Senmiao Technology Ltd

Previous wording

We are a provider of automobile transaction and related services, connecting consumers, who are mostly existing and prospective ride-hailing drivers affiliated with different operators of online ride-hailing platforms in the People’s Republic of China (“PRC” or “China”). We provide automobile transaction and related services through our majority owned subsidiaries, Chengdu Jiekai Yunli Technology Co., Ltd., a PRC limited liability company and its subsidiary (“Jiekai”), and Hunan Ruixi Financial Leasing Co., Ltd., a PRC limited liability company (“Hunan Ruixi”), and our former wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd. a PRC limited liability company (“Corenel”). Substantially all of our operations are conducted in China.

Current wording

We are a provider of automobile transaction and related services, connecting consumers, who are mostly existing and prospective ride-hailing drivers affiliated with different operators of online ride-hailing platforms in the People’s Republic of China (“PRC” or “China”). We provide automobile transaction and related services in Hunan Province of China through our majority owned subsidiary, Hunan Ruixi Business Operation Management Co., Ltd., a PRC limited liability company (“Hunan Ruixi”).

Previous wording

Since November 22, 2018, the acquisition date of Hunan Ruixi, and as of September 30, 2025, we have facilitated financing for an aggregate of 312 automobiles with a total value of approximately $5.3 million, sold an aggregate of 1,516 automobiles with a total value of approximately $14.5 million and delivered 2,234 automobiles under operating leases and 197 automobiles under financing leases to customers, the vast majority of whom are online ride-hailing drivers.

Current wording

Since November 22, 2018, the acquisition date of Hunan Ruixi, and as of December 31, 2025, we have facilitated financing for an aggregate of 312 automobiles with a total value of approximately $5.3 million, sold an aggregate of 1,516 automobiles with a total value of approximately $14.5 million and delivered 2,300 automobiles under operating leases and 197 automobiles under financing leases to customers, the vast majority of whom are online ride-hailing drivers.

Previous wording

The table below provides a breakdown of the number of vehicles sold or delivered under different leasing arrangements or managed by us and corresponding revenue generated for the three and six months ended September 30, 2025 and 2024, respectively:

Current wording

The table below provides a breakdown of the number of vehicles sold or delivered under different leasing arrangements or managed by us and corresponding revenue generated for the three and nine months ended December 31, 2025 and 2024, respectively:

Previous wording

During the three months ended September 30, 2025, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately 79.8%, 2.6%, 2.0% and 15.6% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Commissions, Auto Financing, and other services income accounted for approximately 78.4%, 4.1%, 3.6%, and 13.9% for the three months ended September 30, 2024, respectively. During the six months ended September 30, 2025, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately 80.3%, 3.3%, 2.3%, and 14.1% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Commissions, Auto Financing, and other services income accounted for approximately 82.5%, 3.5%, 3.0%, and 11.0% for the six months ended September 30, 2024, respectively.

Current wording

During the three months ended December 31, 2025, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately 88.4%, 1.0%, 4.2% and 6.4% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Commissions, Auto Financing, and other services income accounted for approximately 90.8%, 0.8%, 5.2%, and 3.2% for the three months ended December 31, 2024, respectively. During the nine months ended December 31, 2025, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately 88.2%, 1.2%, 4.6% and 6.0% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Commissions, Auto Financing, and other services income accounted for approximately 88.9%, 1.1%, 4.9%, and 5.1% for the nine months ended December 31, 2024, respectively.

Previous wording

Due to the fierce competition of the online ride-hailing industry, XXTX had suffered loss in the past. Since December 2023, XXTX had engaged Anhui Lianma Technology Co., Ltd. (“Anhui Lianma”), a third-party to co-operate the online ride-hailing platform by outsourcing certain daily operation work to Anhui Lianma in most of cities it operates platform in XXTX and Anhui Lianma will jointly share the operational profits, with the specific calculation method being defined in the cooperation agreement. However, considering the changes in online ride-hailing industry and development plan of the Company, on August 8, 2024, we entered into the Acquisition Agreement with the Purchaser, and certain other parties thereto. Pursuant to the Acquisition Agreement, the Purchaser acquired all of the equity interests the XXTX at a total purchase price of zero, while taking over certain liabilities of XXTX as defined in the Acquisition Agreement. On August 20, 2024, the acquisition was completed and we ceased the online ride-hailing platform services.

