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Senmiao Technology Ltd

For the period ended Mar 31, 2026. Filed Jun 30, 2026.

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FY2026 · Filed Jun 30, 2026

VAI$2.22+1.6%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the executive officers of our company during the years ended March 31, 2026 and 2025. For purposes of this document, these individuals are collectively referred to as the “named executive officers” of the Company.

Nonqualified
Non-equity · deferred
Stock · Option · incentive plan · compensation · All other
Salary · Bonus · awards · awards · compensation · earnings · compensation · Total
Name and principal positionYear($)($)($)($)($)($)($)($)
Ronggang (Jonathan) Zhang202617,500——————17,500
Chief Executive Officer, Board Chair2025————————
Yafeng Li202612,500——————12,500
Chief Financial Officer2025————————
Haitao Liu202638,018——————38,018
Chief Operating Officer202556,123——————56,123
Xi Wen (1)202610,739——————10,739
Former Chief Executive Officer, Chairman, President and Secretary202583,145——————83,145
Xiaoyuan Zhang (2)202622,312——————22,312
Former Chief Financial Officer and Treasurer202556,151——————56,151
(1)Effective November 21, 2025, Wen Xi resigned from the board of directors of the Company as the Chief Executive Officer and Chairman of the Board of the Company.
(2)Effective December 31, 2025, Xiaoyuan Zhang resigned from the Chief Financial Officer of the Company.

Employment Agreements and Potential Payments Upon Termination

Ronggang (Jonathan) Zhang, Chief Executive Officer, Board Chair

Effective November 21, 2025, during the fiscal year ended March 31, 2026, the Company appointed Mr. Ronggang (Jonathan) Zhang as Chief Executive Officer and Chairman, succeeding the former Chief Executive Officer. The Company entered into an executive employment agreement with Mr. Zhang as of November 21, 2025. The agreement stipulates his annual base salary, his eligibility for discretionary annual cash bonuses and equity awards, all of which are subject to annual review and approval by the Compensation Committee and the Board of Directors, as well as standard employee benefits. Under the terms of the employment agreement, if Mr. Zhang’s employment is involuntarily terminated without cause, or he resigns for good reason, he shall be entitled to severance benefits including severance pay equivalent to three months of his base salary, a pro-rated portion of his annual target bonus, twelve months of company-provided medical insurance coverage, and immediate full vesting of all unvested equity awards. No severance benefits will be provided if his employment is terminated for cause, due to his death or permanent disability. There were no material amendments to the employment agreement throughout the fiscal year ended March 31, 2026.

Mr. Yafeng Li, Chief Financial Officer

Effective January 2, 2026, during the fiscal year ended March 31, 2026, Ms. Yafeng Li began serving as the Chief Financial Officer of the Company. The Company entered into an employment agreement with Ms. Li dated January 2, 2026. The agreement sets forth an annual base salary, entitles her to discretionary annual bonuses and equity incentives as approved by the Board of Directors, and covers standard employee benefits. Pursuant to the termination terms of the agreement, if Ms. Li’s employment is involuntarily terminated without cause, she will receive severance equivalent to one month of base salary, a pro-rated portion of the annual target bonus, twelve months of employer-sponsored health insurance, and immediate full vesting of all unvested equity awards. No severance benefits are payable upon termination for cause, death or disability. No material amendments were made to this employment agreement during the fiscal year ended March 31, 2026.

Haitao Liu, Chief Operating Officer

Mr. Liu serves as the Chief Executive Officer of Sichuan Senmiao pursuant to his employment agreement with Sichuan Senmiao, dated August 1, 2018. The term of his employment was for one year, subject to a one-month probation period. He is entitled to a monthly salary of RMB45,000 (approximately US$6,551) except that he will receive RMB36,000 (approximately US$5,241) for his probation period. The employment may be terminated (i) by mutual consent, (ii) immediately for cause by Sichuan Senmiao, (iii) for incapacity after non-work related illness or injury by Sichuan Senmiao with a 30-day prior written notice or a one-month salary as severance payment, (iii) by a 30-day prior written notice from Mr. Liu and a three-day prior notice during the probation period, or (iv) immediately for cause by Mr. Liu. In connection with the employment agreement, Mr. Liu and Sichuan Senmiao entered into a confidentiality agreement, pursuant to which Mr. Liu agreed not to release or disclose Sichuan Senmiao’s confidential information.

