8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2022

SENMIAO TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

Nevada	001-38426	35-2600898
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16F, Shihao Square, Middle Jiannan Blvd. High-Tech Zone, Chengdu Sichuan, People’s Republic of China	610000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +86 28 61554399

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AIHS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 1.02 herein below is incorporated by reference under this item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

Termination of the VIE Arrangement over Jinkailong

On March 31, 2022, Hunan Ruixi Financial Leasing Co., Ltd. (“Ruixi”), a majority owned subsidiary of Senmiao Technology Limited, a Nevada corporation (the “Company”), holding 35% equity interest of Sichuan Jinkailong Automobile Leasing Co., Ltd. (“Jinkailong”), entered into an Agreement for the Termination of the Agreement for Concerted Action by Shareholders of Jinkailong (the “Termination Agreement”), pursuant to which the Agreement for Concerted Action by Shareholders with respect to Jinkailong signed on August 26, 2018 (“Voting Agreement No.1”) and the Agreement for Concerted Action by Shareholders with respect to Jinkailong signed on February 13, 2020 (“Voting Agreement No.2”, collectively, “Voting Agreements”) shall be terminated as of the date of the Termination Agreement. The parties unanimously recognize that the termination will not impair the past and future legitimate rights and interests of all parties in Jinkailong. As of March 31, 2022, the parties will no longer maintain a concerted action relationship with respect to the decision required to take concerted action at its shareholders meetings as stipulated in the Voting Agreements. Each party shall independently express opinions and exercise various rights such as voting rights and perform relevant obligations in accordance with the provisions of laws, regulations, normative documents and the Jinkailong’s articles of association.

As a result of the Termination Agreement, Jinkailong ceased to be a variable interest entity (“VIE”) to Ruixi. The Company, through Ruixi, will continue to keep its 35% equity interests in Jinkailong.

The description of terms and conditions of the Termination Agreement set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Agreement, the English translated version of which is attached hereto as Exhibits 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Further to the Company’s prior disclosure on the current reports on Form 8-K filed on March 25, 2022 and April 5, 2022, the Company filed a certificate of change with the State of Nevada effecting a simultaneous reduction of its authorized number of shares of the common stock, par value $0.0001 per share (the “Common Stock”) and its issued and outstanding number of shares of the Common Stock at a ratio of 1:10 (the “Reverse Split”) on April 6, 2022. No amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Split pursuant to Nevada Revised Statute 78.209. The Reverse Split became effective at the open of the trading of the Common Stock on April 6, 2022.

Item 9.01 Financial Statements and Exhibits.

(b)	Pro Forma Financial Information reflecting the financial statements of the Company for the nine months ended December 31, 2021 and the year ended March 31, 2021 with the deconsolidation of Jinkailong is filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d)	Exhibits.

Exhibit No.	Description
3.1	Certificate of Change of the Company filed with the State of Nevada on March 30, 2022
3.2	Certificate of Correction filed with the State of Nevada on April 5, 2022
10.1	English Translation of Agreement for the Termination of the Agreement for Concerted Action by Shareholders of Jinkailong*
99.1	Pro Forma Financial Information
104	Inline XBRL for the cover page of this Current Report on Form 8-K

* Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENMIAO TECHNOLOGY LIMITED
Date: April 6, 2022	By:	/s/ Xi Wen
	Name:	Xi Wen
	Title:	Chief Executive Officer

EX-3.1

 Exhibit 3.1

BARBARA K. CEGAVSKE
Secretary of State KIMBERLEY PERONDI
Deputy Secretary for
Commercial Recordings STATE OF NEVADA   OFFICE OF THE
SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888

Certified Copy

		3/31/2022 2:58:50 PM
Work Order Number:	W2022033103039
Reference Number:	20222218732
Through Date:	3/31/2022 2:58:50 PM
Corporate Name:	SENMIAO TECHNOLOGY LIMITED

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number	Description	Number of Pages
20222216779	Certificate Pursuant to NRS 78.209	1

Respectfully,

/s/ Barbara K. Cegavske

BARBARA K. CEGAVSKE

Nevada Secretary of State

 