Current wording

Due to the fierce competition of the online ride-hailing industry, XXTX had suffered loss in the past. Since December 2023, XXTX had engaged Anhui Lianma Technology Co., Ltd. (“Anhui Lianma”), a third-party to co-operate the online ride-hailing platform by outsourcing certain daily operation work to Anhui Lianma in most of cities it operates platform in XXTX and Anhui Lianma will jointly share the operational profits, with the specific calculation method being defined in the cooperation agreement. However, considering the changes in online ride-hailing industry and development plan of the Company, on August 8, 2024, we entered into the XXTX Acquisition Agreement with the Purchaser, and certain other parties thereto. Pursuant to the XXTX Acquisition Agreement, the Purchaser acquired all of the equity interests in XXTX at a total purchase price of zero, while taking over certain liabilities of XXTX as defined in the XXTX Acquisition Agreement. On August 20, 2024, the Acquisition was completed and we ceased the online ride-hailing platform services.

Previous wording

Our revenue growth has been largely driven by the expansion of our automobile lessee base and the corresponding revenue generated from operating and financial leasing. We acquire customers for our Automobile Transaction and Related Services through the network of third-party sales teams, referral from online ride-hailing platforms and our own efforts including online advertising and billboard advertising. We also send out fliers and participate in trade shows to advertise our services. We plan to maintain the number of our customers by marketing our companies to our existing and prospective automobile lessees in the cities we now operate in. We expect to keep promoting the growth of our automobile rental business with automobile rental solutions/incentives specifically targeted at drivers using our Partner Platforms. An effective cross-selling strategies between our automobile leasing business and our Partner Platforms is important to our expansion and revenue growth. We also plan to strengthen our marketing efforts through the collaboration with certain automobile dealers and through our own team by employing more experienced staff, sharing market resources with our equity investee company, and improving the quality and variety of our services. As of September 30, 2025, we had two employees in our own sales department.

Current wording

Our revenue growth has been largely driven by the expansion of our automobile lessee base and the corresponding revenue generated from operating and financial leasing. We acquire customers for our Automobile Transaction and Related Services through the network of third-party sales teams, referral from online ride-hailing platforms and our own efforts including online advertising and billboard advertising. We also send out fliers and participate in trade shows to advertise our services. We plan to maintain the number of our customers by marketing our companies to our existing and prospective automobile lessees in the cities we now operate in. We expect to keep promoting the growth of our automobile rental business with automobile rental solutions/incentives specifically targeted at drivers using our Partner Platforms. An effective cross-selling strategies between our automobile leasing business and our Partner Platforms is important to our expansion and revenue growth. We also plan to strengthen our marketing efforts through the collaboration with certain automobile dealers and through our own team by employing more experienced staff, sharing market resources with our equity investee company, and improving the quality and variety of our services. As of December 31, 2025, we had one employee in our own sales department.

Previous wording

Due to the fierce competition of online ride-hailing industry in those cities we operated in, we have witnessed a high turn-over rate on the short-term car rentals during the three and six months ended September 30, 2025. To meet the demand in Chengdu and Changsha, we have purchased and leased automobiles from third parties for our operating lease. The daily management and timely maintenance of leased automobiles will have a significant effect on the stability and potential growth of our income from leasing automobiles in the next twelve months. The effective management, including maintaining the high turn-over rate of our automobiles through our proprietary system and experienced auto-management team could provide in-time delivery and qualified automobiles to potential lessees, either for personal use or providing online ride-hailing services. As of September 30, 2025, for parking and management of automobiles for operating lease, we had one parking lot and three employees in Changsha, and we also share the parking lot with our equity investee company, Jinkailong in Chengdu. During the three months ended September 30, 2025 and 2024, the average utilization of the automobiles for operating lease was approximately 91.9% and 80.4%, respectively. During the six months ended September 30, 2025 and 2024, the average utilization of the automobiles for operating lease was approximately 89.9% and 85.2%, respectively.

Current wording

Due to the fierce competition of online ride-hailing industry in those cities we operated in, we have witnessed a high turn-over rate on the short-term car rentals during the three and nine months ended December 31, 2025. To meet the demand in Changsha, we have purchased automobiles for our operating lease. The daily management and timely maintenance of leased automobiles will have a significant effect on the stability and potential growth of our income from leasing automobiles in the next twelve months. The effective management, including maintaining the high turn-over rate of our automobiles through our proprietary system and experienced auto-management team could provide in-time delivery and qualified automobiles to potential lessees, either for personal use or providing online ride-hailing services. As of December 31, 2025, for parking and management of automobiles for operating lease, we had one parking lot and three employees in Changsha. During the three months ended December 31, 2025 and 2024, the average utilization of the automobiles for operating lease was approximately 85.7% and 91.4%, respectively. During the nine months ended December 31, 2025 and 2024, the average utilization of the automobiles for operating lease was approximately 92.2% and 92.3%, respectively.