Despite the expiration of his employment agreement, Mr. Liu has agreed to continue to serve as the Chief Executive Officer of Sichuan Senmiao as well as assist to oversee our Automobile Transaction and Related Services after the discontinuation of our P2P business under the same terms of his employment agreement.

On September 10, 2020, Mr. Haitao Liu tendered his voluntary resignation as Chief Executive Officer of Sichuan Senmiao. On the same date, the Board appointed Mr. Haitao Liu to serve as the Company’s Chief Operating Officer. Effective September 11, 2020, the Company and Mr. Liu entered into an employment agreement (the “Liu Agreement”). Under the Liu Agreement, Mr. Liu is entitled to an annual salary of RMB540,000 (approximately US$77,000) for his service as Chief Operating Officer of the Company. He is also entitled to participate in the Company’s equity incentive plans and other Company benefits, each as determined by the Board from time to time. His employment has an initial term of one year and is subject to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.

During the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation of Mr. Liu, pursuant to which, Mr. Liu was entitled to an annual salary of RMB270,000 (approximately $38,000) for his service as the Chief Operating Officer of the Company since September 1, 2024. There was no modification to Mr. Liu’s compensation during the fiscal year ended March 31, 2026.

Xi Wen, Former Chief Executive Officer, Chairman of the Board, President and Secretary

On May 27, 2019, the Company and Mr. Wen entered into an employment agreement (the “Wen Agreement”) to memorialize the compensation arrangement and the other terms of Mr. Wen’s continuing employment with the Company and Sichuan Senmiao. Under the Wen Agreement, Mr. Wen is entitled to the following compensation: (i) an annual salary of US$100,000 for his service as Chief Executive Officer of the Company, payable quarterly in arrears, starting upon the Company’s receipt of proceeds from a financing of at least $1,000,000; (ii) an annual salary of RMB600,000 (approximately US$87,354) for his service as the Executive Director for Sichuan Senmiao, payable monthly in arrears starting upon the Company’s receipt of proceeds from a financing of at least $1 million; and (iii) a cash bonus of up to US$50,000 for his services as Chief Executive Officer of the Company for each fiscal year upon satisfaction of certain annual performance targets as reviewed by the Compensation Committee.

Mr. Wen is also entitled to participate in the Company’s equity incentive plans and other Company benefits (including health insurance, vacation and expense reimbursement), each in accordance with the Company’s policies as determined by the Board from time to time. The Wen Agreement has an initial term of three years and is subject to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.

Pursuant to the Wen Agreement, the Company may terminate Mr. Wen’s employment for cause (as defined in the Wen Agreement), at any time, without notice. Upon a termination for cause, Mr. Wen will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and his right to all other benefits will terminate, except as required by any applicable law.

The Company may also terminate Mr. Wen’s employment without cause upon 30 days’ advance written notice. In the case of such a termination by the Company, the Company is required to provide the following severance payments and benefits to Mr. Wen: (1) a lump sum cash payment equal to three (3) months of the base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for three (3) months following the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by Mr. Wen.

In addition, if the Company or its successor terminates the Wen Agreement upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, Mr. Wen shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to three months of the base salary at a rate equal to the greater of his annual salary in effect immediately prior to the termination, or his then current annual salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for three months following the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by Mr. Wen.

Pursuant to the Wen Agreement, Mr. Wen may terminate his employment at any time with 30 days’ advance written notice without cause or if there is any significant change in his authority, duties and responsibilities or a material reduction in his annual salary. In such case, Mr. Wen will be entitled to receive compensation equivalent to three months of his base salary.

In order to receive any severance benefits under the Wen Agreement, Mr. Wen will be required to execute and deliver to the Company a general release of claims in a form reasonably satisfactory to the Board. During the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation of Mr. Wen, pursuant to which, Wen was entitled to an annual salary of RMB600,000 (approximately $84,000) for his service as Chief Executive Officer of the Company and the Executive Director for Sichuan Senmiao since April 1, 2024. There was no modification to Mr. Wen’s compensation during the fiscal year ended March 31, 2026. Pursuant to his voluntary waiver, only $10,739 compensation awarded to Mr. Wen for the year ended March 31, 2026.

The Wen Agreement also contained customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.

Xiaoyuan Zhang,Former Chief Financial Officer and Treasurer

On September 17, 2018, the Company and Ms. Zhang entered into an employment agreement (the “Zhang Agreement”). Under the Zhang Agreement, Ms. Zhang is entitled to an annual salary of RMB540,000 (approximately US$78,620) for her services as Chief Financial Officer and Treasurer of the Company. She is also entitled to participate in the Company’s equity incentive plans and other Company benefits, each as determined by the Board from time to time. Her employment has an initial term of one year and is subject to successive, automatic one-year extensions unless either party gives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.

