Core Viewpoint - Senmiao Technology Limited has entered into a strategic cooperation agreement with Chengdu Daren Duoduo Culture Media to develop an AI-driven application called "Thinking Cell" aimed at enhancing support and services for local lifestyle merchants and ride-hailing drivers [1][2][3] Group 1: Agreement Details - The agreement was signed on February 20, 2024, between Senmiao's subsidiary Zecheng and Daren Duoduo [2] - Thinking Cell will provide customized operational support for local merchants and ride-hailing drivers, utilizing existing AI models for technological support [2] - Daren Duoduo will manage the comprehensive operation of the Thinking Cell application [2] Group 2: Application Expansion - There are plans to explore additional application scenarios for Thinking Cell, including enhancing the online ride-hailing experience and improving financial outcomes for influencers [3] - The collaboration aims to support Senmiao's SMS promotional campaigns and enable drivers to offer customized services to customers [2][3] Group 3: Company Overview - Senmiao Technology Limited is headquartered in Chengdu, Sichuan Province, and focuses on the online ride-hailing market in China, providing various automobile transaction services [4]

Core Insights - Senmiao Technology Limited reported total revenues of $1.6 million for the fiscal 2024 third quarter, a decrease from $1.7 million in the prior-year period, primarily due to reduced revenues from online ride-hailing services, partially offset by growth in the automobile rental business [1][3] - The company narrowed its loss from operations to $1.1 million from $1.3 million year-over-year, and net loss decreased to $0.9 million from $1.0 million [1][5] - The automobile rental business saw a 27.0% increase in operating lease revenues, reaching $1.0 million, attributed to improved utilization rates [3][5] Financial Performance - Total revenues for the third quarter were $1.6 million, with the automobile rental business contributing $1.0 million and the online ride-hailing platform generating $0.5 million [1][3] - Gross profit increased by 128.5% to $0.4 million, driven by higher contributions from the automobile rental segment [5] - Selling, general and administrative expenses decreased by 24.0% to $1.1 million, reflecting ongoing cost control measures [5] Operational Highlights - Since the launch of its online ride-hailing platform on October 23, 2020, Senmiao has completed over 35.4 million rides, generating total fares of $114.0 million [1] - The company operates in 26 cities across China, including major markets like Chengdu, Changsha, and Guangzhou [1] - A partnership with Anhui Lianma Technology Co., Ltd. is expected to enhance order completion rates and operational efficiency [2] Cost Management - Cost of revenues decreased by 22.9% to $1.2 million, mainly due to reduced maintenance and insurance expenses related to the automobile rental business [4][5] - The company has implemented cost-cutting initiatives that have successfully reduced SG&A expenses [2][5] Financial Position - As of December 31, 2023, cash and cash equivalents stood at $1.1 million, down from $1.6 million as of March 31, 2023 [5][8] - Total stockholders' equity decreased to $2.2 million from $4.4 million during the same period [5][11]

Financial Position - Total assets decreased from $14,238,615 to $12,135,150, representing a decline of approximately 14.8%[12] - Current liabilities increased from $5,184,823 to $5,418,047, reflecting an increase of about 4.5%[12] - Cash and cash equivalents decreased from $1,610,090 to $1,064,822, a reduction of approximately 33.9%[12] - Total stockholders' equity decreased from $4,394,214 to $2,238,876, a decline of approximately 49.1%[13] - Non-controlling interests decreased from $3,833,466 to $3,626,870, a reduction of about 5.4%[14] - Total liabilities increased from $5,741,549 to $6,035,040, representing an increase of about 5.1%[14] - Total current assets increased from $4,854,786 to $5,042,414, reflecting an increase of approximately 3.9%[12] - The total accumulated deficit as of December 31, 2023, was $40,003,077, compared to $36,323,523 as of December 31, 2022, indicating an increase of approximately 10.5%[22] - The total equity as of December 31, 2023, was $5,865,746, a decrease from $10,005,952 as of December 31, 2022, representing a decline of approximately 41.5%[22] Revenue and Profitability - Total revenues for the three months ended December 31, 2023, were $1,611,277, a decrease of 5.8% compared to $1,710,172 for the same period in 2022[15] - Gross profit for the nine months ended December 31, 2023, was $1,373,619, compared to $951,548 for the same period in 2022, reflecting a significant increase of 44.4%[15] - Net loss attributable to the Company's stockholders for the three months ended December 31, 2023, was $(933,998), compared to $(971,341) for the same period in 2022, indicating a reduction in losses[15] - Total comprehensive loss attributable to stockholders for the nine months ended December 31, 2023, was $(2,634,660), compared to $(2,940,216) for the same period in 2022, showing an improvement[15] - The company reported a loss from operations of $(1,079,707) for the three months ended December 31, 2023, compared to $(1,329,376) for the same period in 2022, indicating a decrease in operational losses[15] - The cost of revenues for the nine months ended December 31, 2023, was $(4,166,456), down from $(5,372,370) for the same period in 2022, indicating cost management efforts[15] Cash Flow and Investments - The company reported a net cash provided by operating activities of $254,749 for the nine months ended December 31, 2023, compared to $249,287 for the same period in 2022, indicating a slight increase of 2%[20] - The company had a net cash used in investing activities of $541,204 for the nine months ended December 