Senmiao Technology Ltd

Previous wording

Prior to December 31, 2025, we provided automobile transaction and related services in Sichuan Province of China through our former majority owned subsidiary, Chengdu Jiekai Yunli Technology Co., Ltd., a PRC limited liability company and its subsidiary (“Jiekai”) and our former wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd. a PRC limited liability company (“Corenel”). As discussed below under “– Automobile Transactions and Related Services”, we ceased our automobile transactions and related services in Sichuan Province of China on December 31 2025.

Current wording

Prior to December 31, 2025, we provided automobile transaction and related services in Sichuan Province of China through our former majority owned subsidiary, Chengdu Jiekai Yunli Technology Co., Ltd., a PRC limited liability company and its subsidiary (“Jiekai”) and our former wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd. a PRC limited liability company (“Corenel”). As discussed below under “Our Automobile Transactions and Related Services”, we ceased our automobile transactions and related services in Sichuan Province of China on December 31 2025.

Previous wording

Our Automobile Transaction and Related Services are mainly comprised of (i) automobile operating lease where we provide car rental services to individual customers to meet their personal needs with lease term no more than twelve months (the “Auto Operating Leasing”); (ii) service fees from new energy vehicles (“NEVs”) leasing where we charge NEVs lessees for a series of the services provided to them based on the chosen product solutions (the “Service for NEVs Leasing”); (iii) service fees from automobile purchase for a series of the services provided to purchasers throughout the purchase process based on the sales price of the automobiles and relevant services provided (the “Service for Automobile Purchase”) ;(iv) monthly services where we provide management and related services to other online ride-hailing platforms we cooperated with (“Partner Platforms”) and other companies and earn commission from them (the “Auto Commissions”); (v) automobile financing where we provide our customers with auto finance solutions through financing leases (the “Auto Financing”); (vi) default expenses we charges to the lessees for early-termination the contracts or other violation behaviors to the contracts (the “Default Revenue”); and (vii) other supporting services provided to customers, including auto management and other related services (the “Auto Management Services”) and automobile sales (the “Auto Sales”). We started our facilitation and supporting services in November 2018, the sale of automobiles in January 2019, and financial and operating leasing in March 2019, respectively.

Current wording

Our automobile transaction and related Services are mainly comprised of (i) automobile operating lease where we provide car rental services to individual customers to meet their personal needs with lease term no more than twelve months (the “Auto Operating Leasing”); (ii) service fees from new energy vehicles (“NEVs”) leasing where we charge NEVs lessees for a series of the services provided to them based on the chosen product solutions (the “Service for NEVs Leasing”); (iii)service fees from automobile purchase for a series of the services provided to purchasers throughout the purchase process based on the sales price of the automobiles and relevant services provided (the “ Service for Automobile Purchase”) ;(iv) monthly services where we provide management and related services to other online ride-hailing platforms we cooperated with (“Partner Platforms”) and other companies and earn commission from them (the “Auto Commissions”); (v) automobile financing where we provide our customers with auto finance solutions through finance leases (the “Auto Financing”); (vi) default fees we charges to the lessees for early-termination the contracts or other violation behaviors to the contracts (the “Default Revenue”); and (vii) other supporting services provided to customers, including auto management and other related services (the “Auto Management Services”) and automobile sales (the “Auto Sales”). We started our facilitation and supporting services in November 2018, the sale of automobiles in January 2019, and financial and operating leasing in March 2019, respectively.

Previous wording

Considering the fierce competition of the online ride-hailing industry and our operating losses in China, in December 2025 the Company entered into a certain Acquisition Agreement (the “Sichuan Acquisition Agreement”) with Hu Mao Sheng Tang Holdings Limited., a non-affiliated Hong Kong company (“HMST”). Pursuant to the Sichuan Acquisition Agreement, the Company sold all of the equity interests in Sichuan Senmiao Yicheng Assets Management Co., Ltd. (“Yicheng”), Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“Senmiao Consulting”) and its subsidiaries, which were our former subsidiaries in Sichuan Province of China (“former subsidiaries in Sichuan”), to HMSTfor zero consideration (the “Disposition”). On December 31, 2025, the Disposition was completed and we ceasedour automobile Transactions and Related Services in Sichuan Province of China.