Previous wording

Meanwhile, in order to strengthen our market position in certain cities, our subsidiaries, Hunan Ruixi and Jiekai, have built up cooperation relationships with Partner Platforms, such as Hunan Didi Technology Co., Ltd., Chengdu Anma Zhixing Technology Co., Ltd., Sichuan Peitu Kuaixing Technology Co., Ltd. and Nanjing Lingxing Technology Co., Ltd.(i.e.,“T3”), whereby the online ride-hailing requests and orders shall be completed on Partner Platforms utilizing the network of cars and drivers of us while Hunan Ruixi and Jiekai earned rental income from drivers and earned commissions from Partner Platforms.

Current wording

Meanwhile, in order to strengthen our market position, Hunan Ruixi has built up cooperation relationships with Partner Platforms, such as Hunan Didi Technology Co., Ltd., whereby the online ride-hailing requests and orders shall be completed on Partner Platforms utilizing the network of cars and drivers of us while Hunan Ruixi earned rental income from drivers and earned commissions from Partner Platforms.

Previous wording

For receivables from Auto Operating Leasing, we usually settle the rental income with each online ride-hailing driver monthly based on the product solutions they chose. In accordance with the development of the operating lease business, our Partner Platforms, such as Gaode, agree to temporarily “lock-up” the fares of the rides which the driver earned from the platform to ensure the timely collection of our rental receivables from them. As of September 30, 2025, we had accounts receivable of operating lease of approximately $26,000 in total. Besides, during the three and six months ended September 30, 2025, we settled our commissions with the Partner Platforms for our online ride-hailing platform services and automobile rental income on a monthly basis.

Current wording

For receivables from Auto Operating Leasing, we usually settle the rental income with each online ride-hailing driver monthly based on the product solutions they chose. In accordance with the development of the operating lease business, our Partner Platforms, such as Gaode, agree to temporarily “lock-up” the fares of the rides which the driver earned from the platform to ensure the timely collection of our rental receivables from them. As of December 31, 2025, we had accounts receivable of operating lease of approximately $1,000 in total. Besides, during the three and nine months ended December 31, 2025, we settled our commissions with the Partner Platforms for our online ride-hailing platform services and automobile rental income on a monthly basis.

Previous wording

We manage the credit risk arising from the default of automobile purchasers and lessees by performing credit checks on each automobile purchaser or lessee based on the credit reports from People’s Bank of China and third-party credit rating companies, and personal information including residence, ethnicity group, driving history and involvement in legal proceeding. Our risk department continuously monitors the payment by each purchaser and sends them payment reminders. We also keep monitoring the daily gross fare earned by the online ride-hailing drivers, who are our majority customers and run their business through our Partner Platforms during the three and six months ended September 30, 2025. We do this so that we can evaluate their financial conditions and provide them with assistance including the transfer of automobile to a new driver if they are no longer interested in providing ride-hailing services or are unable to earn enough income to make monthly lease/loan payments. We also charge default expenses from customers for their behaviors violated to the contracts.

Current wording

We manage the credit risk arising from the default of automobile purchasers and lessees by performing credit checks on each automobile purchaser or lessee based on the credit reports from People’s Bank of China and third-party credit rating companies, and personal information including residence, ethnicity group, driving history and involvement in legal proceeding. Our risk department continuously monitors the payment by each purchaser and sends them payment reminders. We also keep monitoring the daily gross fare earned by the online ride-hailing drivers, who are our majority customers and run their business through our Partner Platforms during the three and nine months ended December 31, 2025. We do this so that we can evaluate their financial conditions and provide them with assistance including the transfer of automobile to a new driver if they are no longer interested in providing ride-hailing services or are unable to earn enough income to make monthly lease/loan payments. We also charge default expenses from customers for their behaviors violated to the contracts.

Previous wording

However, the participants in the online ride-hailing industry are facing increasingly fierce competitions. According to the Ministry of Transportation (the “MOT”) of the People’s Republic of China, as of September 30, 2025, approximately 393 online ride-hailing platforms have obtained booking taxi operating licenses, representing an increase of approximately 9% as compared with the one as of September 30, 2024. And the total volume of online ride-hailing orders was approximately 758 million in September 2025 in China, representing a decrease of approximately 26% as compared with the one as of September 30, 2024. Meanwhile, approximately 3.21 million online booking taxi transportation certificates and approximately 7.48 million online booking taxi driver’s licenses were issued nationwide in China as of December 31, 2024, respectively. Since 2023, the municipal transportation bureaus in a series of cities in China have released operational dynamics and risk warnings for the online ride-hailing industry, stating that the online ride-hailing market has become saturated. They remind enterprises and practitioners who intend to engage in online ride-hailing services should have a detailed understanding of relevant regulations, conduct market research, fully consider changes in operating income due to factors such as supply and demand, market conditions, fluctuations or continuous declines, objectively evaluate the actual income level of industry practitioners, and make rational and prudent career choices.