31, 2023, compared to a net cash provided of $287,146 in the same period of 2022[20] - As of December 31, 2023, total cash, cash equivalents, and restricted cash amounted to $1,067,197, a decrease from $1,537,609 at the end of December 31, 2022[22] Segment Information - The Company operates in two segments: automobile transaction and related services, and online ride-hailing platform services, with operations in Chengdu, Changsha, and 24 other cities in China[26] Credit and Allowance for Losses - The allowance for credit losses due from Jinkailong was $2,115,735 as of December 31, 2023, with a provision for credit losses of $680,396 recorded during the nine months ended December 31, 2023[34] - The company did not record any allowance for credit losses against accounts receivable as of December 31, 2023, and March 31, 2023[65] - The company has not recorded any allowance against the balance from automobile purchasers during the three and nine months ended December 31, 2023[127] Derivative Liabilities and Fair Value - The fair value of derivative liabilities as of December 31, 2023, is $91,755, a decrease from $501,782 as of March 31, 2023[54] - The change in fair value of derivative liabilities for the nine months ended December 31, 2023, resulted in a decrease of $410,021[54] - The company reported a significant change in the fair value of derivative liabilities, with a notable decrease in values for various warrants from March 31, 2023, to December 31, 2023[54] Taxation and Valuation Allowances - The net operating loss for U.S. income taxes for the nine months ended December 31, 2023, was approximately $1.3 million, compared to $0.4 million for the same period in 2022[164] - As of December 31, 2023, the Company's net operating loss carryforward for U.S. income taxes was approximately $8.5 million[164] - The Company provided a 100% valuation allowance on deferred tax assets related to net operating loss carryforwards in the U.S. and PRC, totaling approximately $4.9 million as of December 31, 2023[168] Operational Expenses - Employee benefit contributions for the three months ended December 31, 2023, were $67,565, down from $107,638 for the same period in 2022, a decrease of about 37.2%[143] - The total interest expense for the three months ended December 31, 2023, was $7,852, compared to $6,975 for the same period in 2022, an increase of approximately 12.6%[137] Future Commitments and Liabilities - As of December 31, 2023, the Company had a working capital deficit of approximately $0.4 million and a purchase commitment of approximately $0.8 million for 100 automobiles[39] - The company expects to complete the remaining automobile purchase of 100 units by December 31, 2024, with prepayments of $650,713 made as of December 31, 2023[135] - The company is subject to a potential future payment of approximately $840,000 to Impawn due to joint and several liability guarantees for loans[204] Management Concerns - Management has expressed substantial doubt about the Company's ability to continue as a going concern if significant revenue is not generated[41]

Core Viewpoint - Senmiao Technology Limited reported a 13.6% increase in completed orders for its online ride-hailing platform in December 2023, reaching approximately 0.55 million orders, attributed to a strategic partnership with Anhui Lianma Technology [1][2]. Group 1: Operating Metrics - In December 2023, Senmiao and its affiliates completed approximately 0.55 million total orders, up from 0.48 million in November 2023 [1]. - Since the launch of its platform in October 2020, Senmiao has completed over 26.2 million rides, with approximately 9.2 million rides completed through partner platforms under a new operational model [2][3]. - The number of Active Drivers in December 2023 was 5,127, a decrease from 5,240 in November 2023 [1][2]. Group 2: Business Models - The original model allows orders from partner platforms to be completed by Senmiao's own platform, where Senmiao earns commissions based on a percentage of the order value [4]. - The new model, initiated in August 2021, enables ride-hailing requests to be completed on partner platforms using Senmiao's network of cars and drivers for a fixed monthly fee [4][5]. Group 3: Future Reporting - Starting in 2024, Senmiao will provide updates on its operating metrics on a quarterly basis as part of its financial disclosures [2].

Core Viewpoint - Senmiao Technology Limited has entered into a strategic cooperation agreement with Anhui Lianma Technology Co., Ltd to enhance its online ride-hailing platform operations in major Chinese cities, aiming to increase completed orders and operational efficiency amidst rising competition and compliance challenges [1][2][3]. Group 1: Strategic Cooperation - The agreement, signed on November 30, 2023, involves Senmiao and Lianma collaborating on ride-hailing platform operations in cities such as Chengdu, Changsha, and Guangzhou [2]. - Lianma will manage various operational aspects for Senmiao, including business development, driver and vehicle resource management, platform management, and customer service, with service fees based on completed orders [2][3]. Group 2: Operational Impact - Senmiao's Chairman and CEO, Xi Wen, expressed confidence that the partnership with Lianma will lead to an increase in monthly completed orders and improved operational efficiency, which is crucial given the competitive landscape and compliance scrutiny from Gaode [3]. - The original model allows orders from partner platforms to be fulfilled by Senmiao's platform, enabling riders to access Senmiao's services through partner platforms [3]. Group 3: Company Overview - Senmiao Technology Limited, headquartered in Chengdu, Sichuan Province, provides automobile transaction services and operates its own ride-hailing platform, targeting the growing online ride-hailing market in China [4].

