
Amount and
Nature of
Percentage of
Beneficial
Outstanding
Name and Address of Beneficial Owner (1)
Ownership
Shares
Officers and Directors
Xiaojuan Lin (2)
490
*
Jie Gao (3)
440
*
Haitao Liu (4)
69
*
All directors and executive officers as a group (three individuals)
999
*
*
Less than 1%.
(1)
Unless otherwise indicated,
the business address of each of the individuals is 16F, Building A, Shihao Square, Middle Jiannan Avenue, High-Tech Zone, Chengdu,
Sichuan, China.
(2)
Represents 490 shares of
common stock underlying 490 RSUs, of which, 45 RSUs have been vested but the underlying shares of common stock of which have not
been issued as of the date of this Report.
(3)
Represents 440 shares of
common stock underlying 440 RSUs, of which, 45 RSUs have been vested but the underlying shares of common stock of which have not
been issued as of the date of this Report.
(4)
Represents 69 shares of
common stock underlying 69 RSUs, of which, 23 RSUs have been vested but the underlying shares of common stock of which have not been
issued as of the date of this Report.
94
Equity Compensation Plan Information
At the 2018 Annual Meeting
of Stockholders of the Company held on November 8, 2018, the Company’s stockholders approved the Company’s 2018 Equity Incentive
Plan for employees, officers, directors and consultants of the Company and its affiliates. In March 2023 and April 2024, the Annual Meeting
of Stockholders of Company for the years ended March 31, 2022 and 2023 further approved the amendments to the 2018 Equity Incentive Plan,
to increase the number of shares of common stock reserved under the Plan to 150,000 shares and 180,000 shares, respectively, giving retroactive
effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29,
2025, respectively. A committee consisting of at least two independent directors would be appointed by the Board or in the absence of
such a committee, the board of directors, will be responsible for the general administration of the Equity Incentive Plan. All awards
granted under the Equity Incentive Plan will be governed by separate award agreements between the Company and the participants. As of
March 31, 2026, the Company has granted an aggregate of 3,038 RSUs, among which, 2,645 RSUs were issued under the Equity Incentive
Plan, 318 RSUs were vested but have not been issued while 75 RSUs were forfeited due to two directors ceased to serve on the board of
the Company since November 8, 2018.
The following table provides
information as of March 31, 2026 with respect to the shares of our common stock that may be issued under our existing equity incentive
plan:
Plan category
Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants
and rights
Weighted-average
exercise
price of
outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
2018 Equity Incentive Plan
—
—
177,037
Item 13. Certain Relationships and Related Transactions, and
Director Independence
Certain Relationships and Related Transactions
Our audit committee must
review and approve any related person transaction we propose to enter into which would need to be disclosed under Item 404(a) of
Regulation S-K. Our audit committee charter details the policies and procedures relating to transactions that may present actual, potential
or perceived conflicts of interest and may raise questions as to whether such transactions are consistent with the best interest of our
company and our stockholders.
Related Parties Transactions
For the Years Ended
March 31,
2026
2025
Lease expenses to Dingchentai (1)
$ 41,067
$ 41,691
Voluntary Waiver of Compensation by Xi Wen (2)
$ 70,000
$ —
Voluntary Waiver of Compensation by Trent Davis (2)
$ 65,000
$ —
Voluntary Waiver of Compensation by Sichun Wang (2)
$ 35,000
$ —
Advances to Jie Gao (3)
$ (14,081 )
$ —
Repayments from Xiang Hu (3)
$ 75,000
$ 69,288
Payment by World Trade Technology on behalf of the Company (4)
$ 78,398
$ —
Funds collected by the Company on behalf of Xiang Hu (4)
$ 168,696
$ —
Borrowing from World Trade Technology (5)
$ 500,000
$ —
Borrowing from Xiang Hu (6)
$ 140,807
$ —
Repayment to Xiang Hu (6)
$ (140,807 )
$ —
Borrowings from Xi Wen (7)
$ 137,500
$ —
Repayments to Xi Wen (7)
$ (128,558 )
$ (11,940 )
Loans to Xi Wen (7)
$ (229,469 )
$ —
Offset of loans due from Xi Wen against accrued salary payable to Xi
Wen (7)
$ 221,389
$ —
(1) In June 2022, Hunan Ruixi entered into an office lease
agreement which was set to expire in May 2025 with Hunan Dingchentai Investment Co., Ltd. (“Dingchentai”), a Company where
one of our independent directors serves as legal representative and general manager. The lease contract was renewed in June 2025, which
extended the original lease to May 2027, with an annual rent fee of approximately $41,000 payable quarterly. For the years ended March
31, 2026 and 2025, we incurred expense of $41,067 and $41,691, respectively, in rent to Dingchentai.