Current wording

However, the participants in the online ride-hailing industry are facing increasingly fierce competitions. According to the Ministry of Transportation (the “MOT”) of the People’s Republic of China, as of December 31, 2025, approximately 395 online ride-hailing platforms have obtained booking taxi operating licenses, representing an increase of approximately 5% as compared with the one as of March 31, 2025. And the total volume of online ride-hailing orders was approximately 963 million in December 2025 in China, representing a decrease of approximately 28% as compared with the one as of October 31, 2024. Meanwhile, approximately 3.21 million online booking taxi transportation certificates and approximately 7.48 million online booking taxi driver’s licenses were issued nationwide in China as of December 31, 2024, respectively. Since 2023, the municipal transportation bureaus in a series of cities in China have released operational dynamics and risk warnings for the online ride-hailing industry, stating that the online ride-hailing market has become saturated. They remind enterprises and practitioners who intend to engage in online ride-hailing services should have a detailed understanding of relevant regulations, conduct market research, fully consider changes in operating income due to factors such as supply and demand, market conditions, fluctuations or continuous declines, objectively evaluate the actual income level of industry practitioners, and make rational and prudent career choices.

Previous wording

However, approximately 40% of ride-hailing drivers who leased our automobiles or used our services have not obtained the driver’s license for online ride-hailing services as of September 30, 2025 while all of the cars used for online ride-hailing services which we provided management services have the automobile certificate. Without requisite automobile certificate or driver’s license, these drivers may be suspended from providing ride-hailing services, confiscated their illegal income and subject to fines of up to 10 times of their illegal income. Meanwhile, during the three and six months ended September 30, 2025, Gaode conducted several rounds of compliance checks in Chengdu and other cities and reduced the number of orders dispatched platforms that allowed drivers to provide services without appropriate licenses or certificates. We assisted drivers to obtain the required certificate and license for our Automobile Transaction and Related Services. However, there was no guarantee that all of the drivers who run their online ride-hailing business would be able to obtain all the certificates and licenses. These Partner Platforms may not allow unqualified drivers who lease our automobiles to drive through these platforms, or reduce their commission income, so that they may not be able to earn enough income from those Partner Platforms to pay our rental fees. Our business and results of operations shall be materially and adversely affected if we could not serve qualified drivers or our served drivers are suspended from providing ride-hailing services.

Current wording

As of December 31, 2025, all ride-hailing drivers who leased our automobiles or used our services have obtained the driver’s license for online ride-hailing services, and all of the cars used for online ride-hailing services which we provided management services have the automobile certificate. Without requisite automobile certificate or driver’s license, these drivers may be suspended from providing ride-hailing services, confiscated their illegal income and subject to fines of up to 10 times of their illegal income. We assisted drivers to obtain the required certificate and license for our Automobile Transaction and Related Services. However, there was no guarantee that all of the drivers who run their online ride-hailing business would be able to obtain all the certificates and licenses. These Partner Platforms may not allow unqualified drivers who lease our automobiles to drive through these platforms, or reduce their commission income, so that they may not be able to earn enough income from those Partner Platforms to pay our rental fees. Our business and results of operations shall be materially and adversely affected if we could not serve qualified drivers or our served drivers are suspended from providing ride-hailing services.

Previous wording

We started generating revenue from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018. As we focus on our automobile rental business, we expect revenue from our automobile rental to continuously account for a majority of our revenues. We plan to provide a series of product solutions to sustain and further increase the number of our automobiles for operating leases.

Current wording

We started generating revenue from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018. As we focus on our automobile rental business, we expect revenue from our automobile rental to continuously account for a majority of our revenues. We provide a series of product solutions to sustain and further increase the number of our automobiles for operating leases.

Previous wording

Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, default revenue, financing revenues, service fees from automobile purchase services, and other services fees, which accounted for approximately 79.8%, 11.9%, 2.6%, 2.3%, 2.0%, 0.8% and 0.6%, respectively, of the total revenue during the three months ended September 30, 2025. Meanwhile, operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, financing revenues, default revenue, service fees from automobile purchase services and other services fees, which accounted for approximately 78.4%, 6.9%, 4.1%, 3.6%, 3.3%, 0.7% and 3.0%, respectively, of the total revenue during the three months ended September 30, 2024.

Current wording

Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, financing revenues, service fees from NEVs leasing, default revenue, monthly services commissions, and other services fees, which accounted for approximately 88.4%, 4.2%, 4.1%, 1.6%, 1.0% and 0.7%, respectively, of the total revenue during the three months ended December 31, 2025. Meanwhile, operating lease revenues from automobile rentals, financing revenues, default revenue, monthly services commissions, service fees from automobile purchase services and other services fees, which accounted for approximately 90.8%, 5.2%, 1.7%, 0.8%, 0.7% and 0.8%, respectively, of the total revenue during the three months ended December 31, 2024.