Current wording

Considering the fierce competition of the online ride-hailing industry and our operating losses in China, in December 2025 the Company entered into a certain Acquisition Agreement (the “Sichuan Acquisition Agreement”) with Hu Mao Sheng Tang Holdings Limited., a non-affiliated Hong Kong company (“HMST”). Pursuant to the Sichuan Acquisition Agreement, the Company sold all of the equity interests in Sichuan Senmiao Yicheng Assets Management Co., Ltd. (“Yicheng”), Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“Senmiao Consulting”) and its subsidiaries, which were our former subsidiaries in Sichuan Province of China (“former subsidiaries in Sichuan”), to HMST for nil consideration, while we undertook certain liabilities of $518,388 which were previously assumed by former subsidiaries in Sichuan (the “Disposition”). On December 31, 2025, the Disposition was completed and we ceased our automobile transactions and related services in Sichuan Province of China.

Previous 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.

Current wording

Since November 22, 2018, the acquisition date of Hunan Ruixi, and as of June 30, 2026, we have facilitated financing for an aggregate of 312 automobiles with a total value of approximately $5.4 million, sold an aggregate of 381 automobiles with a total value of approximately $3.7 million and delivered 470 automobiles under operating leases and 197 automobiles under finance 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 nine months ended December 31, 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 months ended June 30, 2026 and 2025, respectively:

Previous 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.

Current wording

During the three months ended June 30, 2026, our Auto Operating Leasing, Auto Financing, Auto Commissions and other services income accounted for approximately 86.8%, 3.3%, 0.3% and 9.6% of our total revenue from our automobile transactions and related services, respectively, while our Auto Operating Leasing, Auto Financing, Auto Commissions, and other services income accounted for approximately 90.3%, 5.2%, 1.9%, and 2.6% for the three months ended June 30, 2025, respectively.

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 December 31, 2025, we had one employee 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 finance lease. 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 June 30, 2026, 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 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.

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 months ended June 30, 2026. 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 June 30, 2026, for parking and management of automobiles for operating lease, we had one parking lot and three employees in Changsha. During the three months ended June 30, 2026 and 2025, the average utilization of the automobiles for operating lease was approximately 93.1% and 96.0%, respectively.

Previous 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.

Current wording

Meanwhile, in order to strengthen our market position, Hunan Ruixi has built up cooperation relationships with Partner Platforms, such as Hunan Didi Chuxing 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 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.

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 Didi, 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 June 30, 2026, we had no accounts receivable of operating lease. Besides, during the three months ended June 30, 2026, we settled our commissions with the Partner Platforms for our automobile rental income on a monthly basis.

Previous wording

The efficiency of collection of the monthly and weekly payments has a material impact on our daily operation. Our risk and asset management department has set up a series of procedures to monitor the collection from drivers. Our business department has also set up a stable and close relationship with Partner Platforms to ensure the timely collection of commissions. The accounts receivable and advance payments may increase our liquidity risk. We have used the majority of the proceeds from our equity offerings and plan to seek equity and/or debt financings to pay for the expenditure related to the automobile purchase. To pay for the expenditure in advance will enhance the stability of our daily operation and lower the liquidity risk, and attract more customers.

Current wording

The efficiency of collection of the monthly and weekly payments has a material impact on our daily operation. Our risk and asset management department has set up a series of procedures to monitor the collection from drivers. Our business department has also set up a stable and close relationship with Partner Platforms to ensure the timely collection of commissions. The accounts receivable and advance payments may increase our liquidity risk.

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 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.

