Senmiao Technology Ltd
For the period ended Apr 19, 2024. Filed Mar 7, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 19, 2024 · Filed Mar 7, 2024
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DEF 14A 1 ea0201278-def14a_senmiao.htm DEFINITIVE PROXY STATEMENT
United States
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| Senmiao Technology Limited | |
| (Name of Registrant as Specified in its Charter) | |
| N/A | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Chengdu, Sichuan, People’s Republic of China 610000
March 7, 2024
Dear Stockholders:
On behalf of the Board of Directors of Senmiao Technology Limited (the “Company”), I cordially invite you to the 2023 Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at 7:00 a.m., Eastern Time, on Friday, April 19, 2024 at the Company’s offices at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000.
Details about the Meeting, nominees for election to the Board of Directors and other matters to be acted on at the Meeting are presented in the proxy statement that follow. We are furnishing the notice of internet availability card, the proxy card, this proxy statement and the annual report on Form 10-K for the fiscal year ended March 31, 2023 (collectively, the “Proxy Materials”) on the Internet.
Your vote is important - please date, sign and return your proxy card in the enclosed envelope or vote online or by telephone as soon as possible to ensure that your shares will be represented and voted at the Meeting even if you cannot attend. If you attend the Meeting, you may vote your shares in person even though you have previously signed and returned your proxy.
If you have any questions regarding this material, please do not hesitate to call us at +86 28 88678707.
Sincerely yours,
/s/ Xi Wen
Xi Wen
Chairman and Chief Executive Officer,
President and Secretary
Chengdu, Sichuan, People’s Republic of China 610000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, April 19, 2024
The 2023 Annual Meeting of Stockholders (the “Meeting”) of Senmiao Technology Limited (the “Company”) will be held at 7:00 a.m., Eastern Time, on Friday, April 19, 2024, at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000, for the following purposes:
| 1. | To elect five directors to serve until the 2024 annual meeting of stockholders, or until their successors are elected and qualified or until their earlier deaths, resignations or removals; |
| 2. | To ratify the appointment of Marcum Asia CPAs LLP as the Company’s registered public accounting firm for the fiscal year ending March 31, 2024; |
| 3. | 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 1,800,000 shares; and |
| 4. | To transact such other business as may properly come before the Meeting or any adjournment thereof. |
The Board of Directors has fixed the close of business on February 23, 2024 as the record date for the Meeting and only holders of shares of common stock of record at that time will be entitled to notice of and to vote at the Meeting or any adjournment or adjournments thereof. Stockholders are cordially invited to attend the Meeting in person.
We are furnishing Proxy Materials to our stockholders on the Internet.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON April 19, 2024: The Company’s Proxy Statement for the Meeting and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023 are available at https://materials.proxyvote.com/817225.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Xi Wen
Xi Wen
Chairman and Chief Executive Officer,
President and Secretary
March 7, 2024
TABLE OF CONTENTS
| Page Number | |
|---|---|
| Questions and Answers about the Proxy Materials and the Meeting | 1 |
| Proxy Statement Introduction | 6 |
| 2023 Annual Meeting of Stockholders | 6 |
| Record Date; Mailing Date | 6 |
| Proposals to be Submitted at the Meeting | 6 |
| Principal Offices | 6 |
| Information Concerning Solicitation and Voting | 6 |
| Expenses | 7 |
| Revocability of Proxies | 7 |
| Proposal 1 Election of Directors | 8 |
| Nominees for Director | 8 |
| Directors and Executive Officers | 10 |
| Certain Legal Proceedings | 11 |
| Director Independence | 11 |
| Meetings of the Board, Committees and Stockholders | 11 |
| Board Committees | 12 |
| Board Leadership Structure and Role in Risk Oversight | 14 |
| Delinquent Section 16(a) Reports | 15 |
| Code of Ethics | 15 |
| Audit Committee Report | 15 |
| Beneficial Ownership of Principal Stockholders, Officers and Directors | 16 |
| Executive Compensation | 17 |
| Employment Agreements and Potential Payments Upon Termination | 17 |
| Director Compensation | 20 |
| Certain Relationships and Related Transactions | 20 |
| Vote Required for Approval | 20 |
| Proposal 2 Ratification of the Appointment of Marcum Asia CPAs LLP as the Company’s Registered Public Accounting Firm for Fiscal Year Ending March 31, 2024 | 21 |
| Overview | 21 |
| Vote Required for Approval | 21 |
| Proposal 3 Amendment No.2 to Company’s 2018 Equity Incentive Plan to Increase Share Reserved under the Plan | 22 |
| Highlights of the Equity Incentive Plan | 22 |
| Vote Required for Approval | 26 |
| Other Information | 27 |
| Other Business | 27 |
| Deadline for Submission of Stockholder Proposals | 27 |
| Stockholder Communications | 27 |
| Householding of Proxy Materials | 27 |
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Chengdu, Sichuan, China 610000
+86 28 88678707
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 19, 2024
The printed version of these proxy materials are being made available to you by mail in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Senmiao Technology Limited (the “Company,” “we,” “us” or “our” or similar terminology), a Nevada corporation, for our 2023 Annual Meeting of Stockholders (the “Meeting”) to be held at 7:00 a.m. Eastern Time, on Friday, April 19, 2024, at our offices located at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.