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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 30, 2023

 

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 ¨

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chunhai Li

 

Effective March 31, 2023, Mr. Chunhai Li, Chief Technology Officer (“CTO”), of Senmiao Technology Limited (the “Company”), resigned from his position as the CTO of the Company, due to personal reason.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On March 30, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”) for its fiscal year ended March 31, 2022. Holders of 4,398,654 shares of the Company's common stock were present in person or by proxy at the Annual Meeting, representing 57.2% of the total outstanding shares of common stock and therefore constituting a quorum of more than a majority of the shares outstanding and entitled to vote at the Annual Meeting as of March 7, 2023, the record date.

 

The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows. Broker non-votes were not counted as votes cast, other than proposal 2 below.

 

1.            A proposal to elect five directors to the Company’s board of directors to hold office until the next annual meeting and until their successors are duly elected and qualified:

 

Director’s Name  Votes For   Votes Withheld 
Xi Wen   4,358,394    40,260 
Xiaojuan Lin   4,154,035    244,619 
Trent D. Davis   4,154,452    244,202 
Sichun Wang   4,154,041    244,613 
Jie Gao   4,156,955    241,699 

 

2.             A proposal to ratify the appointment of Marcum Asia CPAs LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023:

 

For

 

Against

 

Abstain/Withhold

4,359,211   32,928   6,515

 

3.             A proposal to approve an amendment to the Company’s 2018 equity incentive plan, to increase the number of shares of common stock reserved under the Plan to 1,500,000 shares

 

For

 

Against

 

Abstain

4,209,223   188,679   752

        

 Pursuant to the foregoing votes, (i) Xi Wen, Xiaojuan Lin, Trent D. Davis, Sichun Wang and Jie Gao were elected to serve as the Company’s board of directors to hold office until the next annual meeting and until their successors are duly elected and qualified; (ii) Marcum Asia CPAs LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023; and (iii) the amendment to the Company’s 2018 equity incentive plan, to increase the number of shares of common stock reserved under the Plan to 1,500,000 shares.

 

   

 

 

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 5, 2023 By: /s/ Xiaoyuan Zhang
  Name:  Xiaoyuan Zhang
  Title: Chief Financial Officer