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 months ended June 30, 2026. 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 fees from customers for their behaviors violated to the contracts.

Previous wording

Further, the automobiles subject to our financing leases are not collateralized by us. As of December 31, 2025, the total value of non-collateralized automobiles was close to the amount of finance lease receivables since it was on a straight-line basis. We believe our risk exposure of financing leasing is immaterial as we have experienced limited default cases and we are able to re-lease those automobiles to drivers under financing leases.

Current wording

Further, the automobiles subject to our finance leases are not collateralized by us. As of June 30, 2026, the total value of non-collateralized automobiles was close to the amount of finance lease receivables since it was on a straight-line basis. We believe our risk exposure of financing leasing is immaterial as we have experienced limited default cases and we are able to re-lease those automobiles to drivers under finance leases.

Previous wording

The demand for our services depends on overall market conditions of the online ride-hailing industry in China. The continuous growth of the urban population places increasing pressure on the urban transportation and the improvement of living standards has increased the market demand for quality travel in China. Traditional taxi service is limited, and the emerging online platforms have created good opportunities for the development of the online ride-hailing service market. The market value is expected to increase from RMB354.7 billion in 2024 to RMB751.3 billion in 2028, owing to rising consumer demand for economical mobility options and an amplified penetration of shared mobility services, especially in lower-tier cities. According to the 56th Statistical report on Internet Development in China published in July 2025 by the China Internet Network Information Center (the “CNNIC”), the number of online ride-hailing service users had reached 511 million by the end of June 2025, and took approximately 45.6% of the total number of Chinese internet users. In addition, in recent years, aggregation platforms have gained rising significance in the shared mobility industry. According to Frost & Sullivan, the portion of ride hailing orders fulfilled through aggregation platforms increased from 3.5% in 2018 to 30.0% in 2023, and is expected to further increase to 49.0% by 2028. The online ride-hailing industry is also facing increasing competition in China and is attracting more capital investment. For example, Dida Inc. Chenqi Technology Limited and CaoCao Inc. were listed on the Hong Kong Stock Exchange in June 2024 and June 2025, respectively.

Current wording

The demand for our services depends on overall market conditions of the online ride-hailing industry in China. The continuous growth of the urban population places increasing pressure on the urban transportation and the improvement of living standards has increased the market demand for quality travel in China. Traditional taxi service is limited, and the emerging online platforms have created good opportunities for the development of the online ride-hailing service market. The market value is expected to increase from RMB354.7 billion in 2024 to RMB751.3 billion in 2028, owing to rising consumer demand for economical mobility options and an amplified penetration of shared mobility services, especially in lower-tier cities. According to the 57th Statistical report on Internet Development in China published in February 2026 by the China Internet Network Information Center (the “CNNIC”), the number of online ride-hailing service users had reached 539 million by the end of December 2025, and took approximately 47.9% of the total number of Chinese internet users. We cooperate with DiDi, the dominant player in China’s ride-hailing market. Benefiting from DiDi’s leading market share, massive driver and passenger network, advanced AI intelligent dispatching technology, standardized compliance control system and high user loyalty, our business is well-positioned to capture the incremental growth brought by the rapid expansion of aggregation ride-hailing orders in the coming years. In addition, the online ride-hailing industry is also facing increasing competition in China and is attracting more capital investment. For example, Dida Inc. Chenqi Technology Limited and CaoCao Inc. were listed on the Hong Kong Stock Exchange in June 2024 and June 2025, respectively.

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 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.