Certified By: Paul Reyes

Certificate Number: B202203312541392

You may verify this certificate

online at http://www.nvsos.gov

		Filed in the Office of	Business Number
			E0275732017-1
		/s/ Barbara K. Cegavske	Filing Number
			20222216779
	BARBARA K. CEGAVSKE	Secretary of State	Filed On
	Secretary of State
	202 North Carson Street	State Of Nevada	3/30/2022 1:25:00 PM
	Carson City, Nevada 89701-4201		Number of Pages
	(775) 684-5708		1
	Website: www.nvsos.gov

Certificate of Change Pursuant to NRS 78.209

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

INSTRUCTIONS:

1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).

2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change.

3. Indicate the number of authorized shares and par value, if any of each class or series after the change.

4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.

5. Indicate provisions, if any, regarding fractional shares that are affected by the change.

6. NRS required statement.

7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.

8. Must be signed by an Officer. Form will be returned if unsigned.

1.	Entity Information:	Name of entity as on file with the Nevada Secretary of State:
		Senmiao Technology Limited
		Entity or Nevada Business Identification Number (NVID): E0275732017-1
2.	Current Authorized Shares:	The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
		100,000,000 shares of common stock, par value $0.0001 per share
		10,000,000 shares of preferred stock, par value $0.0001 per share
3.	Authorized Shares After Change:	The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
		10,000,000 shares of common stock, par value $0.0001 per share
		10,000,000 shares of preferred stock, par value $0.0001 per share
4.	Issuance:	The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
		To effect a 1-for-10 reverse stock split of the common stock
5.	Provisions:	The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
		No fractional shares will be issued; fractional shares that would have resulted from the split will be rounded up to the next whole number
6.	Provisions:	The required approval of the stockholders has been obtained.
7.	Effective date and	Date:	04/06/2022	Time:	9:30 a.m.E.T.
time: (Optional)		(must not be later than 90 days after the certificate is filed)

8.	Signature:	X	/s/ Xi Wen	President	03/25/2022
			Signature	Title	Date

This form must be accompanied by appropriate fees.	Page 1 of 1
If necessary, additional pages may be attached to this form.	Revised: 1/1/2019

EX-3.2

Exhibit 3.2

	STATE OF NEVADA
BARBARA K. CEGAVSKE Secretary of State   KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings		Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888
	OFFICE OF THE SECRETARY OF STATE

Business Entity - Filing Acknowledgement

	04/05/2022
Work Order Item Number:	W2022040500220-2035544
Filing Number:	20222229681
Filing Type:	Certificate of Correction
Filing Date/Time:	4/5/2022 8:06:00 AM
Filing Page(s):	1

Indexed Entity Information:

Entity ID: E0275732017-1	Entity Name: SENMIAO TECHNOLOGY LIMITED
Entity Status: Active	Expiration Date: None

Commercial Registered Agent

CORPORATION SERVICE COMPANY

112 NORTH CURRY STREET, Carson City, NV 89703, USA

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Respectfully,

/s/ Barbara K. Cegavske

BARBARA K. CEGAVSKE

Secretary of State

Page 1 of 1

Commercial Recording Division

202 N. Carson Street

		Filed in the Office of	Business Number
			E0275732017-1
		/s/ Barbara K. Cegavske	Filing Number
	BARBARA K. CEGAVSKE		20222229681
	Secretary of State	Secretary of State	Filed On
	202 North Carson Street	State Of Nevada	4/5/2022 8:06:00 AM
	Carson City, Nevada 89701-4201		Number of Pages
	(775) 684-5708		1
	Website: www.nvsos.gov

Certificate of Correction

NRS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A

(Only one document may be corrected per certificate.)

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

INSTRUCTIONS:

1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).

2. Name of document with inaccuracy or defect.

3. Filing date of document with inaccuracy or defect.

4. Brief description of inaccuracy or defect.

5 . Correction of inaccuracy or defect.

