{"url_path":"/sec/aihs/proxy/2026-05-15/000121390026056870","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1711012/0001213900-26-056870-index.html","accession_number":"0001213900-26-056870","cik":"0001711012","ticker":"AIHS","issuer_name":"Senmiao Technology Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1711012/0001213900-26-056870-index.html","primary_entity_key":"0001711012","primary_entity_name":"Senmiao Technology Ltd"},"word_count":15198,"has_tables":true,"body_markdown":"DEF 14A\n1\nea0290176-def14a_senmiao.htm\nDEFINITIVE PROXY STATEMENT\n\n**United States**\n\n**Securities and Exchange Commission**\n\n**Washington, DC 20549**\n\n**SCHEDULE 14A INFORMATION**\n\n**Proxy Statement Pursuant to**\n\n**Section 14(a) of the Securities Exchange\nAct of 1934**\n\nFiled\nby the Registrant ☒\n\nFiled\nby a party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission Only (as permitted\nby Rule 14a-6(e)(2))\n\n☒\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant to §240.14a-12\n\n**Senmiao\nTechnology Limited**\n\n(Name\nof Registrant as Specified in its Charter)\n\n**N/A**\n\n(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\nPayment\nof Filing Fee (Check the appropriate box):\n\n☒\nNo fee required.\n\n☐\nFee paid previously with preliminary materials.\n\n☐\nFee computed on table in exhibit required by Item 25(b)\nper Exchange Act Rules 14a6(i)(1) and 0-11.\n\n**SENMIAO TECHNOLOGY LIMITED**\n\n**16F, Shihao Square, Middle Jiannan Blvd., High-Tech\nZone**\n\n**Chengdu, Sichuan, People’s Republic of\nChina 610000**\n\n**May 14, 2026**\n\n** **\n\nDear Stockholders:\n\nOn behalf of the Board of Directors of Senmiao Technology Limited (the\n“Company”), I cordially invite you to the 2025 Annual Meeting of Stockholders of the Company (the “Meeting”) to\nbe 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\nZone, Chengdu, Sichuan, People’s Republic of China 610000.\n\nDetails about the Meeting, nominees for election\nto 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\nthe notice of internet availability card, the proxy card, this proxy statement and the annual report on Form 10-K for the fiscal year\nended March 31, 2025 (collectively, the “Proxy Materials”) on the Internet.\n\nYour vote is important — please date, sign\nand return your proxy card in the enclosed envelope or vote online or by telephone as soon as possible to ensure that your shares will\nbe represented and voted at the Meeting even if you cannot attend. If you attend the Meeting, you may vote your shares in person even\nthough you have previously signed and returned your proxy.\n\nIf you have any questions regarding this material,\nplease do not hesitate to call us at +86 28 88678707.\n\nSincerely yours,\n\n/s/ Ronggang\n(Jonathan) Zhang\n\nRonggang (Jonathan) Zhang\n\nChairman and Chief Executive Officer\n\n** **\n\n** **\n\n**SENMIAO TECHNOLOGY LIMITED**\n\n**16F, Shihao Square, Middle Jiannan Blvd., High-Tech\nZone**\n\n**Chengdu, Sichuan, People’s Republic of\nChina 610000**\n\n**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO BE HELD ON JUNE 11, 2026**\n\n** **\n\nThe 2025 Annual Meeting of Stockholders (the “Meeting”) of\nSenmiao Technology Limited (the “Company”) will be held at 9:00 a.m., Eastern Time, on June 11, 2026, at 16F, Shihao Square,\nMiddle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000, for the following purposes:\n\n1.To elect five directors to serve\nuntil the 2026 annual meeting of stockholders, or until their successors are elected and\nqualified or until their earlier deaths, resignations or removals;\n\n2.To ratify the appointment of Marcum\nAsia CPAs LLP as the Company’s registered public accounting firm for the fiscal year\nending March 31, 2026;\n\n3.\nTo approve, for purposes\nof Nasdaq Listing Rule 5635, the issuance of shares of Common Stock underlying the warrants issued pursuant to the Securities Purchase\nAgreement dated November 14, 2025 (“Warrant Share Issuance Proposal”);\n\n4.\nTo authorize (but not require)\nthe Board of Directors to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock at any\ntime prior to the Company’s next annual meeting of stockholders, with an aggregate ratio of up to one-for-one hundred (1:100),\nwith the exact timing and ratio to be determined by the Board of Directors in its sole discretion (“Reverse Stock Split Proposal”);\n\n5.\nTo approve an amendment\nto the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 50,000,000\nto 500,000,000 (“Authorized Share Increase Proposal”); and\n\n6.\nTo approve the issuance\nof shares of Common Stock and warrants to purchase shares of Common Stock (the “PIPE Warrants”) in connection with the\nCompany’s private placement of up to $11,000,000 pursuant to the Securities Purchase Agreement dated April 23, 2026 (the “PIPE\nTransaction”), as further described in Proposal 6 of this Proxy Statement (“PIPE Proposal”)\n\nIn addition, we may transact such other business\nas may properly come before the Meeting or any adjournment thereof.\n\nThe Board of Directors has fixed the close of business\non 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\nto notice of and to vote at the Meeting or any adjournment or adjournments thereof. Stockholders are cordially invited to attend the Meeting\nin person.\n\nWe are furnishing Proxy Materials to our stockholders\non the Internet.\n\n**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF\nPROXY MATERIALS FOR THE MEETING TO BE HELD ON JUNE 11, 2026:** The Company’s Proxy Statement for the Meeting and the Annual Report\non Form 10-K for the fiscal year ended March 31, 2025 are available at https://www.iproxydirect.com/aihs.\n\nBY ORDER OF THE BOARD OF DIRECTORS,\n\n/s/ Ronggang\n(Jonathan) Zhang\n\nRonggang (Jonathan) Zhang\n\nChairman and Chief Executive Officer,\n\nMay 14, 2026\n\n**TABLE OF CONTENTS**\n\n**Page\n\nNumber**\n\n[Questions\nand Answers about the Proxy Materials and the Meeting](#a_001)\n1\n\nProxy\nStatement Introduction\n\n[2025\nAnnual Meeting of Stockholders](#a_003)\n5\n\n[Record\nDate; Mailing Date](#a_004)\n5\n\n[Proposals\nto be Submitted at the Meeting](#a_005)\n5\n\n[Principal\nOffices](#a_006)\n6\n\n[Information\nConcerning Solicitation and Voting](#a_007)\n6\n\n[Expenses](#a_008)\n6\n\n[Revocability\nof Proxies](#a_009)\n6\n\n[Proposal\n1 — Election of Directors](#a_010)\n7\n\n[Nominees\nfor Directors](#a_011)\n7\n\n[Directors\nand Executive Officers](#a_012)\n8\n\n[Certain\nLegal Proceedings](#a_013)\n9\n\n[Director\nIndependence](#a_014)\n9\n\n[Meetings\nof the Board, Committees and Stockholders](#a_015)\n9\n\n[Board\nCommittees](#a_016)\n10\n\n[Board\nLeadership Structure and Role in Risk Oversight](#a_017)\n12\n\n[Delinquent\nSection 16(a) Reports](#a_018)\n12\n\n[Code\nof Ethics](#a_019)\n12\n\n[Audit\nCommittee Report](#a_020)\n12\n\n[Beneficial\nOwnership of Principal Stockholders, Officers and Directors](#a_021)\n13\n\n[Executive\nCompensation](#a_022)\n14\n\n[Employment\nAgreements and Potential Payments Upon Termination](#a_023)\n14\n\n[Director\nCompensation](#a_024)\n16\n\n[Certain\nRelationships and Related Transactions](#a_025)\n16\n\n[Vote\nRequired for Approval](#a_026)\n16\n\n[Proposal\n2 — Ratification of the Appointment of Marcum Asia CPAs LLP as the Company’s Registered Public Accounting Firm for Fiscal\nYear Ending March 31, 2026](#a_027)\n17\n\n[Overview](#a_028)\n17\n\n[Vote\nRequired for Approval](#a_029)\n17\n\n[Other\nInformation](#a_030)\n23\n\n[Other\nBusiness](#a_031)\n23\n\n[Deadline\nfor Submission of Stockholder Proposals](#a_032)\n23\n\n[Stockholder\nCommunications](#a_033)\n23\n\n[Householding\nof Proxy Materials](#a_034)\n23\n\n[Annual\nReport](#a_035)\n23\n\ni\n\n** **\n\n**SENMIAO TECHNOLOGY LIMITED**\n\n**16F, Shihao Square, Middle Jiannan Blvd., High-Tech\nZone**\n\n**Chengdu, Sichuan, China 610000**\n\n**+86 28 88678707**\n\n**PROXY STATEMENT**\n\n**ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO BE HELD ON JUNE 11, 2026**\n\n** **\n\nThe printed version of these proxy materials are being made available to\nyou by mail in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Senmiao Technology Limited\n(the “Company,” “we,” “us” or “our” or similar terminology), a Nevada corporation, for\nour 2025 Annual Meeting of Stockholders (the “Meeting”) to be held at 9:00 a.m. Eastern Time, on June 11, 2026, at our offices\nlocated at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000.\n\n**QUESTIONS AND ANSWERS\nABOUT THE PROXY MATERIALS AND THE MEETING**\n\n** **\n\n**What are proxy materials?**\n\nA proxy statement is a document which includes\ninformation that we are required to provide to you under the Securities and Exchange Commission (“SEC”) rules and is designed\nto assist you in voting your shares (your “shares”) of the Company’s common stock, par value $0.0001 per share (“Common\nStock”), at the Meeting. The proxy materials include our proxy statement for the Annual Meeting (this “Proxy Statement”),\nour Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (“Annual Report”), the notice of internet availability\ncard, and the proxy card or a voting instruction card for the Meeting.\n\nThis Proxy Statement contains information about\nthe Meeting and was prepared by our management.\n\n**Internet Availability of Proxy Materials**\n\n** **\n\nThese proxy solicitation materials are available at\nhttps://www.iproxydirect.com/aihs on or about May 15, 2026 to all stockholders entitled to vote at the Annual Meeting.\n\nThe Company is furnishing Proxy Materials to our stockholders\nvia the Internet.\n\n**Who can vote at the Meeting?**\n\n** **\n\nStockholders who owned shares of our Common Stock as of the close of business\non May 11, 2026 (the “Record Date”) may attend and vote at the Meeting. There were 4,557,489 shares of Common Stock outstanding\non the Record Date. All shares of Common Stock shall have one vote per share and vote together as a single class. Information about the\nstock ownership of our directors and executive officers is contained in the section of this Proxy Statement entitled “Beneficial\nOwnership of Principal Stockholders, Officers and Directors.”\n\n**What is the proxy card?**\n\nThe proxy card enables you to appoint Ronggang\n(Jonathan) Zhang, our Chairman and Chief Executive Officer, as your representative at the Meeting. By completing and returning the proxy\ncard or voting online as described herein, you are authorizing them to vote your shares at the Meeting in accordance with your instructions\non the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting,\nwe think that it is a good idea to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal\ncomes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their\nbest judgment.\n\n1\n\n**What am I voting on?**\n\nYou are being asked to vote on:\n\n1.The election of five directors\nto serve until the 2026 annual meeting of stockholders, or until their successors are elected\nand qualified or until their earlier deaths, resignations or removals (“Proposal 1”);\n\n2.The ratification of Marcum Asia\nCPAs LLP as our independent registered public accounting firm for the fiscal year ending\nMarch 31, 2026 (“Proposal 2”);\n\n3.The approval\nof the issuance of shares of Common Stock underlying the warrants issued pursuant to the\nSecurities Purchase Agreement dated November 14, 2025, for purposes of Nasdaq Listing Rule\n5635 (“Proposal 3”);\n\n4.The authorization\n(but not requirement) of the Board of Directors to effect one or more reverse stock splits\nof the Company’s issued and outstanding Common Stock at any time prior to the Company’s\nnext annual meeting of stockholders, with an aggregate ratio of up to one-for-one hundred\n(1:100) (“Proposal 4”);\n\n5.The approval\nof an amendment to the Company’s Articles of Incorporation to increase the total number\nof authorized shares of Common Stock from 50,000,000 to 500,000,000 (“Proposal 5”);\nand\n\n6.The approval\nof the issuance of shares of Common Stock and PIPE Warrants to purchase shares of Common\nStock in connection with the Company’s private placement of up to $11,000,000 pursuant\nto the Securities Purchase Agreement dated April 23, 2026 (“Proposal 6”).