Current wording

However, the participants in the online ride-hailing industry are facing increasingly fierce competition and the platforms for passengers and providing services together with online ride-hailing platform companies (“Aggregation Platforms”) have gained rising significance in the shared mobility industry. According to the Ministry of Transportation (the “MOT”) of the People’s Republic of China, as of June 30, 2026, approximately 401 online ride-hailing platform companies have obtained booking taxi operating licenses, representing an increase of approximately 3% as compared with the one as of June 30, 2025. Total online ride-hailing order volume was approximately 979 million in June 2026 in China, representing an increase of approximately 29% as compared with the one in June 2025. Of this volume, orders completed by Aggregation Platforms amounted to 327 million, accounting for approximately 33.4% of the industry’s total orders in June 2026 in China, representing an increase of 17.6% as compared with the one in June 2025. 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

On November 5, 2016, the Municipal Communications Commission of Chengdu City and a number of municipal departments jointly issued the “Implementation Rules for the Administration of Online Booking Taxi Management Services for Chengdu”, which was abolished and replaced by the updated version issued on July 26, 2021. On August 10, 2017, the Transportation Commission of Chengdu further issued the guidelines on compliance requirements for online ride-hailing businesses, including Working Process for the Online Appointment of Taxi Drivers Qualification Examination and Issuance and Online Appointment Taxi Transportation Certificate Issuance Process. On November 28, 2016, Guangzhou Municipal People’s Government promulgated Interim Measures for the Management of Online Ride Hailing Operation and Service in Guangzhou, as amended on November 14, 2019. According to these regulations and guidelines, three licenses /certificates are required for operating the online ride-hailing business in Chengdu and Guangzhou: (1) the ride-hailing service platform should obtain the online booking taxi operating license; (2) the automobiles used for online ride-hailing should obtain the online booking taxi transportation certificate (“automobile certificate”); (3) the drivers should obtain the online booking taxi driver’s license (“driver’s license”). Besides, all the new cars used for online ride-hailing in Chengdu should be NEVs since July 2021.

Current wording

On April 1, 2017, the General Office of Changsha City People’s Government issued the “Detailed Rules for the Administration of Online Car-Hailing Business Services of Changsha City”, which was abolished and replaced by the updated version issued on July 23, 2018. On August 20, 2025, the Changsha Municipal Bureau of Transportation further issued “Announcement of Changsha Municipal Bureau of Transportation on Further Improving the Issuance of Vocational Qualification Certificates for Taxi Drivers and Other Related Matters”. According to these regulations and guidelines, three licenses /certificates are required for operating the online ride-hailing business in Changsha: (1) the ride-hailing service platform should obtain the online booking taxi operating license; (2) the automobiles used for online ride-hailing should obtain the online booking taxi transportation certificate (“automobile certificate”); (3) the drivers should obtain the online booking taxi driver’s license (“driver’s license”). Besides, all newly added cars used for online ride-hailing in Changsha shall be NEVs starting from 2027.

Previous 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.

Current wording

Revenue from our automobile transaction and related services mainly includes operating lease revenues from automobile rentals, service fees from NEVs leasing, financing revenues, service fees from automobile purchase services, default revenue, monthly services commissions, and other services fees, which accounted for approximately 86.8%, 5.9%, 3.3%, 1.3%, 1.0%, 0.3% and 1.4%, respectively, of the total revenue during the three months ended June 30, 2026. Meanwhile, operating lease revenues from automobile rentals, financing revenues, service fees from automobile purchase services, default revenue, monthly services commissions, and other services fees, which accounted for approximately 90.3%, 5.2%, 0.3%, 1.7%, 1.9% and 0.6%, respectively, of the total revenue during the three months ended June 30, 2025.

Previous 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.

Current wording

We generate revenues from leasing our own automobiles by online ride-hailing drivers with their authorization, with the majority of lease term of no more than 12 months. The decrease in rental income of $72,931, or approximately 18.9% during three months ended June 30, 2026 was mainly due to the decrease in the number and average monthly rental of automobiles leased for operating lease. We leased 329 automobiles with an average monthly rental income of approximately $344 per automobile, resulting in a rental income of $313,335 for the three months ended June 30, 2026. While we leased 339 automobiles with an average monthly rental income of approximately $398 per automobile, resulting in a rental income of $386,266 for the three months ended June 30, 2025.