6. Must be signed by Authorized Signer. Form will be returned if unsigned.

1. Entity Information:	Name of entity as on file with the Nevada Secretary of State:
	Senmiao Technology Limited
	Entity or Nevada Business Identification Number (NVID): E0275732017-1
2. Document:	Name of document with inaccuracy or defect:
	Certificate of Change Pursuant to NRS 78.209
3. Filing Date:	Filing date of document which correction is being made: 3/30/2022
4. Description:	Description of inaccuracy or defect:
	Effective time of change (1-for-10 reverse stock split) was listed as 9:30 a.m. E.T. on April 6, 2022.
5. Correction:	Correction of inaccuracy or defect:
	Effective time of change (1-for-10 reverse stock split) should be 4:00 am E.T. on April 6, 2022.
6. Signature:	X	/s/ Xi Wen	04/04/2022
(Required)		Signature	Date

This form must be accompanied by appropriate fees.

Page 1 of 1

Revised: 1/1/2019

EX-10.1

Exhibit 10.1

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed

Agreement for the Termination of the Agreement for Concerted Action by Shareholders

Party A: Hunan Ruixi Financial Leasing Co., Ltd.

Unified Social Credit Code: [xxxx]

Party B: Chengdu Simushi Technology Co., Ltd.

Unified Social Credit Code: [xxxx]

Party C: Chen Xiaoliang

ID Card Number: [xxxx]

Party D: Yang Xi

ID Card Number: [xxxx]

Party E: He Yiqiang

ID Card Number: [xxxx]

Party F: Luo Xiaohui

ID Card Number: [xxxx]

Whereas,

1. Party A, Party C, Party D, Party E and Party F have entered into the Agreement for Concerted Action by Shareholders with respect to Jinkailong Automobile Leasing Co., Ltd. (“Jinkailong” or the “Company”) on August 26, 2018, and a supplementary agreement has been entered into by them on November 11, 2018, in which, the Parties agreed to take concerted action at the shareholders’ meeting of the Company to jointly control the Company from August 26, 2018 to August 25, 2038 (“Agreement I for Concerted Action by Shareholders”);

2. Party A and Party B entered into the Agreement for Concerted Action by Shareholders with respect to the Company on February 13, 2020, specifying that both parties shall take concerted action at the shareholders’ meeting of the Company from February 13, 2020 to August 25, 2038 (“Agreement II for Concerted Action by Shareholders”).

On the basis of equal negotiation, this Agreement is made and entered into by and among the Parties for the termination of the above Agreement I for Concerted Action by Shareholders and Agreement II for Concerted Action by Shareholders:

I. The Parties agree to terminate the above Agreement I for Concerted Action by Shareholders and Agreement II for Concerted Action by Shareholders as of the date of signing of this Agreement.

II. The Parties agree that, from August 26, 2018 (except for Party B, from February 13, 2020) to the date of signing of the Agreement, the same expression of intention made by the Parties through the exercise of voting rights is true, legal and valid. The Parties unanimously recognize that the termination will not damage the past and future legitimate rights and interests of all parties in the Company. There is no dispute or other responsibilities or obligations not fulfilled by the Parties under the Agreement I for Concerted Action by Shareholders and Agreement II for Concerted Action by Shareholders.

III. As of the date of commencement of the Agreement, the Parties will no longer maintain a concerted action relationship with respect to the decision required to take concerted action at the shareholders’ meeting as stipulated in the Agreements for Concerted Action by Shareholders. Each party shall independently express opinions and exercise various rights such as voting rights and perform relevant obligations in accordance with the provisions of laws, regulations, normative documents and the Company’s articles of association and their own wishes.

IV. Each party acknowledges and confirms that this Agreement, its contents, and any oral or written information exchanged between each other in connection with the preparation or performance of this Agreement are regarded as confidential information. Each party shall keep all such confidential information confidential, and shall not disclose any confidential information to any third party without the written consent of the other party, except for the following information: (a) any information known or to be known to the public (but not disclosed to the public without authorization by the party receiving the confidential information); (b) any information required to be disclosed in accordance with applicable laws and regulations, stock trading rules, or orders of government departments or courts; or (c) any information that needs to be disclosed by either party to its shareholders, investors, legal or financial advisers in connection with the transactions described in the Agreement, and such shareholders, legal or financial advisers shall also abide by confidentiality obligations similar to these terms. If any party’s employee or employing organization divulges the secrets, it shall be deemed as a disclosure by such party, and the corresponding responsibilities shall by borne by such party.