\n\nWe will also transact any other business that\nproperly comes before the Meeting.\n\n**How does the Board recommend that I vote?**\n\n** **\n\nOur Board unanimously recommends that the stockholders\nvote “FOR” all proposals being put before our stockholders at the Meeting.\n\n2\n\n**What is the difference between holding shares\nas a stockholder of record and as a beneficial owner?**\n\n** **\n\n**Stockholder of Record**\n\n** **\n\nIf, on the Record Date, your shares were registered\ndirectly in your name with our transfer agent, VStock Transfer, LLC, you are a “stockholder of record” who may vote at the\nMeeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting\nof your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the\nMeeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.\n\n**Beneficial Owner**\n\n** **\n\nIf, on the Record Date, your shares were held\nin an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in\nstreet name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder\nof record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your\nshares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the\nMeeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make\na special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using\nthe voting instruction card enclosed with this Proxy Statement; however, you will not be able to vote in person at the Meeting.\n\n(1) **You may vote by mail.** You may vote\nby mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we\nreceive your proxy card prior to the Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:\n\n●as\nyou instruct, and\n\n●according\nto the best judgment of the proxies if a proposal comes up for a vote at the Meeting that\nis not on the proxy card.\n\nIf you return a signed card, but do not provide\nvoting instructions, your shares will be voted:\n\n●for\nthe election of five directors of our Board; and\n\n●for\nthe ratification of the appointment of Marcum Asia CPAs LLP as our independent registered\npublic accounting firm for the fiscal year ending March 31, 2026.\n\n(2) **You may vote in person at the Meeting.**\nWe will pass out written ballots to anyone who wants to vote at the Meeting. However, if you hold your shares in street name, you must\nbring to the Meeting a valid proxy from the broker, bank or other nominee holding your shares that confirms your beneficial ownership\nof the shares and gives you the right to vote your shares. We encourage you to examine your proxy card closely to make sure you are voting\nall of your shares in the Company.\n\n(3) **You may vote online.** You may also\nhave access to the materials for the Meeting by visiting the website https://www.iproxydirect.com/AIHS\nuntil 11:59 p.m. Eastern Time on the day before the Meeting. You may also cast your vote by visiting https://www.iproxydirect.com/AIHS\nwith the voter control number included on your proxy card.\n\n(4) **You may vote by telephone.** Call 1-866-752-8683\nto vote by telephone until 11:59 p.m. Eastern Time on the day before the Meeting. Have your proxy card in hand when you call and then\nfollow the instructions.\n\n(5) **You may vote by fax.** Complete the\nreverse portion of this proxy card and fax to +1-202-521-3464 until 11:59 p.m. Eastern Time on the day before the Meeting.\n\n**What does it mean if I receive more than one\nproxy card?**\n\n** **\n\nYou may have multiple accounts at the transfer\nagent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.\n\n3\n\n**What if I change my mind after I return my\nproxy?**\n\n** **\n\nYou may revoke your proxy and change your vote\nat any time before the polls close at the Meeting. You may do this by:\n\n●sending\na written notice to the Secretary of the Company stating that you would like to revoke your\nproxy of a particular date;\n\n●signing\nanother proxy card with a later date and returning it before the polls close at the Meeting;\nor\n\n●attending\nthe Meeting and voting in person.\n\nPlease note, however, that if your shares are\nheld of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change\nyour vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held\nin street name, and you wish to attend and vote at the Meeting, you must bring to the Meeting a legal proxy from the broker, bank or\nother nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.\n\n**What happens if I do not give specific voting\ninstructions?**\n\n**Stockholder of Record**\n\n** **\n\nIf you are a registered stockholder of record\nand you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you sign, date and\nreturn a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended\nby the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their best judgment with respect\nto any other matters properly presented for a vote at the Meeting.\n\n**Beneficial Owners**\n\n** **\n\nIf you are a beneficial owner of shares held\nin street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds\nyour shares may generally vote at its discretion on routine matters but cannot vote on non-routine matters. If the organization that\nholds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform\nthe inspector of elections that it does not have the authority to vote on this matter with respect to your shares. This is generally\nreferred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute\nbroker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter\nbeing voted on at the Meeting, assuming that a quorum is obtained.\n\n**Which proposals are considered “routine”\nor “non-routine”?**\n\n** **\n\nThe ratification of the appointment of Marcum\nAsia CPAs LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026 (Proposal 2) is considered\nroutine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore broker non-votes are expected\nto exist in connection with Proposal 2. Each of Proposal 1 (The Election of Directors), Proposal 3 (Warrant Share Issuance), Proposal\n4 (Reverse Stock Split), Proposal 5 (Authorized Share Increase), and Proposal 6 (PIPE Transaction) is considered non-routine under applicable\nrules. A broker or other nominee cannot vote without instructions on non-routine matters, and, therefore, there may not be broker non-votes\non Proposals 1, 3, 4, 5, and 6.\n\n**How are votes counted?**\n\n** **\n\nYou may vote “for,” “against,”\nor “abstain” on each of the proposals being placed before our stockholders. Abstentions and broker non-votes (i.e., shares\nheld by brokers on behalf of their customers, which may not be voted on certain matters because the brokers have not received specific\nvoting instructions from their customers with respect to such matters) will be counted solely for the purpose of determining whether\na quorum is present at the Meeting.\n\n4\n\n**How many votes are required to elect the directors?**\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present or represented by proxy at the Meeting and entitled to vote thereon is required\nto elect each of the five nominees as directors. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.\n\n**How many votes are required to ratify the\nCompany’s independent public accountant?**\n\n** **\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present or represented by proxy at the Meeting and entitled to vote thereon is required\nto ratify Marcum Asia CPAs LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. Brokers\nwill have discretion to vote on this proposal but abstentions will have no direct effect on the outcome of this proposal.\n\n**Is my vote kept confidential?**\n\nYes. Proxies, ballots and voting tabulations\nidentifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.\n\n**Where do I find the voting results of the\nMeeting?**\n\nWe will announce voting results at the Meeting\nand file a Current Report on Form 8-K announcing the voting results of the Meeting.\n\n**Who can help answer my questions?**\n\nYou can contact our Chairman of the Board and\nChief Executive Officer, Mr. Ronggang (Jonathan) Zhang, at +86 28 88678707 or by sending a letter to him at the offices of the Company\nat 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China 610000 with any questions\nabout proposals described in this Proxy Statement or how to execute your vote.\n\n** **\n\n**2025 Annual Meeting of\nStockholders**\n\n** **\n\nThis Proxy Statement is being furnished to the holders\nof our Common Stock in connection with the solicitation of proxies for use at the Meeting. The Meeting is to be held at 9:00 a.m., Eastern\nTime, on June 11, 2026 at our offices located at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s\nRepublic of China 610000 and at any adjournment or adjournments thereof. The Company is soliciting proxies for use at the Meeting, including\nany postponements or adjournments.\n\n**Record Date; Mailing Date**\n\n** **\n\nThe Board has fixed the close of business on May 11, 2026 as the Record\nDate for the determination of stockholders entitled to notice of, and to vote and act at, the Meeting. Only stockholders of record at\nthe close of business on that date are entitled to be mailed proxy materials, and to vote and act at, the Meeting. We will begin mailing\nthe Proxy Materials to stockholders on or about May 15, 2026.\n\n**Proposals to be Submitted\nat the Meeting**\n\n** **\n\nAt the Meeting, stockholders will be acting upon\nthe following proposals:\n\n1.To elect five directors to serve\nuntil the 2026 annual meeting of stockholders, or until their successors are elected and\nqualified or until their earlier deaths, resignations or removals;\n\n2.To ratify the appointment of Marcum\nAsia CPAs LLP as the Company’s registered public accounting firm for the fiscal year\nending March 31, 2026;\n\n3.To approve,\nfor purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock underlying\nthe warrants issued pursuant to the Securities Purchase Agreement dated November 14, 2025;\n\n4.To authorize\n(but not require) the Board of Directors to effect one or more reverse stock splits of the\nCompany’s issued and outstanding Common Stock, at any time prior to the Company’s\nnext annual meeting of stockholders, with an aggregate ratio of up to one-for-one hundred\n(1:100);\n\n5.To approve an\namendment to the Company’s Articles of Incorporation to increase the total number of\nauthorized shares of Common Stock from 50,000,000 to 500,000,000; and\n\n6.To approve the\nissuance of shares of Common Stock and PIPE Warrants to purchase shares of Common Stock in\nconnection with the Company’s private placement of up to $11,000,000 pursuant to the\nSecurities Purchase Agreement dated April 23, 2026.\n\nWe will also transact any other business that\nproperly comes before the Meeting.