Senmiao Technology Ltd
For the period ended Jun 11, 2026. Filed May 15, 2026.
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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.
Jun 11, 2026 · Filed May 15, 2026
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DEF 14A 1 ea0290176-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
May 14, 2026
Dear Stockholders:
On behalf of the Board of Directors of Senmiao Technology Limited (the “Company”), I cordially invite you to the 2025 Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at 9:00 a.m., Eastern Time, on June 11, 2026, 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 follows. 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, 2025 (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/ Ronggang (Jonathan) Zhang
Ronggang (Jonathan) Zhang
Chairman and Chief Executive Officer
Chengdu, Sichuan, People’s Republic of China 610000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026
The 2025 Annual Meeting of Stockholders (the “Meeting”) of Senmiao Technology Limited (the “Company”) will be held at 9:00 a.m., Eastern Time, on June 11, 2026, 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 2026 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, 2026; |
| 3. | To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock underlying the warrants issued pursuant to the Securities Purchase Agreement dated November 14, 2025 (“Warrant Share Issuance Proposal”); |
| 4. | To authorize (but not require) the Board of Directors to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock at any time prior to the Company’s next annual meeting of stockholders, with an aggregate ratio of up to one-for-one hundred (1:100), with the exact timing and ratio to be determined by the Board of Directors in its sole discretion (“Reverse Stock Split Proposal”); |
| 5. | To approve an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 50,000,000 to 500,000,000 (“Authorized Share Increase Proposal”); and |
| 6. | To approve the issuance of shares of Common Stock and warrants to purchase shares of Common Stock (the “PIPE Warrants”) in connection with the Company’s private placement of up to $11,000,000 pursuant to the Securities Purchase Agreement dated April 23, 2026 (the “PIPE Transaction”), as further described in Proposal 6 of this Proxy Statement (“PIPE Proposal”) |
In addition, we may 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 May 11, 2026 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 JUNE 11, 2026: The Company’s Proxy Statement for the Meeting and the Annual Report on Form 10-K for the fiscal year ended March 31, 2025 are available at https://www.iproxydirect.com/aihs.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Ronggang (Jonathan) Zhang
Ronggang (Jonathan) Zhang
Chairman and Chief Executive Officer,
May 14, 2026
TABLE OF CONTENTS
| Page Number | |
|---|---|
| Questions and Answers about the Proxy Materials and the Meeting | 1 |
| Proxy Statement Introduction | |
| 2025 Annual Meeting of Stockholders | 5 |
| Record Date; Mailing Date | 5 |
| Proposals to be Submitted at the Meeting | 5 |
| Principal Offices | 6 |
| Information Concerning Solicitation and Voting | 6 |
| Expenses | 6 |
| Revocability of Proxies | 6 |
| Proposal 1 — Election of Directors | 7 |
| Nominees for Directors | 7 |
| Directors and Executive Officers | 8 |
| Certain Legal Proceedings | 9 |
| Director Independence | 9 |
| Meetings of the Board, Committees and Stockholders | 9 |
| Board Committees | 10 |
| Board Leadership Structure and Role in Risk Oversight | 12 |
| Delinquent Section 16(a) Reports | 12 |
| Code of Ethics | 12 |
| Audit Committee Report | 12 |
| Beneficial Ownership of Principal Stockholders, Officers and Directors | 13 |
| Executive Compensation | 14 |
| Employment Agreements and Potential Payments Upon Termination | 14 |
| Director Compensation | 16 |
| Certain Relationships and Related Transactions | 16 |
| Vote Required for Approval | 16 |
| 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, 2026 | 17 |
| Overview | 17 |
| Vote Required for Approval | 17 |
| Other Information | 23 |
| Other Business | 23 |
| Deadline for Submission of Stockholder Proposals | 23 |
| Stockholder Communications | 23 |
| Householding of Proxy Materials | 23 |
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Chengdu, Sichuan, China 610000
+86 28 88678707
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026
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 2025 Annual Meeting of Stockholders (the “Meeting”) to be held at 9:00 a.m. Eastern Time, on June 11, 2026, 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.