V. The Agreement shall become effective from the date of signing and sealing by the legal representatives or authorized representatives of the Parties.

VI. This agreement is made in septuplicate, with one copy for each party, which has the same legal effect.

(Signature page to the Agreement for the Termination of the Agreement for Concerted Action by Shareholders)

Party A: Hunan Ruixi Financial Leasing Co., Ltd.

Legal Representative or Authorized Representative:          Seal Affixed

Date: March 31, 2022

Party B: Chengdu Simushi Technology Co., Ltd.

Legal Representative or Authorized Representative:          Seal Affixed

Date: March 31, 2022

Party C: Chen Xiaoliang

Signature: /s/ Chen Xiaoliang

Date: March 31, 2022

Party D: Yang Xi

Signature: /s/ Yang Xi

Date: March 31, 2022

Party E: He Yiqiang

Signature: /s/ He Yiqiang

Date: March 31, 2022

Party F: Luo Xiaohui

Signature: /s/ Luo Xiaohui

Date: March 31, 2022

EX-99.1

Exhibit 99.1

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

(Expressed in U.S. dollar, except for the number of shares)

As of December 31, 2021

	December 31, 2021			Pro Forma adjustments			December 31, 2021
	Consolidated			De-consolidate Jinkailong & Recognize receivables from Jinkailong			Pro Forma Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)
				a
ASSETS
Current assets
Cash and cash equivalents	$	2,801,711		$	(115,663	)	$	2,686,048
Accounts receivable, net, current portion		794,389			(342,107	)		452,282
Inventories		211,054			(33,622	)		177,432
Finance lease receivables, net, current portion		356,504			-			356,504
Prepayments, other receivables and other assets, net		3,797,476			(1,588,442	)		2,209,034
Due from related parties		27,938			7,209,320			7,237,258
Current assets - discontinued operations		12,334			-			12,334
Total current assets		8,001,406			5,129,486			13,130,892
Property and equipment, net
Property and equipment, net		6,429,798			(291,573	)		6,138,225
Total property and equipment, net		6,429,798			(291,573	)		6,138,225
Other assets
Operating lease right-of-use assets, net		354,312			(216,132	)		138,180
Operating lease right-of-use assets, net, related parties		578,951			-			578,951
Financing lease right-of-use assets, net		2,096,466			(1,659,036	)		437,430
Intangible assets, net		939,193			-			939,193
Accounts receivable, net, noncurrent		29,275			(28,153	)		1,122
Finance lease receivables, net, noncurrent		158,163			-			158,163
Total other assets		4,156,360			(1,903,321	)		2,253,039
Total assets	$	18,587,564		$	2,934,592		$	21,522,156
LIABILITIES AND (DEFICIENCY) EQUITY
Current liabilities
Borrowings from financial institutions	$	500,363		$	(500,363	)	$	-
Accounts payable		124,052			-			124,052
Advances from customers		749,345			(637,596	)		111,749
Income tax payable		17,947			(17,947	)		-
Accrued expenses and other liabilities		6,561,161			(4,336,181	)		2,224,980
Due to related parties and affiliates		364,705			(214,868	)		149,837
Operating lease liabilities		156,769			(107,241	)		49,528
Operating lease liabilities - related parties		366,998			-			366,998
Financing lease liabilities		4,526,480			(4,104,460	)		422,020
Derivative liabilities		3,981,377			-			3,981,377
Current liabilities - discontinued operations		527,104			-			527,104
Total current liabilities		17,876,301			(9,918,656	)		7,957,645
Other liabilities
Borrowings from financial institutions, noncurrent		27,982			(21,776	)		6,206
Operating lease liabilities, non-current		179,778			(131,988	)		47,790
Operating lease liabilities, non-current - related parties		293,987			-			293,987
Financing lease liabilities, non-current		1,311,647			(1,296,238	)		15,409
Deferred tax liability		46,386			-			46,386
Total other liabilities		1,859,780			(1,450,002	)		409,778
Total liabilities		19,736,081			(11,368,658	)		8,367,423
Commitments and contingencies
Mezzanine Equity (redeemable)
Series A convertible preferred stock (par value $0.0001 per share, 5,000 shares authorized; 5,000 shares issued and outstanding at December 31, 2021), net of issuance costs of $118,344		820,799			-			820,799
Stockholders' equity (deficicency)
Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 61,783,794 shares issued and outstanding at December 31, 2021)		6,178			-			6,178
Additional paid-in capital		42,430,881			-			42,430,881
Accumulated deficit		(39,738,151	)		10,343,650			(29,394,501	)
Accumulated other comprehensive income (loss)		(778,437	)		874,616			96,179
Total Senmiao Technology Limited stockholders’ equity		1,920,471			11,218,266			13,138,737
Non-controlling interests		(3,889,787	)		3,084,984			(804,803)
Total equity (deficicency)		(1,148,517	)		14,303,250			13,154,733
Total liabilities and equity (deficiency)	$	18,587,564		$	2,934,592		$	21,522,156