\n\n5\n\n**Principal Offices**\n\n** **\n\nThe principal executive offices of the Company\nare located at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, China 610000. The Company’s telephone\nnumber at such address is +86 28 88678707.\n\n**Information Concerning\nSolicitation and Voting**\n\n** **\n\nAs of the Record Date, there were 4,557,489 outstanding shares of Common\nStock, each share entitled to one vote on each matter to be voted on at the Meeting. Only holders of shares of Common Stock on the Record\nDate will be entitled to vote at the Meeting. The presence in person or by proxy of holders of record of a majority of the shares outstanding\nand entitled to vote as of the Record Date shall be required for a quorum to transact business at the Meeting. If a quorum should not\nbe present, the Meeting may be adjourned until a quorum is obtained. To be elected, each nominee named in Proposal 1 must receive a majority\nof the votes of the shares of Common Stock cast in person or represented by proxy at the Meeting. For the purposes of election of directors,\nalthough abstentions will count toward the presence of a quorum, they will not be counted as votes cast and will have no effect on the\nresult of the vote. Proposal 2 must receive the affirmative vote of a majority of the votes cast in person or represented by proxy at\nthe Meeting in order to pass. “Broker non-votes,” which occur when brokers are prohibited from exercising discretionary voting\nauthority for beneficial owners who have not provided voting instructions, will not be counted for the purpose of determining the number\nof shares present in person or by proxy on a voting matter and will have no effect on the outcome of the vote for Proposal 1. Brokers\nwho hold shares in street name may vote on behalf of beneficial owners with respect to Proposal 2.\n\n**Expenses**\n\n** **\n\nThe expense of preparing, printing and mailing\nthe proxy materials and the proxies solicited hereby will be borne by the Company. In addition to the use of the mails, proxies may be\nsolicited by officers, directors and regular employees of the Company, without additional remuneration, by personal interviews, telephone,\nemail or facsimile transmission. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy\nmaterials to the beneficial owners of shares of Common Stock held of record and will provide reimbursements for the cost of forwarding\nthe material in accordance with customary charges.\n\n**Revocability of Proxies**\n\n** **\n\nProxies given by stockholders of record for use\nat the Meeting may be revoked at any time prior to the exercise of the powers conferred. In addition to revocation in any other manner\npermitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument in writing, executed by the stockholder\nor his attorney authorized in writing or, if the stockholder is a corporation, under its corporate seal, by an officer or attorney thereof\nduly authorized, and deposited either at the corporate headquarters of the Company at any time up to and including the last business\nday preceding the day of the Meeting, or any adjournments thereof, at which the proxy is to be used, or with the chairman of such Meeting\non the day of the Meeting or adjournments thereof, and upon either of such deposits the proxy is revoked.\n\nALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE\nWITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID\nPROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE\nTHE MEETING.\n\nTHE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”\nTHE APPROVAL OF EACH OF THE PROPOSALS TO BE SUBMITTED AT THE MEETING.\n\n6\n\n**PROPOSAL 1**\n\n** **\n\n**ELECTION OF DIRECTORS**\n\n** **\n\n**Nominees for Directors**\n\n** **\n\nFive directors are to be elected at the Meeting\nto serve until the 2026 annual meeting of stockholders, or until their successors are elected and qualified or until their earlier death,\nresignation or removal. The following table sets forth information concerning each nominee as of the date of the proxy statement.\n\n**Name**\n\n**Age**\n\n**Position(s)\nHeld**\n\n**Director\nSince**\n\nRonggang (Jonathan) Zhang\n\n73\n\nChief Executive Officer, Executive Director, Chairman\nof the Board of Directors\n\nNovember 2025\n\nChong Chen\n\n49\n\nDirector\n\nNovember 2025\n\nSi (Simon) Li\n\n41\n\nDirector\n\nNovember 2025\n\nJie Gao\n\n46\n\nDirector\n\nNovember 2018\n\nXiaojuan Lin\n\n59\n\nDirector\n\nJuly 2017\n\n** **\n\n**Mr. Ronggang (Jonathan) Zhang** has been\nthe Chief Executive Officer, Executive Director and Chairman of the Board of Directors of the Company since November 25, 2025. He has\nserved as an independent director of Chijet Motor Company, Inc. (Nasdaq: CJET) since September 2025. He has also served as an independent\ndirector of SOS Ltd (NYSE: SOS) from May 2020 to November 2025, as well as an independent director of NFT Limited (NYSE American: MI)\nfrom September 2023 to November 2025. He is the Chief Executive Officer of 5CGroup International Asset Management Co., Ltd. and Strategic\nDevelopment Consultant of SG & CO PRC Lawyers, positions he has held since 2015. Mr. Zhang has served since 2015 as master’s\nsupervisor of Zhejiang Sci-Tech University and visiting professor of Zhejiang NDRC Training Center. Mr. Zhang previously served as the\nDepartment Chief of Commercial Bureau of HEDA between 2003 and 2015 and as Chief of Investment Bureau of Ningbo Free Trade Zone between\n2000 and 2003. Mr. Zhang received his bachelor’s degree at Hubei University in 1987, and was a Visiting Scholar to the University\nof Newcastle upon Tyne, UK in 1996.\n\n**Mr. Chong Chen**has been a director of\nthe Company since November 25, 2025. He has served as the Financial Controller for Shenzhen Qianhai Huineng Technology Industrial Co.,\nLtd. since July 2020. From July 2018 to July 2020, Mr. Chen also served as the Director of Investment & Financing at Shenzhen Yongda\nElectronic Information Co., Ltd. Mr. Chen obtained his bachelor’s degree in accounting from Zhongnan University of Economics and\nLaw in 1999. Mr. Chen is a certified public accountant in both the United States and the United Kingdom.\n\n**Mr. Si (Simon) Li** has been a director\nof the Company since November 25, 2025. He has served as the Chief Financial Officer of Token Cat Limited (Nasdaq: TC) since June 2023.\nFrom June 2020 to May 2023, he served as the General Manager and Partner of Hongange (Beijing) Private Equity Fund Management Co., Ltd.\nMr. Li has also served as the General Manager of the Capital Operations Department of Avatar Technology (Chongqing) Co., Ltd. from August\n2019 to May 2020. Mr. Li obtained his bachelor’s degree in International Business and Trade from the Beijing Technology and Business\nUniversity in June 2007, a master’s degree in Applied Statistics from the University of Pennsylvania in July 2009, and a master’s\ndegree in executive business administration from Tsinghua University’s School of Economics and Management in 2025.\n\n**Ms. Jie Gao** has served as a director of\nthe Company since November 8, 2018. She has been the general manager of Hunan Ruixi, our majority owned subsidiary, since February 2018.\nShe has also served as the executive director of Ruixi Leasing, a wholly owned subsidiary of Hunan Ruixi, since April 2018. Prior to\nthat, she was the executive director of Guangdong Hu Mao Sheng Tang Fund Management Co., Ltd., a fund management company, from May 2017\nto January 2018, where she was responsible for the establishment and management of the finance and investment department. She served\nas the project director of finance and investment department of Resgreen Biotechnology Group Co., Ltd., a biotechnology company, from\nOctober 2003 to March 2017. Before that, she also served in administrative positions in electronic technology companies in Changsha,\nHunan, China. She received an associate’s degree in hotel secretary from Hunan University of Commerce in Changsha, Hunan, China.\nMs. Gao is qualified to serve on our board of directors due to her experience in business management, investment and finance.\n\n7\n\n**Ms. Xiaojuan Lin** has been a director of\nthe Company since July 20, 2017. Since March 2011, Ms. Lin has been the legal representative and Executive General Manager of Hunan Dinchentai\nInvestment Co. Ltd. She previously served as Deputy General Manager and Finance Manager of Hunan Xinhongxin Group from April 2004 to\nFebruary 2010 where she was in charge of the group’s finance, tax and accounting matters. From August 2000 to March 2004, Ms. Lin\nserved as Finance Manager for Northwest Region at Tianjin Jiashijian Commercial Group, where she managed the group’s finance, tax\nand accounting matters. She also acted as Budgeting and Accounting Manager of Cygent Hotel from 1986 to 2000. Ms. Lin holds a Bachelor’s\ndegree in Statistics from Hunan Finance University in Hunan, China. She is a Certified Public Accountant in China. Ms. Lin is qualified\nto serve on our board of directors due to her expertise in accounting and finance.\n\nThere are no arrangements between our directors\nand any other person pursuant to which our directors were nominated or elected for their positions. There are no family relationships\nbetween any of our directors or executive officers.\n\nThe enclosed proxy, if returned, and unless indicated\nto the contrary, will be voted for the election of the above nominees. Proxies cannot be voted for a greater number of persons than the\nnumber of nominees named.\n\nWe have been advised by each of the five nominees\nthat they are willing to be named as nominees and each are willing to serve as a director if elected. If some unexpected occurrence should\nmake necessary, in the discretion of the Board, the substitution of some other person for the nominees, it is the intention of the persons\nnamed in the proxy to vote for the election of such other person as may be designated by the Board.\n\n**Directors and Executive\nOfficers**\n\n** **\n\nThe table below sets forth the name, age and\nposition of our directors and executive officers, their ages as of the date of the proxy statement.\n\nName\nAge\nPosition\n\nRonggang (Jonathan) Zhang\n64\nChief Executive Officer, Executive Director and Chairman of the Board\n\nYafeng Li\n58\nChief Financial Officer\n\nHaitao Liu\n54\nChief Operating Officer\n\nChong Chen\n49\nDirector\n\nSi (Simon) Li\n42\nDirector\n\nJie Gao\n47\nDirector\n\nXiaojuan Lin\n60\nDirector\n\nBiographical information regarding the principal\noccupations of Ronggang (Jonathan) Zhang, Si (Simon) Li, Jie Gao and Xiaojuan Lin is set forth above under the heading “Nominees\nfor Directors.”\n\nHaitao Liu has been serving as the Chief Executive\nOfficer of Sichuan Senmiao since August 1, 2018. On September 10, 2020, Mr. Haitao Liu tendered his voluntary resignation as Chief Executive\nOfficer of Sichuan Senmiao. On the same date, the Board appointed Mr. Haitao Liu to serve as the Company’s Chief Operating Officer.\nMr. Liu previously served as Chief Executive Officer of Shenzhen Qianhai Tuteng Internet Financial Services Co., Ltd., a peer-to-peer\nonline lending company specialized in auto loans, from May 2015 to April 2018. Prior to that, he served as the Deputy General Manager\nof Chengdu High-Tech Zone Xingrui Microfinance Co., Ltd., a company offering loans to small businesses and individuals, from May 2012\nto April 2015, as the Chief Financial Officer of Sichuan Information Industry Co., Ltd., an information technology company, from July\n2006 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\nas a civil servant in Chenghua District People’s Government of Chengdu from June 1993 to June 2000. Mr. Liu received a master’s\ndegree in EMBA (Finance) from Southwestern University of Finance and Economics, a bachelor’s degree in Business Administration\nfrom Southwest Jiaotong University and an associate degree in Commercial Economy from Southwestern University of Finance and Economics\nin China.