Previous wording

We generated revenues of $14,799 and $0 from leasing NEVs by charging leases service fees during the three months ended December 31, 2025 and 2024, respectively. The amount of services fees for NEVs leasing were based on our timely product solutions in accordance which adjusted with different market conditions.

Current wording

We generated revenues of $21,291 and $0 from leasing NEVs by charging leases service fees during the three months ended June 30, 2026 and 2025, respectively. The amount of service fees for NEVs leasing is based on our timely product solutions which are adjusted in accordance with different market conditions. We suspended charging Service fees from NEVs leasing from continuing operations for the period August 2023 through July 2025 and resumed such charges starting August 2025, which resulted in no related service fee revenue recognized from continuing operations for the three months ended June 30, 2025.

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 $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.

Current wording

We started our finance lease business in March 2019 and began to generate interest income from providing finance lease 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 24 or 48 months. We recognized a total interest income of $11,813 from an average monthly number of 26 automobiles and $22,331 from an average monthly number of 52 automobiles during the three months ended June 30, 2026 and 2025, respectively. The decrease was due to the average number of automobiles served for financial leasing decreased during the three months ended June 30, 2026.

Previous 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.

Current wording

We generated revenues of $4,670 and $1,270 from the automobile purchase services during the three months ended June 30, 2026 and 2025, respectively. The increase was due to the number of automobiles purchase transactions increased to 4 during the three months ended June 30, 2026 from 1 during the three months ended June 30, 2025.

Previous wording

We generated default revenues of $5,831 and $7,711 from the automobile lessee’s early-termination of the contracts or other violation behaviors to the contracts during the three months ended December 31, 2025 and 2024, respectively. The decrease was primarily attributable to a lower incidence of early-terminations and contractual breaches by the automobile lessees, driven by improved credit quality of our lessee base, enhanced risk management and contract monitoring practices during the three months ended December 31, 2025.

Current wording

We generated default revenues of $3,439 and $7,294 from the automobile lessee’s early-termination of the contracts or other violation behaviors to the contracts during the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily attributable to a lower incidence of early-terminations and contractual breaches by the automobile lessees, driven by improved credit quality of our lessee base, enhanced risk management and contract monitoring practices during three months ended June 30, 2026.

Previous wording

We generated revenues of $3,427 and $3,828 from the monthly management and related services provided to our Partner Platforms and other companies during the three months ended December 31, 2025 and 2024, respectively. The decrease was due to the decrease in the number of automobiles leased to online ride-hailing drivers for operating lease during the three months ended December 31, 2025, which in turn led to lower commission income from the Partner Platforms related to the monthly management and related services.

Current wording

We generated revenues of $1,163 and $8,265 from the monthly management and related services provided to our Partner Platforms and other companies during the three months ended June 30, 2026 and 2025, respectively. The decrease was due to the decrease in the number of automobiles leased to online ride-hailing drivers for operating lease during the three months ended June 30, 2026, which in turn led to lower commission income from the Partner Platforms related to the monthly management and related services.

Previous wording

We generate other revenues from other miscellaneous service fees charged to our customers during the three months ended December 31, 2025 and 2024. Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new production solutions.

Current wording

We generate other revenues from other miscellaneous service fees charged to our customers during the three months ended June 30, 2026 and 2025. Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new product solutions.

Previous wording

Cost of revenues represents depreciation and rental cost of automobiles, daily maintenance and insurance expense of automobiles which related to our Auto Operating Leasing. Cost of revenues decreased by $36,314 or approximately 10.5% during the three months ended December 31, 2025 as compared with the three months ended December 31, 2024, mainly due to the decrease in the number of the automobiles leased for operating lease from 346 in the three months ended December 31, 2024 to 322 in the three months ended December 31, 2025.

