UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Senmiao Technology Limited |
(Name of Issuer) |
Common Stock, Par Value $0.0001 |
(Title of Class of Securities) |
817225105 |
(CUSIP Number) |
December 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. | 817225105 |
1 | Names of Reporting Persons |
Chan Wang | |
2 | Check the appropriate box if a member of a Group (See Instructions) |
(a) ¨ (b) ¨ | |
3 | Sec Use Only |
4 | Citizenship or Place of Organization |
People’s Republic of China |
Number of |
5 | Sole Voting Power |
0 | ||
6 | Shared Voting Power | |
1,912,5001 | ||
7 | Sole Dispositive Power | |
0 | ||
8 | Shared Dispositive Power | |
1,912,5001 |
9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
1,912,500 | |
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨ | |
11 | Percent of class represented by amount in row (9) |
7.4%2 | |
12 | Type of Reporting Person (See Instructions) |
IN |
1 Consists entirely of shares of the Issuer’s common stock held by HSM Investment Group Limited. Chan Wang exercises voting and dispositive power over the shares of common stock of the Issuer held by HSM Investment Group Limited.
2 The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.
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SCHEDULE 13G
CUSIP No. | 817225105 |
1 | Names of Reporting Persons |
HSM Investment Group Limited | |
2 | Check the appropriate box if a member of a Group (See Instructions) |
(a) ¨ (b) ¨ | |
3 | Sec Use Only |
4 | Citizenship or Place of Organization |
British Virgin Islands |
Number of |
5 | Sole Voting Power |
0 | ||
6 | Shared Voting Power | |
1,912,500 | ||
7 | Sole Dispositive Power | |
0 | ||
8 | Shared Dispositive Power | |
1,912,500 |
9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
1,912,500 | |
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨ | |
11 | Percent of class represented by amount in row (9) |
7.4%3 | |
12 | Type of Reporting Person (See Instructions) |
CO |
3 The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.
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Item 1. |
(a) | Name of Issuer: |
Senmiao Technology Limited (the “Issuer”)
(b) | Address of Issuer’s Principal Executive Offices: |
16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, China 610000
Item 2. |
(a) | Name of Person Filing: |
This Schedule 13G is filed jointly by:
(1) Chan Wang
(2) HSM Investment Group Limited (“HSM”)
(b) | Address of Principal Business Office or, if None, Residence: |
(1) The principal business address of Chan Wang is Unit 1101, Building 1, Meizhougushi, No.189 Wanjiali Middle Road, Yuhua District, Changsha, Hunan Province, China 410000.
(2) The principal business address of HSM is Unit 1101, Building 1, Meizhougushi, No.189 Wanjiali Middle Road, Yuhua District, Changsha, Hunan Province, China 410000.
(c) | Citizenship: |
(1) Chan Wang is a citizen of the People’s Republic of China.
(2) HSM is a British Virgin Islands company.
(d) | Title and Class of Securities: |
Common Stock, Par Value $0.0001
(e) | CUSIP No.: |
817225105
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
(e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
Page 4 of 7 |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |
(j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |
(k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. | Ownership |
(1) Chan Wang
(a) | Amount Beneficially Owned: 1,912,500 shares of common stock of the Issuer. |
(b) | Percent of Class: 7.4%4 |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0. |
(ii) | Shared power to vote or to direct the vote: 1,912,500 shares of common stock of the Issuer. |
(iii) | Sole power to dispose or to direct the disposition of: 0. |
(iv) | Shared power to dispose or to direct the disposition of: 1,912,500 shares of common stock of the Issuer. |
(2) HSM
(a) | Amount Beneficially Owned: 1,912,500 shares of common stock of the Issuer. |
(b) | Percent of Class: 7.4%5 |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0. |
(ii) | Shared power to vote or to direct the vote: 1,912,500 shares of common stock of the Issuer. |
(iii) | Sole power to dispose or to direct the disposition of: 0. |
(iv) | Shared power to dispose or to direct the disposition of: 1,912,500 shares of common stock of the Issuer. |
4 The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.
5 The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.
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Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
Not applicable.
Item 8. | Identification and classification of members of the group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certifications. |
Not applicable.
Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019 | |
CHAN WANG | |
/s/ Chan Wang | |
HSM INVESTMENT GROUP LIMITED | |
/s/ Chan Wang | |
Chan Wang, Director and Secretary |
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Senmiao Technology Limited, a Nevada corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Dated: February 14, 2019 | |
CHAN WANG | |
/s/ Chan Wang | |
HSM INVESTMENT GROUP LIMITED | |
/s/ Chan Wang | |
Chan Wang, Director and Secretary |