\n\n8\n\n**Certain Legal Proceedings**\n\n** **\n\nNone of the Company’s directors and executive\nofficers have been involved, in the past ten years and in a manner material to an evaluation of such person’s ability or integrity\nto serve in their respective position, in any of those “certain legal proceedings” more fully detailed in Item 401(f) of\nRegulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual\nviolated federal or state securities laws.\n\nThere are no material proceedings in which any\nof the Company’s directors, officers or affiliates, stockholders owning more than 5% of the Common Stock, or any associate of any\nsuch director, officer, affiliate, and stockholder of the Company, is a party adverse to the Company or any of its subsidiaries and variable\ninterest entities or has a material interest adverse to the Company or any of its subsidiaries and variable interest entities.\n\n**Director Independence**\n\n** **\n\nOur Board is composed of a majority of independent\ndirectors as required by the listing rules of the Nasdaq Stock Market (“Nasdaq”). Our board of directors has determined that\neach of Mr. Chen, Mr. Li and Ms. Lin qualifies as an “independent director” under the Nasdaq listing rules, which is defined\ngenerally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,\nwhich, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment\nin carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent\ndirectors are present.\n\n**Meetings of the Board,\nCommittees and Stockholders**\n\n** **\n\nDuring the fiscal year ended March 31, 2025,\nour Board held one meeting, our Audit Committee held four meetings, our Compensation Committee held no meetings and our Nominating and\nCorporate Governance Committee held no meetings. These meetings include those that were held in person and by means of a telephone call\nbut do not include actions taken by unanimous written consent.\n\nEach member of the Board attended or participated\nin 75% or more of the aggregate of (i) the total number of meetings of the Board held during the fiscal year ended March 31, 2025, and\n(ii) the total number of meetings held by each committee of the Board on which such member served during the fiscal year ended March\n31, 2025.\n\n9\n\n**Board Committees**\n\n** **\n\nOur board of directors currently has an Audit\nCommittee, Compensation Committee, and Nomination and Corporate Governance Committee. Each committee’s members and functions are\ndescribed below.\n\n**Audit Committee.** Our audit committee consists\nof Mr. Chen, Mr. Li and Ms. Lin, and is chaired by Mr. Li. Each of our audit committee members satisfies the “independence”\nrequirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. The audit committee\noversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee\nis responsible for, among other things:\n\n●selecting\nthe independent registered public accounting firm and pre-screening all auditing and non-auditing\nservices permitted to be performed by the independent registered public accounting firm;\n\n●reviewing\nwith the independent registered public accounting firm any audit problems or difficulties\nand management’s response;\n\n●reviewing\nand approving all proposed related party transactions, as defined in Item 404 of Regulation\nS-K under the Securities Act;\n\n●discussing\nthe annual audited financial statements with management and the independent registered public\naccounting firm;\n\n●reviewing\nthe adequacy of our internal controls and any special audit steps adopted in light of material\ncontrol deficiencies;\n\n●annually\nreviewing and reassessing the adequacy of our audit committee charter;\n\n●meeting\nseparately and periodically with management and the independent registered public accounting\nfirm; and\n\n●reporting\nto the board of directors.\n\n**Compensation Committee.** Our compensation\ncommittee consists of Mr. Chen, Mr. Li and Ms. Lin, and is chaired by Ms. Lin. Each of the compensation committee members satisfies the\n“independence” requirements of the listing rules of Nasdaq. The compensation committee assists the board of directors in\nreviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.\nOur executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation\ncommittee is responsible for, among other things:\n\n●reviewing\nthe total compensation package for our executive officers and making recommendations to the\nboard of directors with respect to it;\n\n●approving\nand overseeing the total compensation package for our executives other than the three most\nsenior executives;\n\n●reviewing\nthe compensation of our directors and making recommendations to the board of directors with\nrespect to it; and\n\n●periodically\nreviewing and approving any long-term incentive compensation or equity plans, programs or\nsimilar arrangements, annual bonuses, and employee pension and welfare benefit plans.\n\n10\n\nOur compensation committee charter states that\nour compensation committee shall delegate to our executive management the right and power to specifically grant bonus awards to each\nCompany employee within the aggregate limits and parameters set by the compensation committee. In addition, our compensation committee\nmay delegate authority, consistent with our compensation committee charter, to one or more compensation committee members or subcommittees\ncomprised of one or more compensation committee members, when appropriate. Any such member, members or subcommittee shall be subject\nto our compensation committee charter. The decisions of any such member, members or subcommittees to which authority is delegated under\nthis paragraph shall be presented to the full compensation committee at its next regularly scheduled meeting.\n\nUnder our compensation committee charter, our\nChief Executive Officer shall recommend the compensation of the executive officers of the Company, other than him or herself, to the\ncompensation committee. Such recommendation shall be reviewed by the compensation committee, which will then determine the compensation\nof the executive officers other than that of our Chief Executive Officer. The compensation committee determines the compensation of our\nChief Executive Officer in an executive session at which our Chief Executive Officer is not present.\n\n**Nominating and Corporate Governance Committee.**\nOur nominating and corporate governance committee consists of Mr. Chen, Mr. Li and Ms. Lin, and is chaired by Mr. Chen. Each member of\nour nominating and corporate governance committee satisfies the “independence” requirements of the Nasdaq listing rules.\nThe nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors\nand in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is\nresponsible for, among other things:\n\n●recommending\nnominees to the board of directors for election or re-election to the board of directors,\nor for appointment to fill any vacancy on the board of directors;\n\n●reviewing\nannually with the board of directors the current composition of the board of directors with\nregards to characteristics such as independence, age, skills, experience and availability\nof service to us;\n\n●selecting\nand recommending to the board of directors the names of directors to serve as members of\nthe audit committee and the compensation committee, as well as of the nominating and corporate\ngovernance committee itself; and\n\n●monitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy\nand effectiveness of our procedures to ensure proper compliance.\n\n**Nomination Process**\n\n** **\n\nWhen seeking candidates for director, the Nominating\nand Corporate Governance Committee may solicit suggestions from incumbent directors, management or stockholders. The committee will consider\ndirector candidates proposed by stockholders, provided that the stockholder recommendation complies with the Company’s By-law provisions\nrequiring that stockholder submissions be submitted to the Company’s Secretary at its principal executive offices in a timely manner\nand include the information called for in the Company’s By-laws and the charter of the Nominating and Corporate Governance Committee\nconcerning (a) the potential nominee and (b) the person proposing the nomination.\n\nThe Nominating and Corporate Governance Committee\nwill apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee. In addition,\nthe Nominating and Corporate Governance Committee has authority under its charter to retain a search firm to assist the Company with\nidentifying and evaluating Board candidates who have the backgrounds, skills and experience that the Committee has identified as desired\nin director candidates. During the fiscal year ended March 31, 2025, the Nominating and Corporate Governance Committee did not engage\nany third parties to assist in the identification of nominees. During the fiscal year ended March 31, 2025, we did not receive any director\nnominee suggestions from stockholders.\n\nAfter conducting an initial evaluation of a potential\ncandidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes such candidate might be suitable\nto be a director. The candidate may also meet with other members of the Board. At the candidate’s request, they may also meet with\nmanagement. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will\nrecommend that candidate’s election to the full Board.\n\nThe Nominating and Corporate Governance Committee\nselects each nominee based on the nominee’s skills, achievements and experience. The Nominating and Corporate Governance Committee\nconsiders a variety of factors in selecting candidates. The minimum characteristics that the Committee believes must be met include:\nindependence, wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business\nor professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness\nto speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.\n\n11\n\nIn making its selection of candidates to recommend\nfor election, the Nominating and Corporate Governance Committee will consider candidates from diverse professional, racial, cultural,\nethnic and gender backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity.\n\n** **\n\n**Board Leadership Structure\nand Role in Risk Oversight**\n\n** **\n\nRonggang (Jonathan) Zhang is our Chairman and\nChief Executive Officer. We have four independent directors but do not have a lead independent director. Our Board has three standing\ncommittees, each of which is comprised solely of independent directors with a committee chair. The Board believes that the Company’s\nChief Executive Officer is best situated to serve as the Chairman of the Board because he is the director most familiar with our business\nand industry and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having\na single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership\nstructure has served the Company well.