Current wording

Cost of revenues represents the depreciation and rental cost of automobiles, daily maintenance, insurance and other usage costs of automobiles which related to our Auto Operating Leasing. The decrease of $46,634, or approximately 13.5% was primarily due to decreased in the depreciation of automobiles. Although the total number of our own automobiles used for operating leasing remaining substantially unchanged during the three months ended June 30, 2026 as compared with the three months ended June 30, 2025, these automobiles were fully depreciated in or prior to the three months ended June 30, 2026.

Previous 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:

Current wording

We had gross profit of $61,692 and $81,867, respectively, during the three months ended June 30, 2026 and 2025. The following table sets forth the breakdown of gross profit by major revenue source for the three months ended June 30, 2026 and 2025:

Previous 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.

Current wording

We had a gross profit of $14,138 from our Auto Operating Leasing during the three months ended June 30, 2026, which decreased by $26,297 from a gross profit of $40,435 in the three months ended June 30, 2025. The decrease was attributable to the average monthly rental of automobiles leased for operating lease decreased from $389 in the three months ended June 30, 2025 to $344 in the three months ended June 30, 2026. As the gross margin of the revenues from our operating leasing decreased, our overall gross profit margin decreased to approximately 17.1% for the three months ended June 30, 2026 from approximately 19.1% for the three months ended June 30, 2025.

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 $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.

Current wording

For the three months ended June 30, 2026, selling, general and administrative expenses primarily consist of salary and employee benefits, rental expense, travel expenses, and other expenses. Selling, general and administrative expenses increased from $500,829 for three months ended June 30, 2025 to $692,472 for the three months ended June 30, 2026, representing an increase of $191,643, or approximately 38.3%. The increase was mainly due to (1) the increase of $160,178 in professional service fees such as financial, market consulting due to our financing arrangements during the three months ended June 30, 2026; (2) an increase of $52,699 in salary and employee benefits mainly due to the higher compensation scales for current executive officers.

Previous 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.

Current wording

For the three months ended June 30, 2025, we had other income, net of $29,087, which primarily consist of (1) penalty income of approximately $15,000 from the customers; and (2) the miscellaneous other income of approximately $14,000.

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 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:

Current wording

Warrants issued in our registered direct offerings that took place in February 2021, May 2021 and November 2025, and the August 2020 underwritten public offering, and the November 2021, November 2025 and June 2026 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 June 30, 2026 and 2025 was a gain of $2,732,106 and $77,182, respectively. The following table sets forth the breakdown of the gain (loss) in fair value of derivative liabilities for the three months ended June 30, 2026 and 2025:

Previous 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.

Current wording

Generally, our subsidiary Hunan Ruixi is subject to enterprise income tax on its taxable income in China at a rate of 25%. And the applicable tax rate of our HK subsidiary, Senmiao HK, for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. With the exception of Senmiao HK, which generated profits primarily from tax-exempt interest income on bank deposits, all entities suffered losses. Accordingly, no tax expense was recorded for the three months ended June 30, 2026 and 2025.

Previous 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.

Current wording

As a result of the foregoing, net loss from continuing operations for the three months ended June 30, 2026 was $32,786,087, representing an increase in loss of $32,473,394 from net loss of $312,693 for the three months ended June 30, 2025.

Previous wording

Revenue from automobile transaction and related services (discontinued operations) mainly included operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, default revenue and other services fees, which accounted for approximately 79.5%, 11.6%, 4.0%, 3.9% and 1.0%, respectively, of the total revenue from discontinued operations during the three months ended December 31, 2025. Meanwhile, operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, default revenue, and other services fees, which accounted for approximately 72.1%, 14.6%, 8.5%, 4.0% and 0.8%, respectively, of the total revenue from discontinued operations during the three months ended December 31, 2024.

Current wording

Revenue from automobile transaction and related services (discontinued operations) mainly included operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, default revenue and other services fees, which accounted for approximately 71.5%, 19.3%, 6.4%, 0.7% and 2.1%, respectively, of the total revenue from discontinued operations during the three months ended June 30, 2025.