Previous wording

We generate revenues from leasing our own automobiles and sub-leasing automobiles leased from third-parties and related parties or rendered by online ride-hailing drivers with their authorization for a lease term of no more than twelve months. The increase in rental income of $163,097 or approximately 27.9% during the three months ended September 30, 2025 was mainly due to the increase in number of automobiles leased for operating lease. We leased over 710 automobiles with an average monthly rental income of approximately $402 per automobile, resulting in a rental income of $747,515, including rental income of $29,842 from a related party, for the three months ended September 30, 2025. We leased approximately 596 automobiles with an average monthly rental income of approximately $405 per automobile, resulting in a rental income of $584,418, including rental income of $3,622 from another related party, for the three months ended September 30, 2024.

Current wording

We generate revenues from leasing our own automobiles by online ride-hailing drivers with their authorization for a lease term of no more than twelve months. The decrease in rental income of $92,578 or approximately 22.6% during the three months ended December 31, 2025 was mainly due to the decrease in the number and average monthly rental of automobiles leased for operating lease. We leased over 322 automobiles with an average monthly rental income of approximately $319 per automobile, resulting in a rental income of $317,153 for the three months ended December 31, 2025. We leased approximately 346 automobiles with an average monthly rental income of approximately $394 per automobile, resulting in a rental income of $409,731 for the three months ended December 31, 2024.

Previous wording

We started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers in April 2019. We also charge the customers of our automobile financing facilitation services interest on their monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months. We recognized a total interest income of $18,849 from an average monthly number of 50 automobiles and $26,853 from an average monthly number of 48 automobiles during the three months ended September 30, 2025 and 2024, respectively. The decrease was due to the monthly payment we charged to customers decreased during the three months ended September 30, 2025.

Current wording

We started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers in April 2019. We also charge the customers of our automobile financing facilitation services interest on their monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months. We recognized a total interest income of $15,117 from an average monthly number of 44 automobiles and $23,668 from an average monthly number of 49 automobiles during the three months ended December 31, 2025 and 2024, respectively. The decrease was due to the number and monthly payment we charged to customers decreased during the three months ended December 31, 2025.

Previous wording

We generated revenues of $7,666 and $5,165 from the automobile purchase services during the three months ended September 30, 2025 and 2024, respectively. The increase was due to the number of automobiles purchase transactions increased to 6 during the three months ended September 30, 2025 from 3 in the same period in 2024.

Current wording

We generated revenues of $0 from the automobile purchase services during the three months ended December 31, 2025, and of $2,959 for two automobiles purchase transactions from the automobile purchase services during the three months ended December 31, 2024.

Previous wording

We had gross profit of $274,088 and $96,899, respectively, during the three months ended September 30, 2025 and 2024. The increase of $177,189 was mainly due to the increase in gross profit from Auto Operating Leasing. The following table sets forth the breakdown of gross profit (loss) by major revenue source for the three months ended September 30, 2025 and 2024:

Current wording

We had gross profit of $49,480 and $105,929, respectively, during the three months ended December 31, 2025 and 2024. The decrease of $56,449 was mainly due to the decrease in gross profit from Auto Operating Leasing. The following table sets forth the breakdown of gross profit by major revenue source for the three months ended December 31, 2025 and 2024:

Previous wording

We had a gross profit of $85,259 from our Auto Operating Leasing during the three months ended September 30, 2025, which increased by $149,822 from a gross loss of $64,563 in the three months ended September 30, 2024. The increase was attributable to the average utilization of the automobiles for operating lease increased from 80.4% in the three months ended September 30, 2024 to 91.9% in the three months ended September 30, 2025. As the gross margin of the revenues from our Auto Business increased during the three months ended September 30, 2025, our overall gross profit margin increased to approximately 29.3% from approximately 13.0% during the three months ended September 30, 2024.

Current wording

We had a gross profit of $7,949 from our Auto Operating Leasing during the three months ended December 31, 2025, which decreased by $56,264 from a gross loss of $64,213 in the three months ended December 31, 2024. The decrease was attributable to the average monthly rental of automobiles leased for operating lease decreased from 394 in the three months ended December 31, 2024 to 319 in the three months ended December 31, 2025. As the gross margin of the revenues from our operating leasing decreased during the three months ended December 31, 2025, our overall gross profit margin decreased to approximately 13.8% from approximately 23.5% during the three months ended December 31, 2024.