Pursuant to the Zhang Agreement, the Company may terminate Ms. Zhang’s employment for cause, at any time, without notice or remuneration, for certain acts, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to the detriment of the Company, or misconduct or a failure to perform agreed duties. In such case, Ms. Zhang will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and her right to all other benefits will terminate, except as required by any applicable law. The Company may also terminate Ms. Zhang’s employment without cause upon 30 days’ advance written notice. In such case of termination by the Company, the Company is required to provide the following severance payments and benefits to Ms. Zhang: a cash payment of one month of base salary as of the date of such termination for each year (which is any period longer than six months but no more than one year) and a cash payment of half month of base salary as of the date of such termination for any period of employment no more than six months, provided that the total severance payments shall not exceed twelve months of base salary.

Pursuant to the Zhang Agreement, Ms. Zhang may terminate her employment at any time with 30 days’ advance written notice if there is any significant change in her duties and responsibilities or a material reduction in her annual salary. In such case, Ms. Zhang will be entitled to receive compensation equivalent to 3 months of her base salary. In addition, if the Company or its successor terminates the Zhang Agreement upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, Ms. Zhang shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 3 months of base salary at a rate equal to the greater of her annual salary in effect immediately prior to the termination, or her then current annual salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 3 months following the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by Ms. Zhang.

During the year ended March 31, 2025, the Compensation Committee and the Board approved a modified compensation of Ms. Zhang, pursuant to which, Ms. Zhang was entitled to an annual salary of RMB270,000 (approximately $38,000) for her service as the Chief Financial Officer and Treasurer of the Company since September 1, 2024. There was no modification to Ms. Zhang’s compensation during the fiscal year ended March 31, 2026, but since Ms. Zhang voluntarily waived, Ms. Zhang’s compensation was only calculated until October 2025.

The Zhang Agreement also contained customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.

Outstanding Equity Awards at Fiscal Year-End

As of Mach 31, 2026, there was no outstanding equity awards of executive officers.

Director Compensation

The following table sets forth certain information concerning the compensation of our then serving executive directors for the fiscal year ended March 31, 2026, except that the compensation of Ronggang (Jonathan) Zhang as a director and Xi Wen as a former director are included in “–Summary Compensation Table”:

Non-equity · Nonqualified
Fees earned or · Stock · Option · incentive plan · deferred compensation · All other
paid inawardsawardscompensationearningscompensationTotal
cash $$$$$$$
Si (Simon) Li (1)10,500—————10,500
Chong Chen (1)10,500—————10,500
Xiaojuan Lin (2)20,000—————20,000
Jie Gao (2)20,000—————20,000
Trent Davis (3)20,000—————20,000
Sichun Wang (3)10,000—————10,000
(1)Effective November 25, 2025, Mr. Si (Simon) Li and Mr. Chong Chen have served as directors of the Company. In accordance with their respective annual director retainer fee of $30,000 per annum, the Company accrued retainer payables of $10,500 for each director; and all accrued amounts have been fully settled.
(2)The Company accrued director retainer payables for Mr. Xiaojuan Lin and Ms. Jie Gao at an annual retainer fee of $20,000 each, and expects to settle the payment by December 2026.
(3)Effective November 21, 2025, Mr. Trent Davis and Ms. Sichun Wang resigned from the Company’s board of directors. Mr. Trent Davis and Ms. Sichun Wang are entitled to annual director retainer fees of $40,000 and $20,000, respectively. Pursuant to their voluntary waiver, the Company accrued only half-year retainer payables of $20,000 and $10,000 for Mr. Davis and Ms. Wang, respectively, for the fiscal year ended March 31, 2026, and all such accrued amounts were fully settled by the Company in December 2025.

Furthermore, our serving directors will also be reimbursed for reasonable, pre-approved expenses incurred in connection with the performance of their directorial services.

As of March 31, 2026, the Company has issued accumulated 2,372 RSUs (after reverse split) to current and former directors, of which 227 was vested but not issued by the Company. During the year ended March 31, 2026, the Company did not issue RSUs to directors. The Company accounted for the vested RSUs as expenses and charged to common stock. The fair value of the vested RSUs is calculated at the grant date market price of the Company’s common stock multiplying by the number of vested shares. The Company expects to settle the vested RSUs by issuance of shares of common stock within December 2026.

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