Note
a	Reflect the deconsolidation of the Company's VIE Sichuan Jinkailong Automobile Leasing Company ("Jinkailong") due to the VIE termation agreements between the Company's subsidary Hunan Ruixi and other shareholders of Jinkailong on December 31, 2021.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

(Expressed in U.S. dollar, except for the number of shares)

As of March 31, 2021

	March 31, 2021			Pro Forma adjustments			March 31, 2021
	Consolidated			De-consolidate Jinkailong & Recognize receivables from Jinkailong			Pro Forma Consolidated
	(Audited)			(Unaudited)			(Unaudited)
				a
ASSETS
Current assets
Cash and cash equivalents	$	4,448,075		$	(107,547	)	$	4,340,528
Accounts receivable, net, current portion		1,437,195			(895,064	)		542,131
Inventories		127,933			-			127,933
Finance lease receivables, net, current portion		541,605			-			541,605
Prepayments, other receivables and other assets, net		3,905,278			(1,245,195	)		2,660,083
Due from related parties		39,572			6,666,539			6,706,111
Current assets - discontinued operations		393,348			-			393,348
Total current assets		10,893,006			4,418,733			15,311,739
Property and equipment, net
Property and equipment, net		3,700,147			(448,816	)		3,251,331
Property and equipment, net - discontinued operations		5,592			-			5,592
Total property and equipment, net		3,705,739			(448,816	)		3,256,923
Other assets
Operating lease right-of-use assets, net		499,221			(265,470	)		233,751
Operating lease right-of-use assets, net, related parties		580,367			-			580,367
Financing lease right-of-use assets, net		4,778,772			(4,201,693	)		577,079
Intangible assets, net		968,131			-			968,131
Goodwill		135,388			-			135,388
Accounts receivable, net, noncurrent		269,183			(207,240	)		61,943
Finance lease receivables, net, noncurrent		473,472			-			473,472
Total other assets		7,704,534			(4,674,403	)		3,030,131
Total assets	$	22,303,279		$	(704,486	)	$	21,598,793
LIABILITIES AND EQUITY
Current liabilities
Borrowings from financial institutions	$	310,662		$	(310,662	)	$	-
Accounts payable		44,769			-			44,769
Advances from customers		155,586			(45,413	)		110,173
Income tax payable		17,408			(17,408	)		-
Accrued expenses and other liabilities		6,655,591			(3,778,740	)		2,876,851
Other payable - intercompanies		-			-			-
Due to related parties and affiliates		352,827			(176,826	)		176,001
Operating lease liabilities		209,644			(99,831	)		109,813
Operating lease liabilities - related parties		243,726			-			243,726
Financing lease liabilities		5,172,943			(4,814,808	)		358,135
Derivative liabilities		1,278,926			-			1,278,926
Current liabilities - discontinued operations		2,336,862			-			2,336,862
Total current liabilities		16,778,944			(9,243,688	)		7,535,256
Other liabilities
Borrowings from financial institutions, noncurrent		44,962			(38,857	)		6,105
Operating lease liabilities, non-current		263,708			(167,822	)		95,886
Operating lease liabilities, non-current - related parties		341,549			-			341,549
Financing lease liabilities, non-current		2,256,553			(2,037,609	)		218,944
Deferred tax liability		44,993			-			44,993
Total other liabilities		2,951,765			(2,244,288	)		707,477
Total liabilities		19,730,709			(11,487,976	)		8,242,733
Commitments and contingencies
Stockholders' equity
Common stock (par value $0.0001 per share, 100,000,000 shares authorized;  49,780,725 shares issued and outstanding at March 31, 2021)		4,978			-			4,978
Additional paid-in capital		40,755,327			-			40,755,327
Accumulated deficit		(34,064,921	)		8,020,734			(26,044,187	)
Accumulated other comprehensive loss		(838,671	)		497,358			(341,313	)
Total Senmiao Technology Limited stockholders' equity		5,856,713			8,518,092			14,374,805
Non-controlling interests		(3,284,143	)		2,265,398			(1,018,745	)
Total equity		2,572,570			10,783,490			13,356,060
Total liabilities and equity	$	22,303,279		$	(704,486	)	$	21,598,793