\n\nOur Board has overall responsibility for risk\noversight. Our Board administers this oversight function directly through our Board as a whole, as well as through various standing committees\nof our Board that address risks inherent in their respective areas of oversight. In particular:\n\n●The\nAudit Committee oversees the Company’s risk policies and processes relating to the\nfinancial statements and financial reporting processes, as well as key credit risks, liquidity\nrisks, market risks and compliance, and the guidelines, policies and processes for monitoring\nand mitigating those risks.\n\n●The\nNominating and Corporate Governance Committee oversees risks related to the Company’s\ngovernance structure and processes.\n\n**Delinquent Section 16(a)\nReports**\n\n** **\n\nSection 16(a) of the Securities Exchange Act\nof 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file\nreports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all\nSection 16(a) forms they file. Based solely upon a review of such forms, we believe that during the fiscal year ended March 31, 2025\nthere were no delinquent filers.\n\n**Code of Ethics**\n\n** **\n\nWe have adopted a written code of ethics that\napplies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Stock Market and the SEC. We have\nfiled copies of our code of ethics, our audit committee charter, our compensation committee charter and our nominating committee charter\nas exhibits to our registration statement in connection with our IPO. You may review these documents by accessing our public filings\nat the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request\nto us.\n\n**Audit Committee Report***\n\n** **\n\nThe Audit Committee during the fiscal year ended\nMarch 31, 2025 was composed of the following three former directors: Ms. Xiaojuan Lin, Mr. Trent D. Davis and Ms. Sichun Wang, each of\nwhom is independent as defined by the rules of Nasdaq. Ms. Wang served as chairperson of the Audit Committee.\n\nManagement is responsible for the Company’s\nfinancial statements, financial reporting process and systems of internal accounting and financial reporting control. The Audit Committee’s\nresponsibility is to oversee all aspects of the financial reporting process on behalf of the Board. The responsibilities of the Audit\nCommittee also include engaging and evaluating the performance of Marcum Asia CPAs LLP (“Marcum Asia”) that serves as the\nCompany’s independent auditor.\n\nThe Audit Committee has reviewed and discussed\nthe audited financial statements for the fiscal year ended March 31, 2025 with the Company’s management and Marcum Asia. The Audit\nCommittee has also discussed with Marcum Asia the matters required to be discussed by applicable requirements of the Public Company Accounting\nOversight Board (“PCAOB”) and the SEC.\n\nThe Audit Committee also has received and reviewed\nthe written disclosures and the letter from Marcum Asia required by applicable requirements of the PCAOB regarding Marcum Asia’s\ncommunications with the Audit Committee concerning independence, and has discussed with Marcum Asia its independence.\n\nIn reliance on the reviews and discussions referred\nto above, the Audit Committee recommended (and the Board approved) that the Company’s audited financial statements referred to\nabove be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 for filing with the SEC.\n\n*The information contained in this Audit Committee\nReport shall not be deemed to be “soliciting material” or “filed”\nor incorporated by reference in future filings with the SEC, or subject to the liabilities\nof Section 18 of the Exchange Act, except to the extent that the Company specifically requests\nthat the information be treated as soliciting material or specifically incorporates it by\nreference into a document filed under the Securities Act or the Exchange Act.\n\n12\n\n**Audit Committee of the Board**\n\n** **\n\nSichun Wang, Chairperson\n\nXiaojuan Lin\n\nTrent D. Davis\n\n**Beneficial Ownership of\nPrincipal Stockholders, Officers and Directors**\n\n** **\n\nAs of May 11, 2026, there were 4,557,489 shares of Common Stock outstanding.\nThe following table sets forth certain information known to us with respect to the beneficial ownership of Common Stock as of that date\nby (i) each of our directors and executive officers, (ii) all of our directors and executive officers as a group, and (iii) each person,\nor group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock.\n\nUnless otherwise indicated, we believe that all\npersons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.\n\nAmount and\n\nNature of\nPercentage of\n\nBeneficial\nOutstanding\n\nName and Address of Beneficial Owner (1)\nOwnership\nShares\n\nOfficers and Directors\n\nRonggang (Jonathan) Zhang\n0\n*\n\nHaitao Liu (2)\n909\n*\n\nYafeng Li\n0\n*\n\nSi (Simon) Li\n0\n*\n\nXiaojuan Lin (3)\n5,349\n*\n\nChong Chen\n0\n*\n\nJie Gao (4)\n4,849\n*\n\nAll directors and executive officers as a group (seven individuals)\n11,107\n*\n\n*\nLess than 1%.\n\n(1)\nUnless otherwise indicated,\nthe business address of each of the individuals is 16F, Building A, Shihao Square, Middle Jiannan Avenue, High-Tech Zone, Chengdu,\nSichuan, China.\n\n(2)\nRepresents 909 shares of\ncommon stock underlying 909 RSUs, of which, 227 RSUs have been vested but the underlying shares of common stock of which have not\nbeen issued as of the date of this proxy statement.\n\n(3)\nRepresents 5,349 shares\nof common stock underlying 5,349 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of which have\nnot been issued as of the date of this proxy statement.\n\n(4)\nRepresents 4,849 shares\nof common stock underlying 4,849 RSUs, of which, 455 RSUs have been vested but the underlying shares of common stock of which have\nnot been issued as of the date of this proxy statement.\n\n** **\n\n13\n\n**Executive\nCompensation**\n\n** **\n\n**Summary Compensation Table**\n\nThe following table\nsets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the executive officers\nof our company during the years ended March 31, 2025 and 2024. For purposes of this document, these individuals are collectively referred\nto as the “named executive officers” of the Company.\n\n** **\n\nNon-equity\nNonqualified\n\nStock\nOption\nincentive\nplan\ndeferred\ncompensation\nAll other\n\nSalary\nBonus\nawards\nawards\ncompensation\nearnings\ncompensation\nTotal\n\nName and principal position\nYear\n($)\n($)\n($)\n($)\n($)\n($)\n($)\n($)\n\nXi Wen\n2025\n83,145\n—\n—\n—\n—\n—\n—\n83,145\n\nChief Executive Officer,\n\nChairman, President and Secretary*\n2024\n183,716\n—\n—\n—\n—\n—\n—\n183,716\n\nXiaoyuan Zhang,\n2025\n56,151\n—\n—\n—\n—\n—\n—\n56,151\n\nChief Financial Officer and Treasurer\n2024\n75,372\n—\n—\n—\n—\n—\n—\n75,372\n\nHaitao Liu\n2025\n56,123\n—\n—\n—\n—\n—\n—\n56,123\n\nChief Operating Officer\n2024\n75,344\n—\n—\n—\n—\n—\n—\n75,344\n\n*\nExcept Mr. Wen’s\nsalaries paid for his services as Chief Executive Officer of the Company, other executive officers received their salaries in Renminbi\nwhich were translated into U.S. dollars at the average exchange rate used to translate statement of operations items, which was RMB7.2163\nto US$1.00 for the year ended March 31, 2025 and RMB7.1671 to US$1.00 for the year ended March 31, 2024.\n\n**Employment Agreements\nand Potential Payments Upon Termination**\n\n** **\n\n**Xi Wen, Chief Executive Officer, Chairman\nof the Board, President and Secretary**\n\nOn May 27, 2019,\nthe Company and Mr. Wen entered into an employment agreement (the “Wen Agreement”) to memorialize the compensation arrangement\nand the other terms of Mr. Wen’s continuing employment with the Company and Sichuan Senmiao. Under the Wen Agreement, Mr. Wen\nis entitled to the following compensation: (i) an annual salary of US$100,000 for his service as Chief Executive Officer of the\nCompany, payable quarterly in arrears, starting upon the Company’s receipt of proceeds from a financing of at least $1,000,000;\n(ii) an annual salary of RMB600,000 (approximately US$87,354) for his service as the Executive Director for Sichuan Senmiao, payable\nmonthly in arrears starting upon the Company’s receipt of proceeds from a financing of at least $1 million; and (iii) a cash\nbonus of up to US$50,000 for his services as Chief Executive Officer of the Company for each fiscal year upon satisfaction of certain\nannual performance targets as reviewed by the Compensation Committee.\n\nMr. Wen is also\nentitled to participate in the Company’s equity incentive plans and other Company benefits (including health insurance, vacation\nand expense reimbursement), each in accordance with the Company’s policies as determined by the Board from time to time. The Wen\nAgreement has an initial term of three years and is subject to successive, automatic one-year extensions unless either party gives notice\nof non-extension to the other party at least 30 days prior to the end of the applicable term.\n\nPursuant to the Wen\nAgreement, the Company may terminate Mr. Wen’s employment for cause (as defined in the Wen Agreement), at any time, without\nnotice. Upon a termination for cause, Mr. Wen will not be entitled to receive payment of any severance benefits or other amounts\nby reason of the termination, and his right to all other benefits will terminate, except as required by any applicable law.\n\nThe Company may also\nterminate Mr. Wen’s employment without cause upon 30 days’ advance written notice. In the case of such a termination\nby the Company, the Company is required to provide the following severance payments and benefits to Mr. Wen: (1) a lump sum\ncash payment equal to three (3) months of the base salary as of the date of such termination; (2) a lump sum cash payment equal\nto a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums\nfor continued health benefits under the Company’s health plans for three (3) months following the termination, if any; and\n(4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by Mr. Wen.\n\nIn addition, if the\nCompany or its successor terminates the Wen Agreement upon a merger, consolidation, or transfer or sale of all or substantially all of\nthe assets of the Company with or to any other individual(s) or entity, Mr. Wen shall be entitled to the following severance\npayments and benefits upon such termination: (1) a lump sum cash payment equal to three months of the base salary at a rate equal\nto the greater of his annual salary in effect immediately prior to the termination, or his then current annual salary as of the date\nof such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately\npreceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for three\nmonths following the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards\nheld by Mr. Wen.\n\nPursuant to the Wen\nAgreement, Mr. Wen may terminate his employment at any time with 30 days’ advance written notice without cause or if there\nis any significant change in his authority, duties and responsibilities or a material reduction in his annual salary. In such case, Mr. Wen\nwill be entitled to receive compensation equivalent to three months of his base salary.\n\n14\n\n** **\n\nIn order to receive\nany severance benefits under the Wen Agreement, Mr. Wen will be required to execute and deliver to the Company a general release\nof claims in a form reasonably satisfactory to the Board. During the year ended March 31, 2025, the Compensation Committee and the Board\napproved a modified compensation of Mr. Wen, pursuant to which, Wen was entitled to an annual salary of RMB600,000 (approximately $84,000)\nfor his service as Chief Executive Officer of the Company and the Executive Director for Sichuan Senmiao since April 1, 2024.