95
(2) For the year ended March 31, 2026, the three former directors
voluntarily waived all accrued but unpaid director compensation upon their resignation from the Company’s board of directors.
(3) The amount of $14,081 represented the advance to Jie Gao for
operational purposes in February 2026, which was fully repaid in June 2026.
For the years ended March 31, 2026 and 2025, Xiang
Hu repaid $75,000 and $69,288, respectively, against an interest-free special reserve loan of $150,000 granted to him on January 3, 2024
for operational purposes.
(4) In February and March 2026, World Trade Technology Limited (“World
Trade Technology”), a company where the Company’s Chief Financial Officer serves as Financial Controller, paid a total of
$78,398 in operating expenses on behalf of the Company, which is unsecured, interest-free and repayable on demand.
In November 2025, the Company collected $168,696
on behalf of Xiang Hu and remitted the full amount to the designated account of Xiang Hu in May 2026.
(5) In February 2026, the Company obtained an unsecured and interest-free
loan of $500,000 from World Trade Technology which shall be due and repayable on September 10, 2026.
(6) In December 2025, the Company obtained a loan amounted to $140,807
(RMB1,000,000) from Xiang Hu, which was unsecured, interest free and repayable on demand. The loan was fully repaid in March 2026.
(7) During the year ended March 31, 2026, the Company obtained total of
$137,500 borrowings from Xi Wen, repaid $128,558 to him, and loaned total of $229,469 to Xi Wen. All of these loans between the Company
and Xi Wen were unsecured, interest free and repayable on demand. The loan balances due from Xi wen amounted to $221,389 were offset against
the salary payable to Xi Wen as of December 31, 2025.
For the year ended March 31, 2025,
the Company repaid borrowings of $11,940 to Xi Wen, which was borrowed before March 31, 2024. The loan was unsecured, interest free and
due on demand.
96
Director
Independence
Our
board of directors has determined that each of Mr. Si (Simon) Li , Mr. Chong Chen and Ms. Xiaojuan Lin qualifies as an “independent
director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would
interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Pay
Versus Performance
In August 2022, the SEC
adopted final rules to require companies to disclose information about the relationship between executive compensation actually paid
and certain financial performance of the company. The information below is provided pursuant to Item 402(v) of SEC Regulation S-K with
respect to “smaller reporting companies” as that term is defined in Item 10(f)(1) of SEC Regulation S-K.
(a)
Fiscal Year
(b)
Summary
Comp Table
Total for
PEO
($)(1)
(c)
Comp.
Actually
Paid to PEO
($)(2)
(d)
Average
Summary
Comp. Table
for Non-PEO
NEOs
($)
(e)
Average
Comp.
Actually
Paid to
Non-PEO
NEOs
($)
(f)
Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder
Return
($)(3)
(g)
Net Loss
($)(4)
2023
237,570
237,570
—
—
N/A
(3,790,693 )
2024
183,716
183,716
—
—
N/A
(4,234,214 )
2025
83,145
83,145
—
—
N/A
(3,680,812 )
2026
28,239
28,239
—
—
N/A
(5,371,504 )
(1)
The dollar amounts reported
in column (b) are the amounts of total compensation reported for Mr. Xi Wen and Ronggang (Jonathan) Zhang for each corresponding
year in the “Total” column of the Summary Compensation Table. See “Executive Compensation - Summary Compensation
Table.
(2)
The dollar amounts reported in column (c) represent the amount of “compensation
actually paid” to Mr. Xi Wen and Ronggang (Jonathan) Zhang as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation
S-K, which prescribes certain specified additions and subtractions from the amount in column (b). The compensation actually paid to Mr.
Xi Wen includes $70,000 of his director’s salary of waived by himself during the year ended March 31, 2026.
(3)
The Company suffered loss
during the years ended March 31, 2026 and 2025, so no substantiality for the calculation of the Total Shareholder Return.
(4)
The dollar amounts reported
in column (g) represent the amount of net income reflected in our consolidated audited financial statements for the applicable year.