[Front Matter](index=1&type=section&id=Front%20Matter) This section contains preliminary information including the report type, company details, and a cautionary note regarding forward-looking statements [Cover Page](index=1&type=section&id=Cover%20Page) This Form 10-Q Quarterly Report for Senmiao Technology Limited (AIHS) covers the period ended September 30, 2023 - The report is a **Form 10-Q Quarterly Report**[2](index=2&type=chunk) - The company is **Senmiao Technology Limited (AIHS)**[3](index=3&type=chunk) - The reporting period ended on **September 30, 2023**[2](index=2&type=chunk) - **9,568,040 shares** of common stock were outstanding as of November 10, 2023[3](index=3&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that the report contains forward-looking statements subject to significant risks and uncertainties - The report contains forward-looking statements based on management's current expectations, subject to various risks[6](index=6&type=chunk) - Key risk factors include business expansion, public health epidemics, Chinese economic growth, competition, and policy changes[6](index=6&type=chunk) - The company operates in an evolving environment with emerging risks and disclaims any obligation to update forward-looking statements[7](index=7&type=chunk)[8](index=8&type=chunk) [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited consolidated financial statements and related notes for the period ended September 30, 2023 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2023 (USD) | Mar 31, 2023 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | 5,263,710 | 4,854,786 | | **Total Assets** | 12,658,665 | 14,238,615 | | **Total Current Liabilities** | 5,596,978 | 5,184,823 | | **Total Liabilities** | 6,281,320 | 5,741,549 | | **Total Equity** | 6,142,981 | 8,227,680 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2023 (USD) | Six Months Ended Sep 30, 2023 (USD) | | :--- | :--- | :--- | | **Total Revenues** | 1,826,951 | 3,921,665 | | **Gross Profit** | 374,111 | 956,051 | | **Loss from Operations** | (1,281,945) | (2,070,367) | | **Net Loss** | (1,207,452) | (1,628,799) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended Sep 30, 2023 (USD) | Six Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | 88,129 | 512,205 | | **Net Cash (Used in) Provided by Investing Activities** | (276,658) | 414,261 | | **Net Cash (Used in) Provided by Financing Activities** | (22,926) | 32,075 | | **Net (Decrease) in Cash** | (302,976) | 780,311 | [Note 1. ORGANIZATION AND PRINCIPAL ACTIVITIES](index=8&type=section&id=Note%201.%20ORGANIZATION%20AND%20PRINCIPAL%20ACTIVITIES) Senmiao Technology Limited operates in China through two segments: automobile transaction services and online ride-hailing platform services - The company operates two primary business segments in the PRC: **automobile transaction services** and **online ride-hailing platform services (Xixingtianxia)**[25](index=25&type=chunk)[26](index=26&type=chunk) - The ride-hailing platform operates in **27 cities** across China[26](index=26&type=chunk) - On March 31, 2022, the company deconsolidated Jinkailong, which is now a **35% equity investee**[31](index=31&type=chunk)[32](index=32&type=chunk) - As of September 30, 2023, a net balance of **$4,250,553** was due from Jinkailong[33](index=33&type=chunk) [Note 2. GOING CONCERN](index=11&type=section&id=Note%202.%20GOING%20CONCERN) Management expresses substantial doubt about the company's ability to continue as a going concern due to financial losses and commitments - Management has determined substantial doubt exists about the company's ability to continue as a going concern[40](index=40&type=chunk) - Key factors include a net loss of approximately **$1.6 million** for the six-month period, an accumulated deficit of approximately **$39.1 million**, a working capital deficit of approximately **$0.3 million**, and purchase commitments for **120 automobiles** totaling approximately **$1.2 million**[39](index=39&type=chunk) - Management plans to seek equity financing, debt from PRC banks, and related party support, though success is not assured[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=Note%203.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details significant accounting policies, including foreign currency translation, fair value measurements, revenue recognition, and lease accounting - Financial statements are prepared under **U.S. GAAP**, with the U.S. dollar as reporting currency and Chinese Renminbi (RMB) as functional currency for PRC operations[42](index=42&type=chunk)[44](index=44&type=chunk) - Derivative liabilities, primarily warrants, are measured at fair value using the Black-Scholes model, decreasing from **$501,782** at March 31, 2023, to **$137,943** at September 30, 2023[51](index=51&type=chunk)[52](index=52&type=chunk) - Revenue is recognized under **ASC 606**, disaggregated into Automobile Transaction and Related Services and Online Ride-hailing Platform Services, with ride-hailing revenue recognized on a net basis[77](index=77&type=chunk)[79](index=79&type=chunk)[83](index=83&type=chunk) - The company adopted the **CECL model** for credit losses on April 1, 2023, with no material financial impact[95](index=95&type=chunk) [Note 4. DISCONTINUED OPERATIONS](index=22&type=section&id=Note%204.%20DISCONTINUED%20OPERATIONS) The company discontinued its online P2P lending services in October 2019 due to regulatory changes, with remaining liabilities of $459,186 - The company discontinued its online **P2P lending services** business on October 17, 2019, due to regulatory tightening in China[100](index=100&type=chunk) Liabilities from Discontinued Operations | Liability Class | Sep 30, 2023 (Unaudited) | Mar 31, 2023 | | :--- | :--- | :--- | | Accrued expenses and other liabilities | $459,186 | $487,829 | [Note 17. RELATED PARTY TRANSACTIONS AND BALANCES](index=31&type=section&id=Note%2017.%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) This note details transactions and balances with related parties, primarily Jinkailong, including intercompany balances and lease agreements - As of September 30, 2023, the net balance due from related parties was **$4.27 million**, primarily from Jinkailong, the company's equity investee[162](index=162&type=chunk) - An allowance for credit losses of **$680,396** was recorded against the balance due from Jinkailong for the six months ended September 30, 2023[164](index=164&type=chunk) - Operating lease agreements with related parties resulted in rental expenses of **$80,901** for the six months ended September 30, 2023[167](index=167&type=chunk)[169](index=169&type=chunk) - For the six months ended September 30, 2023, the company generated **$22,147** in revenue from leasing automobiles to Jinkailong and incurred **$392,344** in rental costs from leasing automobiles from Jinkailong[171](index=171&type=chunk) [Note 19. COMMITMENTS AND CONTINGENCIES](index=35&type=section&id=Note%2019.