Note
a	Reflect the deconsolidation of the Company's VIE Sichuan Jinkailong Automobile Leasing Company (“Jinkailong”) due to the VIE termation agreements between the Company's subsidary Hunan Ruixi and Jinkailong on December 31, 2021.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

(Expressed in U.S. dollar, except for the number of shares)

For the Nine Months Ended December 31, 2021

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Unaudited)			De-consolidate Jinkailong			Reverse elimination related to Jinkailong			(Unaudited)
					a			b
Revenues	$	8,249,033		$	(5,621,074	)		1,435,977		$	4,063,936
Cost of revenues		(9,339,832	)		5,210,174			(905,290	)		(5,034,948	)
Gross loss		(1,090,799	)		(410,900	)		530,687			(971,012	)
Operating expenses
Selling, general and administrative expenses		(10,429,219	)		3,262,268			(524,633	)		(7,691,584	)
Provision for doutful accounts, net of recovery		(80,410	)		(45,299	)		-			(125,709	)
Impairments of long-lived assets and goodwill		(178,125	)		35,609			-			(142,516	)
Total operating expenses		(10,687,754	)		3,252,579			(524,633	)		(7,959,808	)
Loss from operations		(11,778,553	)		2,841,679			6,054			(8,930,820	)
Other income
Other income, net		152,893			(117,378	)		328,473			363,988
Interest expense		(44,123	)		366,060			(328,473	)		(6,536	)
Interest expense on finance leases		(313,766	)		46,085			-			(267,681	)
Change in fair value of derivative liabilities		5,185,309			-			-			5,185,309
Issuance costs for issuing series A convertible preferred stock		(821,892	)		-			-			(821,892	)
Total other income, net		4,158,421			294,767			-			4,453,188
Loss before income taxes		(7,620,132	)		3,136,445			6,054			(4,477,633	)
Income tax expense		(4,550	)		-			-			(4,550	)
Net loss from continuing operations		(7,624,682	)		3,136,445			6,054			(4,482,183	)
Net loss		(7,624,682	)		3,136,445			6,054			(4,482,183	)
Net loss attributable to non-controlling interests from continuing operations		1,951,452			(811,370	)		-			1,140,082
Net loss attributable to the Company's stockholders	$	(5,673,230	)	$	2,325,076			6,054		$	(3,342,100	)
Net loss	$	(7,624,682	)	$	3,136,445			6,054		$	(4,482,183	)
Other comprehensive income (loss)
Foreign currency translation adjustment		48,458			(374,650	)		-			(326,192	)
Comprehensive loss		(7,576,224	)		2,761,795			6,054			(4,808,375	)
less: Total comprehensive loss attributable to noncontrolling interests		(1,984,990	)		908,779			-			(1,076,211	)
Total comprehensive loss attributable to stockholders	$	(5,591,234	)	$	1,853,016			6,054		$	(3,732,164	)
Weighted average number of common stock
Basic and diluted		55,792,713			55,792,713			55,792,713			55,792,713
Loss per share - basic and diluted
Continuing operations	$	(0.10	)	$	0.04			0.00		$	(0.06	)

