8-K 1 tv490719_8k.htm FORM 8-K










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 10, 2018 (April 4, 2018)



(Exact name of registrant as specified in its charter)


Nevada 333-221225​ 35-2600898

(State or other jurisdiction of


(Commission File Number) (IRS Employer Identification No.)


16F, Shihao Square, Middle Jiannan Blvd. 
High-Tech Zone, Chengdu 
Sichuan, People’s Republic of China 610000 
(Address of principal executive offices)


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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)


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


Emerging growth company x


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





Item 4.01Changes in Registrant’s Certifying Accountant.


(a)                Resignation of Previous Independent Registered Public Accounting Firm


On April 4, 2018 (the “Effective Date”), ZH CPA LLP (“ZH”) resigned as the independent registered public accounting firm for Senmiao Technology Limited (the “Company”).


The reports of ZH on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.


During the two most recent fiscal years and through the Effective Date, there were (i) no disagreements between the Company and ZH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of ZH, would have caused ZH to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.


The Company provided ZH with a copy of this Form 8-K and requested that ZH furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not ZH agrees with the above statements. A copy of such letter, dated April 10, 2018, is attached as Exhibit 16.1.


(b)                Engagement of New Independent Registered Public Accounting Firm


On the Effective Date, the audit committee (the “Audit Committee”) of the board of directors of the Company appointed Friedman LLP (“Friedman”) as its new independent registered public accounting firm, subject to the ratification of the Company’s stockholders at the Company’s 2018 annual general meeting.


Except as disclosed herein, during the Company’s two most recent fiscal years and in the subsequent interim period through the Effective Date, the Company has not consulted with Friedman regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Friedman concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).


Item 9.01Financial Statements and Exhibits.






Title of Document

16.1   Letter from ZH CPA LLP, dated April 10, 2018







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


  By: /s/ Xin Chen  
  Name: Xin Chen  
  Title: Chief Executive Officer