\n\n** **\n\nThe Wen Agreement also\ncontains customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.** **\n\n** **\n\n**Xiaoyuan Zhang, Chief Financial\nOfficer and Treasurer**\n\nOn September 17,\n2018, the Company and Ms. Zhang entered into an employment agreement (the “Zhang Agreement”). Under the Zhang Agreement,\nMs. Zhang is entitled to an annual salary of RMB540,000 (approximately US$78,620) for her services as Chief Financial Officer and\nTreasurer of the Company. She is also entitled to participate in the Company’s equity incentive plans and other Company benefits,\neach as determined by the Board from time to time. Her employment has an initial term of one year and is subject to successive, automatic\none-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\nterm.\n\nPursuant to the Zhang\nAgreement, the Company may terminate Ms. Zhang’s employment for cause, at any time, without notice or remuneration, for certain\nacts, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to the detriment of the Company, or misconduct\nor a failure to perform agreed duties. In such case, Ms. Zhang will not be entitled to receive payment of any severance benefits\nor other amounts by reason of the termination, and her right to all other benefits will terminate, except as required by any applicable\nlaw. The Company may also terminate Ms. Zhang’s employment without cause upon 30 days’ advance written notice. In such\ncase of termination by the Company, the Company is required to provide the following severance payments and benefits to Ms. Zhang:\na 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\nbut 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\nno more than six months, provided that the total severance payments shall not exceed twelve months of base salary.\n\nPursuant to the Zhang\nAgreement, Ms. Zhang may terminate her employment at any time with 30 days’ advance written notice if there is any significant\nchange in her duties and responsibilities or a material reduction in her annual salary. In such case, Ms. Zhang will be entitled\nto receive compensation equivalent to 3 months of her base salary. In addition, if the Company or its successor terminates the Zhang\nAgreement upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to\nany other individual(s) or entity, Ms. Zhang shall be entitled to the following severance payments and benefits upon such termination:\n(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\nimmediately prior to the termination, or her then current annual salary as of the date of such termination; (2) a lump sum cash\npayment equal to a pro-rated amount of target annual bonus for the year immediately preceding the termination; (3) payment of premiums\nfor continued health benefits under the Company’s health plans for 3 months following the termination; and (4) immediate vesting\nof 100% of the then-unvested portion of any outstanding equity awards held by Ms. Zhang.\n\nDuring the year ended\nMarch 31, 2025, the Compensation Committee and the Board approved a modified compensation of Ms. Zhang, pursuant to which, Ms. Zhang\nwas entitled to an annual salary of RMB270,000 (approximately $38,000) for her service as the Chief Financial Officer and Treasurer of\nthe Company since September 1, 2024.\n\nThe Zhang Agreement\nalso contains customary restrictive covenants relating to confidentiality, non-competition and non-solicitation.\n\n** **\n\n**Haitao Liu, Chief Operating Officer**\n\nMr. Liu serves\nas the Chief Executive Officer of Sichuan Senmiao pursuant to his employment agreement with Sichuan Senmiao, dated August 1, 2018.\nThe 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\n(approximately US$6,551) except that he will receive RMB36,000 (approximately US$5,241) for his probation period. The employment may\nbe terminated (i) by mutual consent, (ii) immediately for cause by Sichuan Senmiao, (iii) for incapacity after non-work\nrelated illness or injury by Sichuan Senmiao with a 30-day prior written notice or a one-month salary as severance payment, (iii) by\na 30-day prior written notice from Mr. Liu and a three-day prior notice during the probation period, or (iv) immediately for\ncause by Mr. Liu. In connection with the employment agreement, Mr. Liu and Sichuan Senmiao entered into a confidentiality agreement,\npursuant to which Mr. Liu agreed not to release or disclose Sichuan Senmiao’s confidential information.\n\nDespite the expiration\nof his employment agreement, Mr. Liu has agreed to continue to serve as the Chief Executive Officer of Sichuan Senmiao as well as\nassist to oversee our Automobile Transaction and Related Services after the discontinuation of our P2P business under the same terms\nof his employment agreement.\n\nOn September 10,\n2020, Mr. Haitao Liu tendered his voluntary resignation as Chief Executive Officer of Sichuan Senmiao. On the same date, the Board\nappointed Mr. Haitao Liu to serve as the Company’s Chief Operating Officer. Effective September 11, 2020, the Company\nand Mr. Liu entered into an employment agreement (the “Liu Agreement”). Under the Liu Agreement, Mr. Liu is entitled\nto an annual salary of RMB540,000 (approximately US$77,000) for his service as Chief Operating Officer of the Company. He is also entitled\nto participate in the Company’s equity incentive plans and other Company benefits, each as determined by the Board from time to\ntime. His employment has an initial term of one year and is subject to successive, automatic one-year extensions unless either party\ngives notice of non-extension to the other party at least 30 days prior to the end of the applicable term.\n\nDuring the year ended\nMarch 31, 2025, the Compensation Committee and the Board approved a modified compensation of Mr. Liu, pursuant to which, Mr. Liu was\nentitled to an annual salary of RMB270,000 (approximately $38,000) for his service as the Chief Operating Officer of the Company since\nSeptember 1, 2024.\n\n** **\n\n15\n\n**Outstanding Equity Awards at Fiscal Year-End**\n\nAs of Mach 31, 2025, there was no outstanding\nequity awards of executive officers.\n\n**Director Compensation**\n\nThe following table\nsets forth certain information concerning the compensation of our then serving executive directors for the fiscal year ended March 31,\n2025, except that the compensation of Xi Wen as a director is included in “– *Summary Compensation Table*”:\n\nFees earned or\nStock\nOption\nNon-equity\n\nincentive\n\nplan\nNonqualified\n\ndeferred\n\ncompensation\nAll other\n\npaid in\nawards\nawards\ncompensation\nearnings\ncompensation\nTotal\n\ncash $\n$\n$\n$\n$\n$\n$\n\nXiaojuan Lin\n20,000\n—\n—\n—\n—\n—\n20,000\n\nTrent Davis\n40,000\n—\n—\n—\n—\n—\n40,000\n\nSichun Wang\n20,000\n—\n—\n—\n—\n—\n20,000\n\nJie Gao\n20,000\n—\n—\n—\n—\n—\n20,000\n\nThe Company has accrued\npayments to each of the directors an annual retainer of $20,000 except that Mr. Trent with an annual retainer of $40,000\nfor the fiscal years ended March 31, 2025 and 2024. The Company expect to settle the payment within December 2025. They will also be\nreimbursed for reasonable, pre-approved expenses in connection with the performance of their services.\n\nAs of March 31, 2025,\nthe Company has issued accumulated 23,720 RSUs (after reverse split) to directors, of which 2,273 was vested but not issued by the Company.\nDuring the year ended March 31, 2025, the Company did not issue RSUs to directors. The Company accounted for the vested RSUs as expenses\nand charged to common stock. The fair value of the vested RSUs is calculated at the grant date market price of the Company’s common\nstock multiplying by the number of vested shares. The Company expects to settle the vested RSUs by issuance of shares of common stock\nwithin December 2025.\n\n** **\n\n**Certain Relationships\nand Related Person Transactions**\n\nOur audit committee\nmust review and approve any related person transaction we propose to enter into which would need to be disclosed under Item 404(a) of\nRegulation S-K. Our audit committee charter details the policies and procedures relating to transactions that may present actual, potential\nor perceived conflicts of interest and may raise questions as to whether such transactions are consistent with the best interest of our\ncompany and our stockholders.\n\n*Related Parties’\nOffice Leasing*\n\nIn December 2023, Senmiao\nConsulting entered into an office lease agreement with the supervisor of Sichuan Senmiao, with a leasing term from January 1, 2024 to\nJune 30, 2024. For the years ended March 31, 2025 and 2024, we incurred $4,532 and $96,614, respectively, in rental expenses to the shareholder.\n\nIn September 2019, Hunan\nRuixi entered into an office lease agreement which was set to expire in May 2025 with Hunan Dingchentai Investment Co., Ltd. (“Dingchentai”),\na Company where one of our independent directors serves as legal representative and general manager. The rent was approximately $44,250\nper year, payable on a quarterly basis. For the years ended March 31, 2025 and 2024, we incurred expense of $41,691 and $41,668, respectively,\nin rent to Dingchentai.\n\nWe had reached cooperation\nwith Jinkailong, our equity investee company, that the drivers who leased automobile from Jinkailong completed their online ride-hailing\nrequests and orders through our ride-hailing platform, and we paid Jinkailong a certain promotion service fee. During the year ended\nMarch 31, 2024, we incurred promotion fee of $11,115 payable to Jinkailong while there was no such transaction during the year ended\nMarch 31, 2025.\n\nDuring the years ended\nMarch 31, 2025 and 2024, Corenel leased automobiles to Jinkailong and generated revenue of $14,109 and $34,742, respectively. During\nthe year ended March 31, 2025, Jiekai leased automobiles to Laobing, and two other related parties, Sichuan Xindaoda Automobile Sales\nService Co., Ltd. (“Xindaoda”), and Sichuan Rongdu Daoda Automobile Sales Service Co., Ltd. and generated revenue of $8,509,\n$10,937, and $12,906, respectively, while there were no such transactions during the year ended March 31, 2024.\n\nDuring the year ended\nMarch 31, 2025, Jiekai leased automobiles from Jinkailong, Laobing and Xindaoda, and had a rental cost of $93,872, $7,854 and $12,642,\nrespectively. While during the year ended March 31, 2024, Jiekai leased automobiles from Jinkailong and had a rental cost of $472,848.\n\n**Vote Required for Approval**\n\n** **\n\nEach director nominee receiving a majority of\nthe votes cast at the Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected.\n\n**THE BOARD RECOMMENDS A VOTE “FOR”\nTHE ELECTION OF FIVE DIRECTORS.**\n\n16\n\n** **\n\n**PROPOSAL 2**\n\n** **\n\n**RATIFICATION OF THE APPOINTMENT OF THE**\n\n**COMPANY’S REGISTERED PUBLIC ACCOUNTING\nFIRM**\n\n** **\n\n**Overview**\n\n** **\n\nThe Audit Committee is directly responsible for\nthe appointment, compensation, retention and oversight of the work of the Company’s independent registered public accountants.\nThe Audit Committee appointed the firm of Marcum Asia CPAs LLP (“Marcum Asia”) to serve as our registered public accounting\nfirm for our fiscal year ending March 31, 2026. The report of Marcum Asia on our consolidated financial statements for the fiscal year\nended March 31, 2025 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit\nscope or accounting principles.