UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 3, 2018 (July 31, 2018)

 

SENMIAO TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada   001-38426   35-2600898
(State or other jurisdiction 
of incorporation) 		  (Commission File Number)  

(IRS Employer

Identification No.)

 

16F, Shihao Square, Middle Jiannan Blvd.

High-Tech Zone, Chengdu

Sichuan, People’s Republic of China

  610000
(Address of principal executive offices)  

(Zip Code)

 

Registrant's telephone number, including area code  +86 28 61554399

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 31, 2018, Ms. Xin Chen tendered her resignation as Chief Executive Officer of Senmiao Technology Limited (the “Company”) and General Manager of the Company’s operating entity, Sichuan Senmiao Ronglian Technology Co., Ltd. (“Sichuan Senmiao”), to the Board of Directors (the “Board”) of the Company, effective immediately. Ms. Chen’s resignation was for personal reasons and was not due to any disagreement with the Company.

 

To fill the vacancies created by Ms. Chen’s resignation, the Board appointed Mr. Xi Wen to serve as the Company’s Chief Executive Officer in addition to his current roles as the President, Secretary and Chairman of the Board, and also appointed Mr. Haitao Liu to serve as the Chief Executive Officer of Sichuan Senmiao, in each case, effective August 1, 2018.

 

Mr. Wen, age 35, has been serving as President, Secretary and Director of the Company since June 2017 and was appointed Chairman of the Board on July 20, 2017. Mr. Wen has over 10 years of experience in finance and investment management. He has been serving as Executive Director of Sichuan Senmiao since February 2017, in charge of all aspects of Sichuan Senmiao’s online lending platform operations. Immediately prior to joining Sichuan Senmiao, Mr. Wen served as a director of Sichuan Chenghexin Investment and Asset Management Co., Ltd., where he was responsible for overseeing the operations of the Aihongsen lending platform from May 2015 to February 2017. He also founded Chengdu Fubang Zhuoyue Investment Co. in September 2013 and served as General Manager until May 2015. From January 2009 to August 2013, Mr. Wen was the General Manager of Chengdu Haiyuan Trading Co., Ltd., in charge of the company’s daily operations. Mr. Wen holds a bachelor’s degree in Business and Economics from Manchester Metropolitan University in Manchester, United Kingdom.

 

Mr. Haitao Liu, age 46, previously served as Chief Executive Officer of Shenzhen Qianhai Tuteng Internet Financial Services Co., Ltd., a peer-to-peer online lending company specialized in auto loans, from May 2015 to April 2018. Prior to that, he served as the Deputy General Manager of Chengdu High-Tech Zone Xingrui Microfinance Co., Ltd., a company offering loans to small businesses and individuals, from May 2012 to April 2015, as the Chief Financial Officer of Sichuan Information Industry Co., Ltd., an information technology company, from July 2006 to May 2012, and as the Deputy General Manager of Sichuan Zhongxin Hengde CPA Co., Ltd. from June 2000 to July 2006. He also served as a civil servant in Chenghua District People’s Government of Chengdu from June 1993 to June 2000. Mr. Liu received a master’s degree in EMBA (Finance) from Southwestern University of Finance and Economics, a bachelor’s degree in Business Administration from Southwest Jiaotong University and an associate degree in Commercial Economy from Southwestern University of Finance and Economics in China.

 

Pursuant to his employment agreement with Sichuan Senmiao, dated August 1, 2018, Mr. Liu will serve as the Chief Executive Officer of Sichuan Senmiao for one year and is subject to a one-month probation period. He is entitled to a monthly salary of RMB 45,000 (approximately US$6,586) except that he will receive RMB 36,000 (approximately US$5,269) 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.

 

Neither Mr. Wen nor Mr. Liu has any family relationships with any director or executive officer of the Company. There are no transactions between the Company and Mr. Wen or Mr. Liu that will be required to be reported pursuant to Item 404(a) of Regulation S-K.

 

A copy of the press release announcing the resignation of Ms. Chen and appointment of Mr. Wen and Mr. Liu is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release issued by the Company, dated August 3, 2018
     

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SENMIAO TECHNOLOGY LIMITED
   
Dated:  August 3, 2018 /s/ Xi Wen
  Name: Xi Wen
  Title:    Chief Executive Officer, President and Chairman of the Board

 

 

 

Exhibit 99.1

 

Senmiao Technology Limited Announces Management Changes

 

CHENGDU, China, Aug. 3, 2018/ PRNewswire/ -- Senmiao Technology Limited (“Senmiao” or the “Company”) (NASDAQ:AIHS), an online lending platform in China connecting investors with individual and small-to-medium-sized enterprise borrowers, today announced that Ms. Xin Chen resigned from her positions as Chief Executive Officer of Senmiao and General Manager of the Company’s operating entity, Sichuan Senmiao Ronglian Technology Co., Ltd. (“Sichuan Senmiao”). Ms. Chen’s resignation was due to personal reasons and did not result from any disagreement with the Company.

 

To fill the vacancies created by Ms. Chen’s resignation, the Company’s Board of Directors (the “Board”) appointed Mr. Xi Wen as the Chief Executive Officer of the Company in addition to his current roles as the President, Secretary and Chairman of the Board, and also appointed Mr. Haitao Liu as the Chief Executive Officer of Sichuan Senmiao. Mr. Liu will report to Mr. Wen.

 

Mr. Liu will oversee the operations of Sichuan Senmiao. He brings to the Company industry and leadership experience as former chief executive officers of a peer-to-peer lending company specializing in auto loans and a microloan company offering loans to small business and individuals. Mr. Liu also has over a decade’s experience in accounting and finance as the chief financial officer of an information technology company and deputy general manager of an accounting firm.

 

Mr. Wen, Chairman, Chief Executive Officer and President of Senmiao, commented, “We would like to thank Xin for her contribution to the Company’s growth and development, including playing a pivotal role in our recent successful IPO. We wish Xin the best in her future endeavors and our team is excited to work with Haitao in his new position.”

 

About Senmiao

 

Headquartered in Chengdu, Sichuan Province, Senmiao operates an online lending platform, www.ihongsen.com, that connects Chinese investors with individual and small-to-medium-sized enterprise borrowers. For more information about the Company, please visit : www.ihongsen.com .

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the appointment of the Company’s new Chief Executive Officer and new Chief Executive Officer of Sichuan Senmiao described in this press release, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following:  the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission.  For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward - looking statements to reflect events or circumstances that arise after the date hereof.

 

 

 

 

For more information, please contact:

 

At the Company:

Julie Zhu

Email: julie@ihongsen.com

Phone: +86-181-9085-0098

 

Investor Relations:

Tony Tian, CFA
Weitian Group LLC
Email: ttian@weitianco.com

Phone: +1-732-910-9692