%20COMMITMENTS%20AND%20CONTINGENCIES) The company has significant purchase commitments for automobiles and contingent liabilities from loan guarantees and its equity investee - The company has purchase commitments for **120 automobiles** totaling approximately **$1.2 million**, expected by December 31, 2023[184](index=184&type=chunk) - The company faces credit risk from guaranteeing lease/loan payments for automobile purchasers, with no contingent liabilities for its own purchasers as of September 30, 2023[181](index=181&type=chunk)[185](index=185&type=chunk) - Jinkailong, an equity investee, has maximum contingent liabilities of approximately **$3.1 million**, with Senmiao's exposure capped at approximately **$480,000**[186](index=186&type=chunk)[187](index=187&type=chunk) [Note 20. SEGMENT INFORMATION](index=39&type=section&id=Note%2020.%20SEGMENT%20INFORMATION) The company operates in two segments: Automobile Transaction and Online Ride-hailing Platform Services, with most assets and revenue in the PRC Segment Performance for the Six Months Ended September 30, 2023 (Unaudited) | Segment | Revenues (USD) | Loss from Operations (USD) | | :--- | :--- | :--- | | Automobile Transaction and Related Services | 2,372,246 | (1,182,242) | | Online Ride-hailing Platform Services | 1,549,419 | (196,928) | | Unallocated | — | (691,197) | | **Consolidated Total** | **3,921,665** | **(2,070,367)** | - As of September 30, 2023, total assets were allocated as follows: **$10.86 million** to the automobile segment, **$0.90 million** to the ride-hailing segment, and **$0.90 million** unallocated[197](index=197&type=chunk) [Note 21. SUBSEQUENT EVENTS](index=40&type=section&id=Note%2021.%20SUBSEQUENT%20EVENTS) Subsequent events include a lawsuit settlement of $76,000 and the issuance of 1.5 million common shares for consulting services - On November 3, 2023, the company settled a lawsuit, agreeing to pay approximately **$76,000**[199](index=199&type=chunk) - In October 2023, the company agreed to issue **1,500,000 shares** of common stock for M&A, market research, and financial advisory services, issued on November 7, 2023[200](index=200&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, liquidity, and critical accounting policies for its two business segments - The company operates two core businesses: **Automobile Transaction and Related Services** and an **Online Ride-hailing Platform (Xixingtianxia)**[202](index=202&type=chunk)[203](index=203&type=chunk) - The online ride-hailing platform, Xixingtianxia, operates in **27 cities** and collaborates with major aggregation platforms[208](index=208&type=chunk) - Key operational risks include intense competition, regulatory compliance, managing vehicle defaults, and the adverse impacts of the COVID-19 pandemic[214](index=214&type=chunk)[220](index=220&type=chunk)[231](index=231&type=chunk) [Results of Operations](index=51&type=section&id=Results%20of%20Operations) This section analyzes financial performance, noting revenue decreases in ride-hailing due to competition, partially offset by automobile leasing growth Comparison of Results for the Three Months Ended September 30 | Metric | 2023 (USD) | 2022 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | **Revenues** | 1,826,951 | 2,241,202 | (414,251) | | **Gross Profit** | 374,111 | 308,818 | 65,293 | | **Loss from Operations** | (1,281,945) | (1,585,206) | 303,261 | | **Net Loss** | (1,207,452) | (1,179,804) | (27,648) | Comparison of Results for the Six Months Ended September 30 | Metric | 2023 (USD) | 2022 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | **Revenues** | 3,921,665 | 4,582,998 | (661,333) | | **Gross Profit** | 956,051 | 768,798 | 187,253 | | **Loss from Operations** | (2,070,367) | (3,025,801) | 955,434 | | **Net Loss** | (1,628,799) | (935,884) | (692,915) | - Revenue from online ride-hailing platform services decreased to **$643,813** from **$972,703** year-over-year for the three-month period, primarily due to increased competition[253](index=253&type=chunk) - Gross profit margin for the six-month period increased to **24.4%** from **16.8%** year-over-year, driven by profitability in the automobile operating leasing business[283](index=283&type=chunk) [Liquidity and Going Concern](index=62&type=section&id=Liquidity%20and%20Going%20Concern) The company faces liquidity challenges and going concern doubts due to net losses, a working capital deficit, and significant purchase commitments - Cash and cash equivalents were **$1,305,199** as of September 30, 2023, a decrease from **$1,610,090** at March 31, 2023[294](index=294&type=chunk) - Substantial doubt about going concern exists due to net losses, a working capital deficit of approximately **$0.3 million**, and purchase commitments of approximately **$1.2 million**[295](index=295&type=chunk) Cash Flow Summary for the Six Months Ended September 30 | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 88,129 | 512,205 | | Net Cash (Used in)/Provided by Investing Activities | (276,658) | 414,261 | | Net Cash (Used in)/Provided by Financing Activities | (22,926) | 32,075 | [Off-Balance Sheet Arrangements](index=64&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has off-balance sheet arrangements including purchase commitments for automobiles and contingent liabilities from loan guarantees - The company has outstanding purchase commitments for **120 automobiles** totaling approximately **$1.8 million**, expected by December 31, 2023[303](index=303&type=chunk) - The company has contingent liabilities from guaranteeing loans for automobile purchasers and is exposed to a maximum of approximately **$480,000** of liabilities from its **35% equity interest** in Jinkailong[304](index=304&type=chunk) [Critical Accounting Policies and Estimates](index=64&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies and estimates, including fair value measurements, revenue recognition, credit losses, and asset impairment - Critical accounting policies involve significant judgments and estimates[305](index=305&type=chunk) - Key areas of estimation include fair value of derivative liabilities, revenue recognition for leases, allowances for credit losses, lease accounting, and impairment of long-lived assets[308](index=308&type=chunk)[309](index=309&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk)[317](index=317&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - This section is not applicable for the company[319](index=319&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to material weaknesses in accounting staff, internal audit, and