Analysis of the Information Presented in the Pay Versus Performance
Table
The Nomination and Compensation
Committee of the Board of Directors of the Company does not have a policy or practice regarding evaluating Total Shareholder Return as
part of its determination of compensation decisions for the named executive officers. The Nomination and Compensation Committee takes
various factors into account in determining the competitiveness of its executive compensation. Over the past two fiscal years the Nomination
and Compensation Committee has recognized the significant time and effort required by the executive officer to manage the Company’s
liquidity by raising capital while reducing operating expenses and cash used in operations, secure and maintain the Company’s listing
on the Nasdaq Market.
All information provided
above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by reference in any filing
of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
97
Item 14 . Principal Accountant Fees and Services.
The following table shows
the fees that we paid or accrued for the audit and other services provided by our independent registered public accounting firm, Marcum Asia CPAs LLP, for
the fiscal years ended March 31, 2026 and 2025.
Fiscal
Year
Fiscal
Year
Ended
Ended
March 31,
March 31,
Fee Category
2026
2025
Audit Fees (1)
$ 317,160
$ 315,300
Audit-Related Fees (2)
$ —
$ —
Tax Fees (3)
$ —
$ —
All Other Fees (4)
$ —
$ —
(1)
This category consists
of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual
financial statements, review of financial statements included in our quarterly reports and services that are normally provided by
the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal
years.
(2)
This category consists
of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance
of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the
fees disclosed under this category include consultations concerning financial accounting and reporting standards.
(3)
This category consists
of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax
planning.
(4)
This category consists
of fees for services provided by our independent registered public accountants other than the services described above.
Policy on Pre-Approval of Audit Services
Our audit committee pre-approves
all services, including both audit and non-audit services, provided by our independent registered public accounting firm.
98
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents
are filed as part of this Report:
(1)
The Financial Statements
in Item 8 herein; and
(2)
Index to the Financial
Statements in Item 8 herein.
All financial statement
schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is
presented in the financial statements and notes thereto in Item 15 of Part IV below.
(3)
Exhibits
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected
and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of
such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at
prescribed rates or on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary
Not applicable.
99
EXHIBIT INDEX
Exhibit No.
Description
3.1
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
3.2
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
3.3
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
3.4
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
3.5
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.
3.6
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.
4.1
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
4.2
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
4.3
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
4.4
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
4.5
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
4.6
Form of Warrants (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 14, 2025)
4.7
Form of Pre-funded Warrants (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on November 14, 2025)
4.8
Form of Warrants (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 24, 2026)
10.1
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. 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
10.2
Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With a Registered Direct Offering (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 14, 2025)
10.3
Form of Securities Purchase Agreement by and among the Company and the Purchasers In Connection With a Private Placement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 17, 2025)
100
10.4
Unofficial Translation of Acquisition Agreement dated December 31, 2025 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 7, 2026)
10.5
Form of Common Stock Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 24, 2026)
10.6
Employment Agreement by and between the Company and Yafeng Li dated January 2, 2026 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 8, 2026)
14.1
Code of Ethics, incorporated herein by reference to Exhibit 14.1 to the Amendment No. 7 to Registration Statement on Form S-1 filed with the SEC on March 14, 2018
19.1
Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on July 10, 2025)
21.1
List of Subsidiaries*
23.1
Independent registered public accounting firm’s consent*
31.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
97.1
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.
101.INS
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*
101.SCH
Inline XBRL Taxonomy Extension Schema Document*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104
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*
*
Filed herewith
**
Furnished herewith
(1)
Portions of the exhibit,
including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation
S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
101
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: June 30, 2026
SENMIAO TECHNOLOGY LIMITED
By:
/s/ Ronggang
(Jonathan) Zhang
Name:
Ronggang (Jonathan) Zhang
Title:
Chief Executive Officer
(Principal Executive Officer)
By:
/s/
Yafeng Li
Name:
Yafeng Li
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Name
Position
Date
/s/
Ronggang (Jonathan) Zhang
Chief Executive Officer, executive director and Chairman
of the Board
June 30, 2026
Ronggang (Jonathan) Zhang
/s/
Yafeng Li
Chief Financial Officer
June 30, 2026
Yafeng Li
(Principal Financial and Accounting Officer)
/s/
Si (Simon) Li
Director
June 30, 2026
Si (Simon) Li
/s/
Xiaojuan Lin
Director
June 30, 2026
Xiaojuan Lin
/s/
Chong Chen
Director
June 30, 2026
Chong Chen
/s/
Jie Gao
Director
June 30, 2026
Jie Gao
102