\n\n**Principal Accountant Fees and Services**\n\nThe following table\nshows the fees that we paid or accrued for the audit and other services provided by our independent registered public accounting firms\nfor the fiscal years ended March 31, 2025 and 2024.\n\nFiscal\nYear\nFiscal\nYear\n\nEnded\nEnded\n\nMarch 31,\nMarch 31,\n\nFee Category\n2025\n2024\n\nAudit Fees (1)\n$315,300\n$302,000\n\nAudit-Related Fees (2)\n$—\n$20,600\n\nTax Fees (3)\n$—\n$—\n\nAll Other Fees (4)\n$—\n$—\n\n(1)\nThis category consists\nof fees for professional services rendered by our principal independent registered public accountants for the audit of our annual\nfinancial statements, review of financial statements included in our quarterly reports and services that are normally provided by\nthe independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal\nyears.\n\n(2)\nThis category consists\nof fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance\nof the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the\nfees disclosed under this category include consultations concerning financial accounting and reporting standards.\n\n(3)\nThis category consists\nof fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax\nplanning.\n\n(4)\nThis category consists\nof fees for services provided by our independent registered public accountants other than the services described above.\n\n** **\n\n**Policy on Pre-Approval of Audit Services**\n\nOur audit committee\npre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm.\n\n** **\n\n**Vote Required for Approval**\n\n** **\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote thereon\nis required to approve this proposal.\n\n**THE BOARD RECOMMENDS A VOTE “FOR”\nTHE RATIFICATION OF THE APPOINTMENT OF MARCUM ASIA AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING\nMARCH 31, 2026.**\n\n17\n\n**PROPOSAL 3**\n\n**APPROVAL OF THE ISSUANCE OF SHARES UNDERLYING\nWARRANTS ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED NOVEMBER 14, 2025**\n\n**Background**\n\nOn November 14, 2025, the Company entered into\na securities purchase agreement (the “Agreement”) with certain accredited investors (the “Investors”) providing\nfor the issuance of 1,350,000 shares of Common Stock and 905,000 pre-funded warrants to purchase 905,000 shares of Common Stock, at a\npurchase price of $1.26 per share, in a registered direct offering (the “Offering”) for aggregate gross proceeds of approximately\n$2.8 million. The Offering closed on November 20, 2025.\n\nIn connection with the Offering, the Company\nalso agreed to issue to the Investors, in a concurrent private placement, warrants to purchase up to 4,510,000 shares of Common Stock\n(the “Warrant Shares” and such warrants, the “Warrants”). The Warrants will be issued by the Company upon receipt\nof stockholder approval of this Proposal 3 (the “Stockholder Approval”). Upon issuance, the Warrants will have a term of\nfive and a half years (5.5 years), will be exercisable immediately upon issuance, and will have an exercise price of $1.26 per share.\n\n**Reasons for the Proposal**\n\nThe Company’s Common Stock is listed on\nthe Nasdaq Capital Market, and the Company is subject to the Nasdaq Listing Rules. Nasdaq Listing Rule 5635(d) requires stockholder approval\nprior to the issuance of securities in connection with a transaction other than a public offering if such issuance equals 20% or more\nof the Common Stock or 20% or more of the voting power outstanding before such issuance at a price less than the “Minimum Price”\n(as defined under Nasdaq Listing Rules). The issuance of the Warrant Shares upon exercise of the Warrants would, in the aggregate, exceed\n20% of the Company’s issued and outstanding Common Stock prior to the Offering. Accordingly, the Company is seeking stockholder\napproval for the issuance of the Warrant Shares in order to comply with Nasdaq Listing Rule 5635(d).\n\nThe Board has determined that the Offering and\nthe concurrent private placement of the Warrants are in the best interests of the Company and its stockholders, as the gross proceeds\nof approximately $2.8 million from the Offering provide the Company with additional working capital to support its ongoing operations\nand business objectives.\n\n**Effect of Approval**\n\nIf this Proposal 3 is approved by stockholders,\nthe Company will be authorized to issue the Warrants to the Investors, and the Investors will be entitled to exercise the Warrants to\npurchase up to 4,510,000 Warrant Shares at an exercise price of $1.26 per share at any time during the 5.5-year term of the Warrants.\n\nIf this Proposal 3 is not approved by stockholders,\nthe Company will be unable to issue the Warrants to the Investors. This may adversely affect the Company’s relationship with the\nInvestors and could impair the Company’s ability to raise capital from similar investor groups in the future.\n\n**Vote Required for Approval**\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote thereon\nis required to approve this Proposal 3. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.\n\nTHE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”\nTHE APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UNDERLYING THE WARRANTS ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED\nNOVEMBER 14, 2025.\n\n18\n\n**PROPOSAL 4**\n\n**REVERSE STOCK SPLIT PROPOSAL**\n\n**Background and Purpose**\n\nThe Board of Directors is asking stockholders\nto authorize (but not require) the Board to effect one or more reverse stock splits of the Company’s issued and outstanding Common\nStock, par value $0.0001 per share, at any time prior to the Company’s next annual meeting of stockholders, with an aggregate ratio\nof up to one-for-one hundred (1:100). The exact timing and ratio of any reverse stock split would be determined by the Board of Directors\nin its sole discretion, subject to the filing of an appropriate amendment to the Company’s Articles of Incorporation with the Nevada\nSecretary of State.\n\nThe primary purpose of the reverse stock split\nauthorization is to enable the Board to take action, if and when it deems appropriate, to increase the per-share trading price of the\nCommon Stock. The Board believes that maintaining flexibility to effect a reverse stock split is in the best interests of the Company\nand its stockholders for the following reasons:\n\n●**Nasdaq\nCompliance.** The Company’s Common Stock is listed on the Nasdaq Capital Market.\nNasdaq Listing Rule 5550(a)(2) requires that listed companies maintain a minimum bid price\nof at least $1.00 per share. A reverse stock split, if effected, may increase the trading\nprice of the Common Stock and assist the Company in maintaining compliance with this minimum\nbid price requirement.\n\n●**Investor\nAppeal.** A higher per-share price may be more attractive to certain institutional and\nother investors, which may improve the liquidity and marketability of the Common Stock.\n\n●**Discretionary\nAuthority.** The authorization does not obligate the Board to effect any reverse stock\nsplit. The Board will determine in its discretion, based on market conditions and other relevant\nfactors at the time, whether, when and at what ratio to proceed with a reverse stock split,\nif at all.\n\n** **\n\n**Mechanics of a Reverse Stock Split**\n\nIf the Board elects to proceed with a reverse\nstock split, the number of issued and outstanding shares of Common Stock would be reduced by the applicable ratio. For example, in a\n1:100 reverse stock split, every 100 shares of Common Stock held by a stockholder would be combined into one share. The par value of\nthe Common Stock would remain $0.0001 per share. The authorized number of shares of Common Stock would be reduced proportionately, unless\nthe stockholders separately approve an increase in authorized shares (see Proposal 5). No fractional shares will be issued in connection\nwith a reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the reverse stock\nsplit will have their fractional share rounded up to the nearest whole share.\n\nThe reverse stock split will not change the proportionate\nequity interests of the Company’s stockholders, nor will it alter the relative voting rights or dividend rights of such stockholders,\nexcept for minor adjustments due to the treatment of fractional shares.\n\n**Effective Date**\n\nIf authorized by the stockholders, a reverse\nstock split would become effective upon the filing of a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary\nof State (the “Effective Time”). The Board intends to exercise this authority, if at all, prior to the Company’s next\nannual meeting of stockholders.\n\n**Effect on the Company’s Equity Plans\nand Outstanding Securities**\n\nThe number of shares of Common Stock subject\nto outstanding equity awards and the exercise prices thereof will be adjusted proportionately in accordance with the terms of the applicable\nplans and award agreements in connection with any reverse stock split.\n\n**No Appraisal Rights**\n\nUnder Nevada law, stockholders are not entitled\nto appraisal or dissenters’ rights in connection with the reverse stock split.\n\n**Vote Required for Approval**\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote thereon\nis required to approve this proposal. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.\n\n**THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”\nTHE AUTHORIZATION OF THE BOARD OF DIRECTORS TO EFFECT ONE OR MORE REVERSE STOCK SPLITS OF THE COMPANY’S ISSUED AND OUTSTANDING\nCOMMON STOCK AT AN AGGREGATE RATIO OF UP TO ONE-FOR-ONE HUNDRED (1:100).**\n\n19\n\n**PROPOSAL 5**\n\n**APPROVAL OF AN INCREASE IN AUTHORIZED SHARES\nOF COMMON STOCK FROM 50,000,000 TO 500,000,000**\n\n**Background and Purpose**\n\nThe Company’s Articles of Incorporation\ncurrently authorize 50,000,000 shares of Common Stock, par value $0.0001 per share. The Board of Directors has approved, subject to stockholder\napproval, an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock\nfrom 50,000,000 to 500,000,000.\n\nThe Board believes that an increase in the authorized\nshare capital is in the best interests of the Company and its stockholders for the following principal reasons:\n\n●**Adequate\nShare Reserve.** The increase will provide the Company with a sufficient number of authorized\nbut unissued shares to conduct future equity financings, including the PIPE Transaction described\nin Proposal 6, as well as any shares issuable upon exercise of outstanding and future warrants,\noptions and other convertible securities.\n\n●**Flexibility\nfor Corporate Purposes.** The additional authorized shares will provide the Board with\nflexibility to pursue strategic opportunities, including acquisitions, joint ventures, and\nother corporate transactions, without the delay and expense of seeking additional stockholder\napproval on a case-by-case basis.\n\n●**Potential\nReverse Stock Split.** If the Board exercises its authority under Proposal 4 to effect\na reverse stock split, the increase in authorized shares will help ensure that the Company\nretains an adequate pool of authorized but unissued shares for future use following the reverse\nstock split.