IT controls - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2023[319](index=319&type=chunk) - Identified material weaknesses include insufficient U.S. GAAP expertise, inadequate internal audit function, and deficiencies in IT general controls[319](index=319&type=chunk) - Remediation plans involve hiring qualified accounting staff, improving internal audit, and enhancing system security[320](index=320&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter[321](index=321&type=chunk) [PART II - OTHER INFORMATION](index=68&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part includes exhibits filed with the report and the official signatures [Exhibits](index=68&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - Filed exhibits include **CEO and CFO certifications** under Sarbanes-Oxley Sections 302 and 906[323](index=323&type=chunk) - Various **Inline XBRL documents** are included for financial data tagging[323](index=323&type=chunk) [Signatures](index=69&type=section&id=SIGNATURES) The report is signed by the Chief Executive Officer and Chief Financial Officer on November 14, 2023 - The report was signed on **November 14, 2023**[325](index=325&type=chunk) - Signatories are **Xi Wen (CEO)** and **Xiaoyuan Zhang (CFO)**[326](index=326&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Unaudited Q2 2023 financials show a **$0.42 million net loss**, **$13.5 million total assets**, and going concern doubts [Financial Statements Overview](index=4&type=section&id=Financial%20Statements%20Overview) Q2 2023 financials show a **$421,347 net loss**, total assets of **$13.5 million**, and a **$436,295 net cash outflow** Condensed Consolidated Balance Sheet Data (Unaudited) | Balance Sheet Items | June 30, 2023 ($) | March 31, 2023 ($) | | :--- | :--- | :--- | | **Total Current Assets** | 4,794,779 | 4,854,786 | | **Total Assets** | 13,540,348 | 14,238,615 | | **Total Current Liabilities** | 5,263,360 | 5,184,823 | | **Total Liabilities** | 5,917,954 | 5,741,549 | | **Total Equity** | 7,379,947 | 8,227,680 | Condensed Consolidated Statements of Operations (Unaudited) | Income Statement Items | Three Months Ended June 30, 2023 ($) | Three Months Ended June 30, 2022 ($) | | :--- | :--- | :--- | | **Total Revenues** | 2,094,714 | 2,341,796 | | **Gross Profit** | 581,940 | 459,980 | | **Loss from Operations** | (788,422) | (1,440,595) | | **Net Income (Loss)** | (421,347) | 243,920 | | **Net Earnings (Loss) Per Share** | (0.05) | 0.05 | Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Items | Three Months Ended June 30, 2023 ($) | Three Months Ended June 30, 2022 ($) | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | 204,866 | 514,139 | | **Net Cash Provided by (Used in) Investing Activities** | (330,066) | 24,332 | | **Net Cash Provided by (Used in) Financing Activities** | (247,322) | 171,073 | | **Net (Decrease) in Cash and Cash Equivalents** | (436,295) | 669,117 | | **Cash and Cash Equivalents, End of Period** | 1,173,795 | 1,854,338 | [Note 1. Organization and Principal Activities](index=8&type=section&id=Note%201.%20Organization%20and%20Principal%20Activities) The company operates two segments in China: automobile services for ride-hailing and its Xixingtianxia platform - The company's business is divided into two segments: **Automobile transaction and related services** focusing on the online ride-hailing industry in China, and **Online ride-hailing platform services** operating its own platform, Xixingtianxia[25](index=25&type=chunk)[26](index=26&type=chunk) - On March 31, 2022, the company deconsolidated Jinkailong, its former VIE, and now accounts for it as a **35% equity investee company** through its subsidiary Hunan Ruixi[38](index=38&type=chunk)[39](index=39&type=chunk) [Note 2. Going Concern](index=11&type=section&id=Note%202.%20Going%20Concern) Substantial doubt about going concern stems from a **$0.4M net loss**, **$38.1M accumulated deficit**, and **$1.2M purchase commitments** - Factors contributing to substantial doubt about the company's ability to continue as a going concern include a **net loss of approximately $0.4 million** for the quarter, an **accumulated deficit of approximately $38.1 million**, a **working capital deficit of approximately $0.5 million**, and **purchase commitments totaling approximately $1.2 million**[43](index=43&type=chunk) - Management is attempting to mitigate going concern risk through equity financing, debt financing, and related-party financial support, though success is not assured[44](index=44&type=chunk)[45](index=45&type=chunk) [Note 20. Segment Information](index=45&type=section&id=Note%2020.%20Segment%20Information) The company reports two segments, Automobile Services and Online Ride-hailing, both incurring operational losses in Q2 2023 Segment Performance for Three Months Ended June 30, 2023 | Segment | Revenues ($) | Loss from Operations ($) | | :--- | :--- | :--- | | Automobile Transaction and Related Services | 1,189,108 | (334,966) | | Online Ride-hailing Platform Services | 905,606 | (72,632) | | Unallocated | — | (380,824) | | **Consolidated Total** | **2,094,714** | **(788,422)** | Segment Performance for Three Months Ended June 30, 2022 | Segment | Revenues ($) | Loss from Operations ($) | | :--- | :--- | :--- | | Automobile Transaction and Related Services | 1,154,276 | (291,788) | | Online Ride-hailing Platform Services | 1,187,520 | (517,352) | | Unallocated | — | (631,455) | | **Consolidated Total** | **2,341,796** | **(1,440,595)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A reports an **11% revenue decrease** to **$2.1M**, a **$421K net loss**, and reiterates going concern doubts [Business Overview](index=47&type=section&id=Business%20Overview) Core operations include automobile services (**$1.19M revenue**) and Xixingtianxia ride-hailing platform (**$0.9M revenue**) Automobile Services Breakdown (Q1 2023 vs Q1 2022) | Service Type | Vehicles (2023) | Revenue (2023) | Vehicles (2022) | Revenue (2022) | | :--- | :--- | :--- | :--- | :--- | | Auto Operating Leasing | >1,000 | $1,056,000 | >1,100 | $853,000 | | Auto Sales | 1 | $5,000 | 13 | $70,000 | | Auto Financing | 148 | $14,000 | 136 | $11,000 | | Other Services | >530 | $114,000 | >770 | $221,000 | - For the three months ended June 30, 2023, the Xixingtianxia ride-hailing platform completed approximately **1.7 million rides** with a **gross fare of $5.3 million**, generating about **$0.9 million** in platform service fees[220](index=220&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Q2 2023 revenues decreased **11% to $2.1M**, gross profit rose to **$582K**, resulting in a **$421K net loss** Comparison of Operations (Three Months Ended June 30) | Metric | 2023 ($) | 2022 ($) | Change ($) | | :--- | :--- | :--- | :--- | | **Revenues** | 