Previous wording

Selling, general and administrative expenses primarily consist of salary and employee benefits, office rental expense, travel expenses, and other expenses. Selling, general and administrative expenses increased from $530,651 for the three months ended September 30, 2024 to $907,255 for the three months ended September 30, 2025, representing an increase of $376,604, or approximately 71.0%. The increase mainly consisted of (1) the increase of $413,362 in professional service fees such as financial, market consulting and outsourced operating services related to automobile lease, mainly attributable to the streamlining of the workforce in Chengdu, thereby sharing venue and personnel resources with Jinkailong, which resulted in the corresponding service fee obligations; and (2) an increase of $35,802 in miscellaneous expense for the three months ended September 30, 2025; partly offset by (3) a decrease of $72,560 in salary and employee benefits as the average monthly number of our employees decreased from 60 for the three months ended September 30, 2024 to 36 for the three months ended September 30, 2025.

Current wording

Selling, general and administrative expenses primarily consist of salary and employee benefits, office rental expense, travel expenses, and other expenses. Selling, general and administrative expenses increased from $412,270 for the three months ended December 31, 2024 to $651,157 for the three months ended December 31, 2025, representing an increase of $238,887, or approximately 57.9%. The increase was mainly due to the increase of $227,060 in professional service fees such as financial, market consulting for our financing transactions during the three months ended December 31, 2025.

Previous wording

We re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and we provided provision for credit losses of $125,046 and $181,995 against receivables from Jinkailong for the three months ended September 30, 2025 and 2024, respectively.

Current wording

We re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and we provided provision for credit losses of $244,908 and $104,700 against receivables from Jinkailong for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

For the six months ended September 30, 2025, we had other income, net of $289,641, which primarily consist of the (1) a gain of approximately $240,000 from disposal of Corenel; (2) penalty income of approximately $35,000 from the customers; (3) the miscellaneous other income, net of approximately $30,000; partially offset by (4) the expense of approximately $16,000 for processing automobile violation fines.

Current wording

For the three months ended December 31, 2025, we had other income, net of $243,272, which primarily consist of the (1) a gain of $213,000 from historical debt forgiveness by service providers and the company’s former directors; (2) penalty income of approximately $17,000 from the customers; and (3) the miscellaneous other income, net of approximately $13,000.

Previous wording

For the three months ended September 30, 2025, we had other income, net of $31,356, which primarily consist of the (1) penalty income of approximately $20,000 from the customers; and (2) the miscellaneous other income, net of approximately $11,000.

Current wording

For the three months ended December 31, 2024, we had other income, net of $32,232, which primarily consist of (1) penalty income of approximately $20,000 from the customers; and (2) the miscellaneous income, net of approximately $12,000.

Previous wording

Warrants issued in our registered direct offerings that took place in February 2021 and May 2021, and the August 2020 underwritten public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the unaudited condensed consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. The change in fair value of derivative liabilities for the three months ended September 30, 2025 and 2024 was a gain of $3,127 and a loss of $7,127, respectively. The following table sets forth the breakdown of the gain (loss) in fair value of derivative liabilities for the three months ended September 30, 2025 and 2024:

Current wording

Warrants issued in our registered direct offerings that took place in February 2021 and May 2021, and the August 2020 underwritten public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the unaudited condensed consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. The change in fair value of derivative liabilities for the three months ended December 31, 2025 and 2024 was a gain of $180 and $121,314, respectively. The following table sets forth the breakdown of the gain in fair value of derivative liabilities for the three months ended December 31, 2025 and 2024:

Previous wording

Generally, our subsidiaries are subject to enterprise income tax on their taxable income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. All the subsidiaries in China suffered losses and no tax expense was recorded for the three months ended September 30, 2025 and 2024.

Current wording

Generally, our subsidiary Hunan Ruixi and Senmiao HK are subject to enterprise income tax on its taxable income in China at a rate of 25% and in Hong Kong, China at a rate of 8.25%, respectively. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. All the subsidiaries suffered losses and no tax expense was recorded for the three months ended December 31, 2025 and 2024.

Previous wording

As a result of the foregoing, net loss from continuing operations for the three months ended September 30, 2025 was $723,730, representing an increase of $484,991 from net loss of $238,739 for the three months ended September 30, 2024.

Current wording

As a result of the foregoing, net loss from continuing operations for the three months ended December 31, 2025 was $853,133, representing an increase of $595,638 from net loss of $257,495 for the three months ended December 31, 2024.

Previous wording

Results of Continuing Operations for the six months ended September 30, 2025 Compared to the six months ended September 30, 2024

Current wording

Results of Continuing Operations for the nine months ended December 31, 2025 Compared to the nine months ended December 31, 2024

Previous wording

We started generating revenue from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018. As we focus on our automobile rental business, we expect revenue from our automobile rental to continuously account for a majority of our revenues. We plan to provide a series of product solutions to sustain and further increase the number of our automobiles for operating leases.