Note
a	Reflect the deconsolidation of Jinkailong for the nine months ended December 31, 2021.
b	Reflect the reversal of intercompany transaction between Jinkailong and other entities in Senmiao Group for the nine months ended December 31, 2021 as a result of Jinkailong de-consolidation.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

(Expressed in U.S. dollar, except for the number of shares)

For the Year Ended March 31, 2021

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Audited)			De-consolidate Jinkailong			Reverse elimination related to Jinkailong			(Unaudited)
					a			b
Revenues	$	6,160,534		$	(4,406,947	)		662,400		$	2,415,987
Cost of revenues		(5,969,492	)		3,985,413			(227,148	)		(2,211,227	)
Gross profit		191,042			(421,534	)		435,252			204,760
Operating expenses
Selling, general and administrative expenses		(10,273,104	)		5,054,211			(398,776	)		(5,617,669	)
Recovery of (Provision for) doubtful accounts		28,358			(328,016	)		-			(299,658	)
Impairments of long-lived assets and goodwill		(130,839	)		60,359			-			(70,480	)
Total operating expenses		(10,375,585	)		4,786,553			(398,776	)		(5,987,808	)
Loss from operations		(10,184,543	)		4,365,019			36,476			(5,783,048	)
Other expense
Other income, net		87,888			61,909			526,877			676,674
Interest income (expense), net		(45,764	)		579,870			(526,877	)		7,229
Interest expense on finance leases		(733,202	)		149,317			-			(583,885	)
Change in fair value of derivative liabilities		(1,710,415	)		-			-			(1,710,415	)
Total other expense, net		(2,401,493	)		791,096			-			(1,610,397	)
Loss before income taxes		(12,586,036	)		5,156,115			36,476			(7,393,445	)
Income tax expense		(14,627	)		6,295			-			(8,332	)
Net loss from continuing operations		(12,600,663	)		5,162,410			36,476			(7,401,777	)
Net loss from discontinued operations, net of applicable income taxes		(61,976	)		-			-			(61,976	)
Net loss		(12,662,639	)		5,162,410			36,476			(7,463,753	)
Net loss attributable to non-controlling interests from continuing operations		2,302,581			(985,084	)		-			1,317,497
Net loss attributable to the Company's stockholders	$	(10,360,058	)	$	4,177,326			36,476		$	(6,146,256	)
Net loss	$	(12,662,639	)	$	5,162,410			36,476		$	(7,463,753	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(314,669	)		595,015			-			280,346
Comprehensive loss		(12,977,308	)		5,757,425			36,476			(7,183,407	)
less: Total comprehensive income (loss) attributable to noncontrolling interests		(2,286,057	)		1,139,788			-			(1,146,269	)
Total comprehensive loss attributable to stockholders	$	(10,691,251	)	$	4,617,637			36,476		$	(6,037,138	)
Weighted average number of common stock
Basic and diluted		39,430,889			39,430,889			39,430,889			39,430,889
Loss per share - basic and diluted
Continuing operations	$	(0.26	)	$	0.11			0.00		$	(0.15	)
Discontinued operations	$	(0.00	)	$	-			-		$	-

Note
a	Reflect the deconsolidation of Jinkailong for the year ended March 31, 2021.
b	Reflect the reversal of intercompany transaction between Jinkailong and other entities in Senmiao Group for the year ended March 31, 2021 as a result of Jinkailong de-consolidation.

XML

Cover	Mar. 31, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--03-31
Entity File Number	001-38426
Entity Registrant Name	SENMIAO TECHNOLOGY LIMITED
Entity Central Index Key	0001711012
Entity Tax Identification Number	35-2600898
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	16F, Shihao Square, Middle Jiannan Blvd.
Entity Address, Address Line Two	High-Tech Zone
Entity Address, City or Town	Chengdu
Entity Address, Country	CN
Entity Address, Postal Zip Code	610000
City Area Code	+86 28
Local Phone Number	61554399
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AIHS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false