2,094,714 | 2,341,796 | (247,082) | | **Gross Profit** | 581,940 | 459,980 | 121,960 | | **Loss from Operations** | (788,422) | (1,440,595) | 652,173 | | **Change in fair value of derivative liabilities** | 304,173 | 1,628,510 | (1,324,337) | | **Net Income (Loss)** | (421,347) | 243,920 | (665,267) | - The overall gross profit margin increased to **27.8% in Q1 2023** from **19.6% in Q1 2022**, primarily due to the operating leasing business shifting from a gross loss to a **12.4% gross profit margin**[273](index=273&type=chunk) - Selling, general and administrative expenses decreased by **$676,058 (35.2%) year-over-year**, mainly due to reduced salary expenses from a lower employee headcount, decreased office expenditures, and lower advertising costs[274](index=274&type=chunk) [Liquidity and Going Concern](index=62&type=section&id=Liquidity%20and%20Going%20Concern) Liquidity is precarious with cash at **$1.17M**, and substantial doubt about going concern persists due to losses and commitments - The company's ability to continue as a going concern is in substantial doubt due to a **net loss of ~$0.4M** for the quarter, an **accumulated deficit of ~$38.1M**, a **working capital deficit of ~$0.5M**, and **purchase commitments of ~$1.2M** for 120 automobiles[285](index=285&type=chunk) Cash Flow Summary (Three Months Ended June 30) | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 204,866 | 514,139 | | Net Cash from (Used in) Investing Activities | (330,066) | 24,332 | | Net Cash from (Used in) Financing Activities | (247,322) | 171,073 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is deemed not applicable by the company for the current report - The company states this item is 'Not applicable'[314](index=314&type=chunk) [Item 4. Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2023, due to material weaknesses in U.S. GAAP expertise and IT controls - Disclosure controls and procedures were concluded to be **ineffective** as of June 30, 2023[315](index=315&type=chunk) - Identified material weaknesses include insufficient personnel with adequate U.S. GAAP accounting knowledge, lack of an adequate internal audit function, and deficiencies in IT general controls related to security, change management, and operations[315](index=315&type=chunk) [PART II – OTHER INFORMATION](index=69&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 6. Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including SOX certifications and XBRL interactive data files - The report includes required certifications from the CEO and CFO under **Sarbanes-Oxley Act Sections 302 and 906**[319](index=319&type=chunk) - Interactive data files (XBRL documents) are also filed as exhibits[319](index=319&type=chunk)

PART I [Business](index=7&type=section&id=Item%201.%20Business) Senmiao Technology, a U.S. holding company, operates in China through subsidiaries, focusing on automobile transaction services and an online ride-hailing platform, having terminated all VIE agreements - The company operates two primary business segments: Automobile Transaction and Related Services and Online Ride-hailing Platform Services[18](index=18&type=chunk) - As of March 31, 2022, Senmiao has terminated all its VIE Agreements and no longer consolidates any VIEs in its financial statements[17](index=17&type=chunk) Automobile Transaction and Related Services Key Metrics (Since Nov 2018 to Mar 2023) | Metric | Value | |:---|:---| | Automobiles Financed | 1,687 (Total Value: ~$24.4 million) | | Automobiles Sold | 1,466 (Total Value: ~$14.1 million) | | Automobiles under Operating Leases | ~2,936 | | Automobiles under Financing Leases | 144 | Online Ride-hailing Platform (Xixingtianxia) Performance (FY 2023) | Metric | Value | |:---|:---| | Completed Rides | ~6.1 million | | Gross Fare | ~$19.9 million | | Average Monthly Active Drivers | >5,100 | | Net Service Fees | ~$3.7 million (after ~$0.5M incentives) | [Automobile Transactions and Related Services](index=7&type=section&id=Automobile%20Transactions%20and%20Related%20Services) This segment offers auto operating leasing, purchase and NEV services, auto sales, auto financing, and auto management and guarantee services - This segment comprises several services: Auto Operating Leasing, Purchase and New Energy Vehicle (NEV) Services, Auto Sales, Auto Financing, and Auto Management and Guarantee Services[19](index=19&type=chunk) FY 2023 Revenue from Automobile Services (excluding Jinkailong) | Service Line | Revenue (USD) | |:---|:---| | Auto Operating Leasing | ~$3,453,000 | | Purchase and NEVs Services | $384,095 | | Auto Sales | $243,065 | | Auto Financing (Interest Income) | $41,738 | | Auto Management and Guarantee | $40,158 | [Ride-Hailing Platform Services](index=11&type=section&id=Ride-Hailing%20Platform%20Services) The company operates its "Xixingtianxia" ride-hailing platform, active in 26 cities, earning commissions from completed orders - The company operates its own ride-hailing platform, "Xixingtianxia," which launched in October 2020 and is now active in **26 cities**[30](index=30&type=chunk) - The platform collaborates with aggregation platforms like Gaode Map, earning commissions on each completed order calculated as the difference between the upfront fare and the driver's earnings[30](index=30&type=chunk) [Corporate History and Structure](index=12&type=section&id=Corporate%20History%20and%20Structure) Senmiao Technology, incorporated in Nevada in 2017, expanded through acquisitions and transitioned to a direct ownership structure by terminating VIE agreements - Senmiao Technology Limited was incorporated in Nevada in June 2017, growing through acquisitions like Hunan Ruixi in 2018 and XXTX in 2020, which became a wholly-owned subsidiary in December 2021[33](index=33&type=chunk)[35](index=35&type=chunk)[42](index=42&type=chunk) - The company terminated its VIE agreements with Sichuan Senmiao, Jinkailong, and Youlu by March 31, 2022, shifting to a direct ownership structure, with Jinkailong now a **35% equity investee**[47](index=47&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) [Recent Developments and COVID-19 Impact](index=16&type=section&id=Recent%20Developments%20and%20COVID-19%20Impact) Recent developments include a 1-for-10 reverse stock split and adverse impacts from the COVID-19 pandemic on both business segments - A **1-for-10 reverse stock split** was implemented on April 6, 2022, reducing authorized common stock from **100 million to 10 million shares**[52](index=52&type=chunk) - The COVID-19 pandemic adversely impacted business, with automobile services suffering from drivers rendering vehicles due to lower income, and the ride-hailing platform seeing order decreases of **20-35%** during local outbreaks and