Current wording

We started generating revenue from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018. As we focus on our automobile rental business, we expect revenue from our automobile rental to continuously account for a majority of our revenues. We provide a series of product solutions to sustain and further increase the number of our automobiles for operating leases.

Previous wording

Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, financing revenues, default revenue, service fees from automobile purchase services, and other services fees, which accounted for approximately 80.3%, 10.8%, 3.3%, 2.3%, 1.8%, 0.5% and 1.0%, respectively, of the total revenue during the six months ended September 30, 2025. Meanwhile, operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, financing revenues, default revenue, service fees from automobile purchase services and other services fees, which accounted for approximately 82.5%, 4.5%, 3.5%, 3.0%, 2.9%, 1.7% and 1.9%, respectively, of the total revenue during the six months ended September 30, 2024.

Current wording

Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, financing revenues, service fees from NEVs leasing, default revenue, monthly services commissions, service fees from automobile purchase services, and other services fees, which accounted for approximately 88.2%, 4.6%, 2.7%, 1.9%, 1.2%, 0.7% and 0.7%, respectively, of the total revenue during the nine months ended December 31, 2025. Meanwhile, operating lease revenues from automobile rentals, financing revenues, default revenue, monthly services commissions, service fees from automobile purchase services, and other services fees, which accounted for approximately 88.9%, 4.9%, 1.8%, 1.1%, 2.0% and 1.3%, respectively, of the total revenue during the nine months ended December 31, 2024.

Previous wording

We generate revenues from leasing our own automobiles and sub-leasing automobiles leased from third-parties and related parties or rendered by online ride-hailing drivers with their authorization for a lease term of no more than twelve months. The increase in rental income of $102,185 or approximately 7.6% during the six months ended September 30, 2025 was mainly due to the increase in number of automobiles leased for operating lease. We leased over 750 automobiles with an average monthly rental income of approximately $401 per automobile, resulting in a rental income of $1,442,918, including rental income of $53,899 from a related party, for the six months ended September 30, 2025. While we leased approximately 627 automobiles with an average monthly rental income of approximately $413 per automobile, resulting in a rental income of $1,340,733, including rental income of $8,865 from another related party, for the six months ended September 30, 2024.

Current wording

We generate revenues from leasing our own automobiles by online ride-hailing drivers with their authorization for a lease term of no more than twelve months. The decrease in rental income of $236,407 or approximately 18.0% during the nine months ended December 31, 2025 was mainly due to the decrease in the number and average monthly rental of automobiles leased for operating lease. We leased approximately 340 automobiles with an average monthly rental income of approximately $359 per automobile, resulting in a rental income of $1,076,175 for the nine months ended December 31, 2025. While we approximately 367 automobiles with an average monthly rental income of approximately $414 per automobile, resulting in a rental income of $1,312,582 for the nine months ended December 31, 2024.

Previous wording

We started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers in April 2019. We also charge the customers of our automobile financing facilitation services interest on their monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months. We recognized a total interest income of $41,180 from an average monthly number of 51 automobiles and $49,029 from an average monthly number of 43 automobiles during the six months ended September 30, 2025 and 2024, respectively. The decrease was due to the monthly payment we charged to customers decreased during the six months ended September 30, 2025.

Current wording

We started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers in April 2019. We also charge the customers of our automobile financing facilitation services interest on their monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months. We recognized a total interest income of $56,297 from an average monthly number of 48 automobiles and $72,697 from an average monthly number of 45 automobiles during the nine months ended December 31, 2025 and 2024, respectively. The decrease was due to the monthly payment we charged to customers decreased during the nine months ended December 31, 2025.

Previous wording

We generated revenues of $8,936 and $26,903 from the automobile purchase services during the six months ended September 30, 2025 and 2024, respectively. The decrease was due to the number of automobiles purchase transactions decreased to 7 during the six months ended September 30, 2025 from 19 in the same period in 2024.

Current wording

We generated revenues of $8,936 and $29,862 from the automobile purchase services during the nine months ended December 31, 2025 and 2024, respectively. The decrease was due to the number of automobiles purchase transactions decreased to 7 during the nine months ended December 31, 2025 from 21 in the same period in 2024.

