Current Report Filing (8-k)
November 28 2018 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 28, 2018 (November 21, 2018)
SENMIAO
TECHNOLOGY LIMITED
(Exact name of registrant as specified in
its charter)
Nevada
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001-38426
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35-2600898
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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16F, Shihao Square, Middle Jiannan Blvd.
High-Tech Zone, Chengdu
Sichuan, People’s Republic of China
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610000
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(Address of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including
area code
+86 28 61554399
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company
x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive
Agreement.
On November 21, 2018,
Senmiao Technology Limited (the “Company,” “we,” “us” or “our”) entered into an
Investment and Equity Transfer Agreement (the “Agreement”) with Hunan Ruixi Financial Leasing Co., Ltd. (“Ruixi”),
a limited liability company incorporated in the People’s Republic of China (“PRC”), Hunan Ruipin Cultural Industry
Co., Ltd., a PRC limited liability company (“Ruipin”), Luziyun International Group (Southeast Asia) Shares Limited,
a Hong Kong company (“Luziyun”), and Chengdu Little Monkey Information and Technology Co., Ltd., a PRC limited liability
company (collectively with Ruipin and Luziyun, the “Ruixi Shareholders”). Prior to the transactions contemplated by
the Agreement, the Ruixi Shareholders owned 100% of the outstanding voting equity interests in Ruixi.
Ruixi holds a financial
leasing license and anticipates to provide financial leasing services in the Chinese automobile industry in December 2018. Ruixi
also controls an automobile leasing company in China, which primarily targets the drivers in the ridesharing service sector and
facilitates automobile sales and financing transactions for its clients and provides relevant after- transaction services to them.
Pursuant to the Agreement,
among other things, the Company has acquired from the Ruixi Shareholders an aggregate of 60% of the outstanding equity interest
in Ruixi for no consideration and concurrently made an investment of $6 million in Ruixi, representing 60% of the registered capital
of Ruixi (the “Investment” and, together with the other transactions contemplated by the Agreement as described herein,
the exhibits and schedules thereto and the ancillary documents referred to therein, the “Transactions”). Pursuant to
its share ownership, the Company will be entitled to vote and receive profits based on its share ownership in Ruixi and the right
of first refusal for any issuance of new equity of Ruixi. Pursuant to the Agreement, the current legal representative of Ruixi,
who was appointed by Ruixi Shareholders and also assumes the position of general manager, shall remain after the closing, while
the Company has the right to appoint an executive director and a supervisor of Ruixi.
The closing of the
Transactions was subject to satisfaction of the following conditions: (i) completion of due diligence of Ruixi by the Company;
(ii) the approval of the Transactions by the Company’s Board of Directors and Ruixi’s Board of Directors; (iii) receipt
of requisite regulatory approvals; (iv) execution of the Agreement and all other transaction documents by Ruixi Shareholders; (v)
execution of employment agreements with Ruxi’s certain key employees; and (vi) receipt by the Company of a fairness opinion
supporting the Investment being made by the Company as being fair from a financial point of view (which opinion has already been
received).
The Transactions closed
on November 22, 2018. As a result, Ruixi has become a majority owned subsidiary of the Company.
The foregoing description
of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement,
which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition
or Disposition of Assets.
The information set
forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
On November 28, 2018,
the Company issued a press release announcing the closing of the Transactions. A copy of this press release is included as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(a)
Financial Statements of
Businesses Acquired
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None required pursuant
to Rule 8-04 of Regulation S-X.
(b)
Pro Forma Financial Information
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None required pursuant
to Rule 8-05 of Regulation S-X.
(d) Exhibits
Exhibit No.
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Description
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10.1
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Investment and Equity Transfer Agreement, dated as of November 16, 2018, by and among Senmiao Technology Limited, Hunan Ruixi Financial Leasing Co., Ltd., Hunan Ruipin Cultural Industry Co., Ltd., Luziyun International Group (Southeast Asia) Shares Limited and Chengdu Little Monkey Information and Technology Co., Ltd.
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99.1
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Press release, dated November 28, 2018, issued by Senmiao Technology Limited
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SENMIAO TECHNOLOGY LIMITED
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Dated: November 28, 2018
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/s/
Xi Wen
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Name:
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Xi Wen
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Title:
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Chief Executive Officer, President and Chairman of the Board
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