lockdowns[53](index=53&type=chunk)[54](index=54&type=chunk) [Regulations](index=23&type=section&id=Regulations) The company is subject to extensive PRC regulations on cybersecurity, data security, personal information protection, and ride-hailing operations, with compliance challenges - The company is subject to extensive PRC regulations covering cybersecurity, data security (including the Cybersecurity Review Measures), and personal information protection, requiring significant compliance efforts[72](index=72&type=chunk)[77](index=77&type=chunk)[82](index=82&type=chunk)[88](index=88&type=chunk) - For its ride-hailing business, the company must comply with national and local regulations requiring licenses for the platform, vehicles, and drivers, with approximately **57% of its drivers lacking required licenses** as of March 31, 2023, leading to fines[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - As of March 31, 2023, the company has not made adequate employee benefit contributions as required by PRC law, with a shortfall of **$1,086,526**, which may subject it to penalties[140](index=140&type=chunk)[391](index=391&type=chunk) - New CSRC rules effective March 31, 2023, require Chinese domestic companies to file with the CSRC for overseas securities offerings, including follow-on offerings, impacting future capital raising activities[180](index=180&type=chunk)[181](index=181&type=chunk) [Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks across its business, operations in China, and its securities, including internal control weaknesses, regulatory non-compliance, potential delisting, and evolving data security laws - The company has identified material weaknesses in its internal control over financial reporting, including insufficient personnel with U.S. GAAP knowledge, inadequate internal audit policies, and deficiencies in IT general controls[206](index=206&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk) - A significant risk is that approximately **57% of its online ride-hailing drivers had not obtained the required driver's license** as of March 31, 2023, exposing the company to fines and penalties[203](index=203&type=chunk)[231](index=231&type=chunk) - The company faces the risk of its common stock being delisted from Nasdaq for failing to meet the minimum bid price requirement, having received a non-compliance notice on June 15, 2023[214](index=214&type=chunk)[405](index=405&type=chunk) - Compliance with China's new Data Security Law, Cybersecurity Review Measures, and Personal Information Protection Law entails significant expense and could be adversely impacted by greater oversight from the Cyberspace Administration of China (CAC), particularly for companies listed on foreign exchanges[210](index=210&type=chunk)[354](index=354&type=chunk)[363](index=363&type=chunk) [Unresolved Staff Comments](index=141&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - Not Applicable[470](index=470&type=chunk) [Properties](index=141&type=section&id=Item%202.%20Properties) The company leases its principal executive offices in Chengdu, Sichuan, along with additional offices, parking lots, and an exhibition hall to support its automobile services - The principal executive office is a **965 square meter** space in Chengdu, with a lease expiring in March 2026 and monthly rent of approximately **$10,700**[470](index=470&type=chunk) - Additional leased properties include offices, parking lots, and an exhibition hall in Chengdu, Changsha, and Guangzhou to support its two business segments[471](index=471&type=chunk)[472](index=472&type=chunk) [Legal Proceedings](index=141&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal or administrative proceedings but may be subject to claims arising in the ordinary course of business - As of the report date, there are no material legal proceedings against the company[473](index=473&type=chunk) [Mine Safety Disclosures](index=141&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[473](index=473&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=142&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "AIHS", has never paid dividends, and amended its 2018 Equity Incentive Plan to reserve 1,500,000 shares - The company's common stock is traded on the Nasdaq Capital Market under the ticker symbol "**AIHS**"[476](index=476&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future, citing the need to retain funds for business operations and growth[477](index=477&type=chunk) - The 2018 Equity Incentive Plan was amended to increase the number of reserved shares to **1,500,000**, with **1,470,371 shares** remaining available for future issuance as of March 31, 2023[480](index=480&type=chunk)[482](index=482&type=chunk) [Reserved](index=143&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=143&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Total revenues increased by 65% to $8.1 million in FY2023, with a shift from gross loss to gross profit, but substantial doubt exists about the company's ability to continue as a going concern Financial Performance Summary (Continuing Operations) | Metric | FY 2023 | FY 2022 | Change | |:---|:---:|:---:|:---:| | Total Revenues | $8,082,514 | $4,913,102 | +65% | | Gross Profit (Loss) | $1,492,513 | ($2,088,195) | +$3,580,708 | | Loss from Operations | ($6,140,908) | ($11,561,988) | +47% | | Net Loss | ($3,790,693) | ($5,606,145) | +32% | - Management has determined there is substantial doubt about the company's ability to continue as a going concern due to a net loss of **$3.8 million**, an accumulated deficit of **$37.7 million**, a working capital deficit of **$0.4 million**, and purchase commitments of **$1.36 million**[572](index=572&type=chunk)[573](index=573&type=chunk) - The significant improvement in gross profit was mainly driven by the online ride-hailing platform services, which turned a gross loss of **$1.1 million** in FY2022 into a gross profit of **$1.4 million** in FY2023, largely by reducing driver incentives[548](index=548&type=chunk) - As of March 31, 2022, the company deconsolidated its former VIE, Jinkailong, resulting in a one-time net gain from deconsolidation of **$10.98 million** in discontinued operations for FY2022[561](index=561&type=chunk)[568](index=568&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=179&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company qualifies as a smaller reporting company - Not required for smaller reporting companies[608](index=608&type=chunk) [Financial Statements and Supplementary Data](index=180&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's consolidated financial statements for FY2023 and FY2022, with the auditor's report highlighting substantial doubt about the company's going concern ability - The auditor's report for the fiscal year ended