8-K/A 1 tv491450_8ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): April 20, 2018 (April 20, 2018)

 

SENMIAO TECHONOLOGY LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada 001-38426​ 35-2600898

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification

No.)

 

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

 

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. ¨

 

 

 

 

 

 

Explanatory Note

 

This Form 8-K/A (the “Amendment”) is an amendment to the Current Report on the Form 8-K of Senmiao Technology Limited, filed on April 12, 2018 (the “Original Report”). This Amendment is being filed to correct a typographical error in the dollar amount cited under (a)(i) in the second sentence of the second paragraph of Item 1.01 of the Original Report, which is corrected by this Amendment to be “RMB 1.2 million (approximately US$191,400).” This Amendment amends and restates in its entirety Item 1.01 of the Original Report.

 

No other revisions are being made to the information disclosed in the Original Report, and this Amendment does not reflect events occurring after the filing of the Original Report, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Report. References to the exhibits in this Amendment are references to the exhibits filed with the Original Report.

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 8, 2018, Senmiao Technology Limited (the “Company”) entered into a Fund Deposit Service Agreement (“Agreement”) with Sichuan XW Bank Co., Ltd. (“XW Bank”). The Company entered into the Agreement in connection with its decision to change its custodian bank from Guangdong Huaxing Bank to XW Bank because peer-to-peer lending platforms in Sichuan Province are required to have local commercial banks within the same province serve as custodians according to certain local regulations.

 

Pursuant to the terms of the Agreement, XW Bank will serve as the sole custodian bank of the money from the clients of the Company’s peer-to-peer lending platform to escrow the funds and facilitate the Company’s business. In consideration of its services to the Company, XW Bank will charge (a) a service fee of (i) 0.06% of the amount of money deposited into XW Bank, with a limit of RMB 1.2 million (approximately US$191,400) annually or (ii) RMB 300,000 (approximately US$48,000) annually, whichever is greater; (b) a transaction fee of RMB 1.50 (approximately US$0.24) for each withdrawal by a platform client; (c) a verification fee of RMB 0.50 (approximately US$0.08) for each verification for the platform client’s bank account information and (d) a nonrecurring, one-time system access fee of RMB 200,000 (approximately US$32,000).

 

The Agreement has a term of one year and will be automatically extended one more year if neither party terminates the Agreement within the last 30 days of the one-year term. Either party may also terminate the Agreement on 90 days’ notice to the other party, but such termination requires the consent of the non-terminating party.

 

The foregoing descriptions of the Fund Deposit Service Agreement are not complete and are qualified in their entirety by reference to the Fund Deposit Service Agreement, the English translation of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)         Exhibits

 

Exhibit

Number

 

 

 

Title of Document

     
10.1*   English Translation of Fund Deposit Service Agreement by and between Senmiao Technology Limited and Sichuan XW Bank Co., Ltd. dated April 8, 2018.

 

 

* Previously filed.

 

 

 

 

SIGNATURES

 

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.

 

Date: April 20, 2018   SENMIAO TECHNOLOGY LIMITED  
       
    By: /s/ Xin Chen                                          
    Name: Xin Chen  
    Title: Chief Executive Officer