\n\n**Potential Dilutive Effect**\n\nThe issuance of additional shares of Common Stock\nmay dilute the ownership interest and voting power of existing stockholders. The Board does not currently have any specific arrangements,\nunderstandings, or agreements with respect to the issuance of all of the additional authorized shares, other than in connection with\nthe proposals described in this Proxy Statement and existing obligations under outstanding warrants, options, and other securities.\n\n**Amendment to Articles of Incorporation**\n\nIf this Proposal 5 is approved, the Board will\nfile a Certificate of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to give effect to\nthe authorized share increase. The amendment will become effective upon such filing.\n\n**No Appraisal Rights**\n\nUnder Nevada law, stockholders are not entitled\nto appraisal or dissenters’ rights in connection with the authorized share increase.\n\n**Vote Required for Approval**\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote thereon\nis required to approve this proposal. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.\n\n**THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”\nTHE APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON\nSTOCK FROM 50,000,000 TO 500,000,000.**\n\n20\n\n**PROPOSAL 6**\n\n**APPROVAL OF THE PRIVATE PLACEMENT TRANSACTION\n(PIPE)**\n\n**Background and Purpose**\n\nOn April 23, 2026, the Company entered into a\nSecurities Purchase Agreement (the “PIPE Agreement”) with certain accredited investors and sophisticated investors (collectively,\nthe “PIPE Investors”), providing for the issuance and sale of up to 10,000,000 units (the “Units”), with each\nUnit consisting of one (1) share of the Company’s Common Stock, par value $0.0001 per share (each, a “PIPE Share”),\nand four (4) warrants (each, a “PIPE Warrant”), each entitling the holder to purchase one (1) share of Common Stock, at a\npurchase price of $1.10 per Unit, for aggregate gross proceeds of up to $11,000,000.\n\nThe PIPE Warrants are exercisable at an exercise\nprice of $1.49 per share and will have a term of five (5) years from the date of issuance. The PIPE Warrants may be exercised, in whole\nor in part, at any time on or after the initial exercise date and on or before the termination date, by delivery to the Company of a\nduly executed Notice of Exercise. In addition, if at any time after the six-month anniversary of the issuance date there is no effective\nregistration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the holder, the PIPE\nWarrants may also be exercised by means of a “cashless exercise.”\n\nThe Units are being offered pursuant to an exemption\nfrom registration provided by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant\nto the terms of the PIPE Agreement, the Company has agreed to issue and sell to each PIPE Investor, and each PIPE Investor has agreed\nto purchase, such number of Units as set forth on the signature page to the PIPE Agreement, at a purchase price of $1.10 per Unit.\n\nThe closing of the PIPE Transaction (the “Closing”)\nwill take place at the offices of Hunter Taubman Fischer & Li LLC, the Company’s legal counsel, on the day when all closing\nconditions are satisfied or waived. Among the conditions to the Company’s obligation to sell the Units is that the Company shall\nhave obtained, at its next meeting of stockholders, the approval and ratification by its stockholders of the issuance of the Units pursuant\nto the PIPE Agreement.\n\nThe Company intends to use the net proceeds from\nthe sale of the Units for working capital and general corporate purposes.\n\n**Reasons for the Proposal**\n\nThe Company’s Common Stock is listed on\nthe Nasdaq Capital Market, and the Company is subject to the Nasdaq Listing Rules. Nasdaq Listing Rule 5635(d) requires stockholder approval\nprior to the issuance of securities in connection with a transaction other than a public offering if such issuance equals 20% or more\nof the Common Stock or 20% or more of the voting power outstanding before such issuance at a price less than the “Minimum Price”\n(as defined under the Nasdaq Listing Rules). The issuance of the PIPE Shares pursuant to the Units, together with the Warrant Shares\nissuable upon exercise of the PIPE Warrants (up to 10,000,000 PIPE Shares and up to 40,000,000 Warrant Shares, respectively), would,\nin the aggregate, exceed 20% of the Company’s issued and outstanding Common Stock prior to the PIPE Transaction. Accordingly, the\nCompany is seeking stockholder approval for the issuance of the PIPE Shares and the Warrant Shares in order to comply with Nasdaq Listing\nRule 5635(d).\n\n21\n\nPursuant to the PIPE Agreement, the Company is\nrequired to use its commercially reasonable best efforts to have the PIPE Agreement and related transaction documents approved by the\nCompany’s stockholders in accordance with Nasdaq’s continued listing requirements.\n\nThe Board has determined that the PIPE Transaction\nis in the best interests of the Company and its stockholders. The gross proceeds of up to $11,000,000 from the PIPE Transaction will\nprovide the Company with additional working capital to support its ongoing operations and business objectives.\n\n**Resale Restrictions on PIPE Securities**\n\nThe PIPE Shares and PIPE Warrants may not be\ntransferred unless: (i) the securities are sold pursuant to an effective registration statement under the Securities Act; (ii) the holder\ndelivers to the Company an opinion of counsel confirming that the securities may be transferred pursuant to an exemption from registration;\n(iii) the securities are transferred to an “affiliate” (as defined in Rule 144) of the holder who agrees to sell or otherwise\ntransfer the securities only in accordance with the transfer restrictions in the PIPE Agreement; or (iv) the securities are sold pursuant\nto Rule 144. Until such time as the PIPE Shares and Warrant Shares may be sold pursuant to Rule 144 without restriction, such securities\nwill bear a restrictive legend, and a stop-transfer order may be placed against transfer of any certificates evidencing such securities\n\n**Effect of Approval**\n\nIf this Proposal 6 is approved by the stockholders,\nthe Company will be authorized to consummate the PIPE Transaction and issue the securities contemplated thereunder. If this Proposal\n6 is not approved, the Company may not be able to complete the PIPE Transaction, which could have a material adverse effect on the Company’s\nfinancial condition and liquidity.\n\n**Vote Required for Approval**\n\nThe affirmative vote of a majority of the votes\ncast by the holders of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote thereon\nis required to approve this proposal. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.\n\n**THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”\nTHE APPROVAL OF THE $13,000,000 PRIVATE PLACEMENT TRANSACTION.**\n\n22\n\n**OTHER INFORMATION**\n\n** **\n\n**Other Business**\n\n** **\n\nOur Board knows of no other matter to be presented\nat the Meeting. If any additional matter should properly come before the Meeting, it is the intention of the persons named in the enclosed\nproxy to vote such proxy in accordance with their judgment on any such matters.\n\n**Interest of Certain Persons in Matters to\nbe Acted Upon**\n\n** **\n\nNo person who has been a director or officer\nof the Company at any time since the beginning of the last fiscal year, or any associate of such person, has any substantial interest,\ndirect or indirect, in any of the proposals to be voted upon that differs from that of other stockholders of the Company.\n\n**Deadline for Submission\nof Stockholder Proposals**\n\n** **\n\nStockholder proposals may be included in our\nproxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth\nin SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder\nproposal to be considered for inclusion in our proxy statement for the 2026 annual meeting of stockholders, we must receive the proposal\nat our principal executive offices, addressed to the Corporate Secretary, no later than November 20, 2026.\n\nA stockholder nomination of one or more director\ncandidates for election to the Board to be included in our proxy statement for an annual meeting (a “proxy access nomination”)\nmay be included in such proxy statement and properly brought before the 2026 annual meeting of stockholders as long as we receive information\nand notice of the proxy access nomination in compliance with the requirements set forth in Section 2.6 of our Bylaws, addressed to the\nCorporate Secretary at our principal executive offices no earlier than November 20, 2026, nor later than December 20, 2026.\n\n**Stockholder Communications**\n\n** **\n\nStockholders wishing to communicate with the\nBoard may direct such communications to the Board c/o the Company, Attn: Chief Executive Officer. Our Chief Executive Officer will present\na summary of all stockholder communications to the Board at subsequent Board meetings. The directors will have the opportunity to review\nthe actual communications at their discretion.\n\n**Householding of Proxy\nMaterials**\n\n** **\n\nThe SEC has adopted rules that permit companies\nand intermediaries (such as banks and brokers) to satisfy the delivery requirements for notices of annual meetings, proxy statements\nand annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed\nto those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience\nfor stockholders and cost savings for companies. This year, a single copy of the Notice and the proxy materials, as applicable, will\nbe delivered to multiple stockholders sharing an address unless contrary instructions have been received from\n\nthe affected stockholders. Once you have received\nnotice from your bank or broker that it will be householding communications to your address, householding will continue until you are\nnotified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer\nto receive a separate copy of the proxy materials, please notify your bank or broker, and direct your written request to Chief Executive\nOfficer of the Company, at 16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, People’s Republic of China\n610000, Telephone: +86 28 88678707. Stockholders who currently receive multiple copies of the proxy materials at their address and would\nlike to request householding of their communications should contact their bank or broker.\n\n**Annual Report**\n\n** **\n\nAccompanying this Proxy Statement is a copy of\nour Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The Annual Report contains audited financial statements covering\nour fiscal year ended March 31, 2025. Copies of our Annual Report, as filed with the SEC, are available free of charge on our website\nat http://www.senmiaotech.com or you can request a copy free of charge by calling +86 28 88678707\nor sending an email to julie@ihongsen.com. Please include your contact information with the\nrequest.\n\n**Incorporation by Reference**\n\n** **\n\nWe are incorporating by reference specified documents\nthat we file with the SEC, which means that incorporated documents are considered part of this proxy statement. We are disclosing important\ninformation to you by referring to those documents and information we subsequently file with the SEC will automatically update and supersede\ninformation contained in this proxy statement and in our other filings with the SEC. This document incorporates by reference the Company’s\nAnnual Report on [Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1711012/000121390025062758/ea0246302-10k_senmiao.htm)\nfor the year ended March 31, 2025, filed on July 10, 2025.\n\n23"}