March 31, 2023, contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[613](index=613&type=chunk) Consolidated Balance Sheet Highlights (As of March 31) | Metric | 2023 | 2022 | |:---|:---:|:---:| | Cash and cash equivalents | $1,610,090 | $1,185,221 | | Total Assets | $14,238,615 | $19,878,117 | | Total Liabilities | $5,741,549 | $6,488,379 | | Accumulated Deficit | ($37,715,294) | ($34,601,545) | | Total Equity | $8,227,680 | $12,568,939 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=258&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no disagreements with its accountants on accounting and financial disclosure - None[884](index=884&type=chunk) [Controls and Procedures](index=258&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2023, due to material weaknesses in internal control over financial reporting, with a remediation plan outlined - Management concluded that disclosure controls and procedures were not effective as of March 31, 2023[885](index=885&type=chunk) - Material weaknesses identified include: (1) insufficient accounting personnel with U.S. GAAP experience, (2) lack of adequate internal audit policies and procedures, and (3) deficiencies in IT general controls[886](index=886&type=chunk) - The company plans to remediate these weaknesses by hiring additional accounting staff, improving its internal audit function, and enhancing its IT environment and management[887](index=887&type=chunk) [Other Information](index=260&type=section&id=Item%209B.%20Other%20Information) The company reported no other information for this item - None[890](index=890&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=260&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[890](index=890&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=261&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for directors and executive officers, details board committee composition, and confirms compliance with Nasdaq's independence and diversity requirements - The key executive officers are Xi Wen (CEO, Chairman), Xiaoyuan Zhang (CFO), and Haitao Liu (COO)[894](index=894&type=chunk)[895](index=895&type=chunk)[896](index=896&type=chunk) - The Board has three committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors[910](index=910&type=chunk)[911](index=911&type=chunk)[914](index=914&type=chunk) - The company is in compliance with Nasdaq's board diversity requirements, with three female Asian directors and one male Asian director on its board of five[908](index=908&type=chunk)[909](index=909&type=chunk) [Executive Compensation](index=269&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive compensation for FY2023 and FY2022, including CEO Xi Wen's total compensation of $237,570 in FY2023, and outlines employment agreement terms and non-executive director retainers Executive Compensation (FY 2023) | Name and Position | Total Compensation ($) | |:---|:---:| | Xi Wen (CEO, Chairman) | 237,570 | | Xiaoyuan Zhang (CFO) | 78,842 | | Haitao Liu (COO) | 78,813 | | Chunhai Li (Former CTO) | 68,261 | - Employment agreements for executive officers include provisions for severance payments in the event of termination without cause or termination following a change of control[928](index=928&type=chunk)[929](index=929&type=chunk)[935](index=935&type=chunk) - Non-employee directors receive an annual retainer of **$20,000**, with the exception of Trent Davis, who receives **$40,000**[944](index=944&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=275&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section discloses beneficial ownership of common stock as of July 10, 2023, with Senmiao International Investment Group Limited holding 13.2% and all directors and executive officers as a group owning 1.8% Beneficial Ownership (as of July 10, 2023) | Name of Beneficial Owner | Percentage of Outstanding Shares | |:---|:---:| | Senmiao International Investment Group Limited | 13.2% | | Xi Wen (CEO) | 1.5% | | All directors and executive officers as a group | 1.8% | [Certain Relationships and Related Transactions, and Director Independence](index=277&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses related-party office lease agreements and operational transactions with its equity investee, Jinkailong, while confirming the independence of three directors under Nasdaq rules - The company has engaged in office lease agreements with related parties, including a supervisor of Sichuan Senmiao and a company where an independent director is the legal representative[953](index=953&type=chunk)[954](index=954&type=chunk) - Significant operational transactions occurred with Jinkailong (a **35% equity investee**), including the company paying Jinkailong **$95,804** in promotion fees and leasing vehicles to and from Jinkailong in FY2023[955](index=955&type=chunk)[956](index=956&type=chunk) - The board of directors has determined that Trent D. Davis, Xiaojuan Lin, and Sichun Wang are independent directors[958](index=958&type=chunk) [Principal Accountant Fees and Services](index=279&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to Marcum Asia CPAs LLP, the company's auditor, totaling $341,700 for FY2023, primarily for audit and audit-related services, all pre-approved by the audit committee - Effective September 1, 2022, Friedman LLP combined with Marcum LLP, and the company subsequently engaged Marcum Asia CPAs LLP as its independent registered public accounting firm[959](index=959&type=chunk) Accountant Fees | Fee Category | FY 2023 | FY 2022 | |:---|:---:|:---:| | Audit Fees | $321,700 | $280,000 | | Audit-Related Fees | $10,000 | $35,000 | | Tax Fees | $10,000 | $8,000 | | All Other Fees | $0 | $0 | PART IV [Exhibits, Financial Statement Schedules](index=282&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K report, including financial statements and various exhibits - This item provides an index of all financial statements, schedules, and exhibits filed with the annual report[966](index=966&type=chunk)[967](index=967&type=chunk) [Form 10-K Summary](index=282&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[967](index=967&type=chunk)

Table of Contents As filed with the Securities and Exchange Commission on May 22, 2023 Registration No. 333-271689 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Senmiao Technology Limited (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 6199 35-2600898 (I.R.S. Employer ...

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Senmiao Technology Limited As filed with the Securities and Exchange Commission on May 5, 2023 (State or other jurisdiction of incorporation or organization) Nevada 6199 35-2600898 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 16F, Shihao Square, Middle Jiannan Blvd. High-Tech Zone, Chengdu Sichuan, P ...