Previous wording

Our former subsidiaries in Sichuan generated revenues from leasing 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. Our former subsidiaries in Sichuan leased over 370 automobiles with an average monthly rental income of approximately $356 per automobile, resulting in a rental income of $327,223, including rental income of $25,304 from two related parties, for the three months ended December 31, 2025. Our former subsidiaries in Sichuan leased approximately 316 automobiles with an average monthly rental income of approximately $325 per automobile, resulting in a rental income of $337,523, including rental income of $2,882 from a related party, for the three months ended December 31, 2024.

Current wording

Our former subsidiaries in Sichuan generated revenues from leasing 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. Our former subsidiaries in Sichuan leased 327 automobiles with an average monthly rental income of approximately $401 per automobile, resulting in a rental income of $309,137, including rental income of $24,057 from a related party, for the three months ended June 30, 2025.

Previous wording

Our former subsidiaries in Sichuan generated other revenues from other miscellaneous service fees charged to our customers during the three months ended December 31, 2025 and 2024. Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new production solutions.

Current wording

Our former subsidiaries in Sichuan generated other revenues from other miscellaneous service fees charged to our customers during the three months ended June 30, 2025. Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new production solutions.

Previous wording

During the three months ended December 31, 2025 and 2024, cost of revenues from discontinued operations of $280,098 and $397,931, respectively, represented the amortization of ROUs, rental cost of automobiles, daily maintenance and insurance expense of automobiles which related to Auto Operating Leasing. The decrease was mainly due to a decrease in the monthly rental costs of the automobiles leased for operating lease from $409 in the three months ended December 31, 2024 to $288 in the three months ended December 31, 2025. During the three months ended December 31, 2025 and 2024, our former subsidiaries in Sichuan paid $20,056 and $44,479, respectively, to related parties for costs of automobiles under operating leases.

Current wording

During the three months ended June 30, 2025, cost of revenues from discontinued operations of $317,313 represented the amortization of ROUs, rental cost of automobiles, daily maintenance and insurance expense of automobiles which related to Auto Operating Leasing.

Previous wording

For the three months ended December 31, 2025, selling, general and administrative expenses from discontinued operations related to Auto Operating Leasing, which amounted to $265,090, primarily consisted of (1) $165,284 in 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; (2) $61,753 in salary and employee benefits; (3) $21,749 in entertainment, advertising and promotion; and (4) other miscellaneous expenses.

Current wording

For the three months ended June 30, 2025, selling, general and administrative expenses from discontinued operations related to Auto Operating Leasing, which amounted to $307,416, primarily consisted of (1) $217,920 in 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; (2) $47,065 in salary and employee benefits; (3) $21,400 in entertainment, advertising and promotion; and (4) other miscellaneous expenses.

Previous wording

For the nine months ended December 31, 2025, our former subsidiaries in Sichuan had other income, net of $226,101 which primarily due to deconsolidation of Corenel.

Current wording

For the three months ended June 30, 2025, our former subsidiaries in Sichuan had other income, net of $229,198, which was primarily due to deconsolidation of Corenel.

Previous wording

Our former subsidiaries in Sichuan are subject to enterprise income tax on its taxable income in China at a rate of 25%. All of our former subsidiaries in Sichuan suffered losses and no tax expense was recorded for the three months ended December 31, 2025 and 2024.

Current wording

Our former subsidiaries in Sichuan are subject to enterprise income tax on its taxable income in China at a rate of 25%. All of our former subsidiaries in Sichuan suffered losses and no tax expense was recorded for the three months ended June 30, 2025.

Previous wording

As a result of the foregoing, the net loss from discontinued operations for the three months ended December 31, 2025 and 2024 was $20,544 and $325,883, respectively.

Current wording

As a result of the foregoing, the net income from discontinued operations for the three months ended June 30, 2025 was $36,255.