1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Senmiao Technology Limited (the “Company”) is a U.S. holding company incorporated in the State of Nevada on June 8, 2017. The Company operates its business in one segment: automobile transaction and related services focusing on the online ride-hailing industry in the People’s Republic of China (“PRC” or “China”) through the Company’s affiliated entities, Hunan Ruixi Business Operation Management Co., Ltd., a PRC limited liability company, a subsidiary which is formerly known as Hunan Ruixi Financial Leasing Co., Ltd. (“Hunan Ruixi”), and Sichuan Jinkailong Automobile Leasing Co., Ltd. (“Jinkailong”), a PRC limited liability company, an equity investee in which the Company holds 35% of the equity interests.
Hunan Ruixi holds a business license for automobile sales and has been engaged in automobile sales since January 2019. Hunan Ruixi also held a business license for automobile finance lease and was engaged in automobile finance lease services from March 2019 through July 31, 2025, the date of cessation. The Company also has been engaged in operating leasing services since March 2019. Jinkailong previously focused on providing automobile sales and financing transactions primarily to ride-hailing drivers and now mainly provides them operating lease and relevant after-transaction services.
In December 2025, the Company entered into a certain Acquisition Agreement (the “Sichuan Acquisition Agreement”) with Hu Mao Sheng Tang Holdings Limited., a non-affiliated Hong Kong company (“HMST”). Pursuant to the Sichuan Acquisition Agreement, the Company sold 100% of the equity interests in its former wholly owned subsidiaries, Sichuan Senmiao Yicheng Assets Management Co., Ltd. (“Yicheng”), Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“Senmiao Consulting”) and its subsidiaries (together referred to as the “Disposed Entities”), to HMST for nil consideration, while the Company undertook certain liabilities of $518,388 which were previously assumed by the Disposed Entities (the “Disposition”). On December 31, 2025, the Disposition was completed and the Company disposed of its 100% equity interest in Yicheng and Senmiao Consulting (refer to Note 4). After the Disposition, the Company discontinued its own automobile transaction and related services in Sichuan Province in China.
The following diagram illustrates the Company’s corporate structure as of the filing date of these unaudited condensed consolidated financial statements:
Former Voting Agreements with Jinkailong’s Other Shareholders
Hunan Ruixi entered into two voting agreements signed in August 2018 and February 2020, respectively, as amended (the “Voting Agreements”), with Jinkailong and other Jinkailong’s shareholders holding an aggregate of 65% equity interests. Pursuant to the Voting Agreements, all other Jinkailong’s shareholders will vote in concert with Hunan Ruixi on all fundamental corporate transactions in the event of a disagreement for periods of 20 years and 18 years, respectively, ending on August 25, 2038.
On March 31, 2022, Hunan Ruixi entered into an Agreement for the Termination of the Agreement for Concerted Action by Shareholders of Jinkailong (the “Termination Agreement”), pursuant to which the Voting Agreements mentioned above was terminated as of the date of the Termination Agreement. The termination will not impair the past and future legitimate rights and interests of all parties in Jinkailong. Starting from April 1, 2022, the parties 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, the Company no longer has a controlling financial interest in Jinkailong and has determined that Jinkailong was deconsolidated from the Company’s consolidated financial statements effective as of March 31, 2022. However, as Hunan Ruixi still holds 35% equity interests in Jinkailong, Jinkailong is the equity investee company of the Company since then.
As of June 30, 2026 and March 31, 2026, the continuing operations of the Company has outstanding balance due from Jinkailong amounted to $0 and $0, respectively, net of allowance for credit losses (refer to Note 13).
As of June 30, 2026 and March 31, 2026, allowance for credit losses due from Jinkailong amounted to $2,517,552 and $2,517,552, respectively. During the three months ended June 30, 2026 and 2025, the continuing operations of the Company recognized provision for credit losses against the balance due from Jinkailong in either period.