Previous wording

We had gross profit of $471,043 and $349,869, respectively, during the six months ended September 30, 2025 and 2024. The following table sets forth the breakdown of gross profit by major revenue source for the six months ended September 30, 2025 and 2024:

Current wording

We had gross profit of $224,641 and $455,912, respectively, during the nine months ended December 31, 2025 and 2024. The following table sets forth the breakdown of gross profit by major revenue source for the nine months ended December 31, 2025 and 2024:

Previous wording

Selling, general and administrative expenses primarily consist of salary and employee benefits, office rental expense, travel expenses, and other expenses. Selling, general and administrative expenses increased from $1,384,149 for the six months ended September 30, 2024 to $1,715,500 for the six months ended September 30, 2025, representing an increase of $331,351, or approximately 23.9%. The decrease mainly consisted of (1) the increase of $553,279 in professional service fees such as financial, market consulting and outsourced operating services related to automobile lease, mainly attributable to the streamlining of the workforce in Chengdu, thereby sharing venue and personnel resources with Jinkailong, which resulted the corresponding service fee obligations; partly offset by (2) a decrease of $177,153 in salary and employee benefits as the average monthly number of our employees decreased from 62 for the six months ended September 30, 2024 to 37 for the six months ended September 30, 2025; and (3) a decrease of $44,775 in other miscellaneous expenses for the six months ended September 30, 2025.

Current wording

For the nine months ended December 31, 2025, selling, general and administrative expenses primarily consist of salary and employee benefits, office rental expense, travel expenses, and other expenses. Selling, general and administrative expenses increased from $1,420,370 for the nine months ended December 31, 2024 to $1,703,676 for the nine months ended December 31, 2025, representing an increase of $283,306, or approximately 19.9%. The increase was mainly due to (1) the increase of $347,273 in professional service fees such as financial, market consulting during the nine months ended December 31, 2025; and partly offset by (2) a decrease of $28,088 in salary and employee benefits as the average monthly number of our employees decreased from 26 for the nine months ended December 31, 2024 to 23 for the nine months ended December 31, 2025; and (3) a decrease of $30,907 in entertainment and travel expenses.

Previous wording

We re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and we provided provision for credit losses of $125,046 and $355,436 against receivables from Jinkailong for the six months ended September 30, 2025 and 2024, respectively.

Current wording

We re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and we provided provision for credit losses of $427,764 and $199,365 against receivables from Jinkailong for the nine months ended December 31, 2025 and 2024, respectively.

Previous wording

For the six months ended September 30, 2024, we had other income, net of $439,864, which primarily consist of the (1) a gain of $397,775 from deconsolidation of XXTX; (2) penalty income of approximately $60,000 from the customers; (3) income of approximately $6,000 from the disposal of our own vehicles used for operating leases; partially offset by (4) the expense of approximately $20,000 from the termination of our right-of-use assets for an exhibition hall we leased in Changsha, and (5) the miscellaneous expense of approximately $4,000.

Current wording

For the nine months ended December 31, 2024, we had other income, net of $65,737, which primarily consist of (1) the penalty income of approximately $80,000 from the customers; partially offset by (2) the expense of approximately $20,000 from the termination of our right-of-use assets for an exhibition hall we leased in Changsha, and (5) the miscellaneous income, net of approximately $6,000.

Previous wording

Warrants issued in our registered direct offerings that took place in February 2021 and May 2021, and the August 2020 underwritten public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the unaudited condensed consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. The change in fair value of derivative liabilities for the six months ended September 30, 2025 and 2024 was a gain of $80,309 and a loss of $15,414, respectively. The following table sets forth the breakdown of the gain (loss) in fair value of derivative liabilities for the six months ended September 30, 2025 and 2024:

Current wording

Warrants issued in our registered direct offerings that took place in February 2021 and May 2021, and the August 2020 underwritten public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the unaudited condensed consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. The change in fair value of derivative liabilities for the nine months ended December 31, 2025 and 2024 was a gain of $80,489 and $105,900, respectively. The following table sets forth the breakdown of the gain in fair value of derivative liabilities for the nine months ended December 31, 2025 and 2024:

Previous wording

Generally, our subsidiaries are subject to enterprise income tax on their taxable income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. All the subsidiaries in China suffered losses and no tax expense was recorded for the six months ended September 30, 2025 and 2024.

Current wording

Generally, our subsidiary Hunan Ruixi and Senmiao HK are subject to enterprise income tax on its taxable income in China at a rate of 25% and in Hong Kong, China at a rate of 8.25%, respectively. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. All the subsidiaries suffered losses and no tax expense was recorded for the nine months ended December 31, 2025 and 2024.

Previous wording

As a result of the foregoing, net loss from continuing operations for the six months ended September 30, 2025 was $1,000,168, representing an increase of $25,544 from net loss of $974,624 for the six months ended September 30, 2024.

Current wording

As a result of the foregoing, net loss from continuing operations for the nine months ended December 31, 2025 was $1,771,242, representing an increase of $779,056 from net loss of $992,186 for the nine months ended December 31, 2024.

Previous wording

Results of Discontinued Operations for the three and six months ended September 30, 2025 Compared to the three and six months ended September 30, 2024

Current wording

Results of Discontinued Operations for the three months ended December 31, 2025 Compared to the three months ended December 31, 2024