SENMIAO TECHNOLOGY LIMITED (NASDAQ: AIHS) Files An 8-K Entry into a Material Definitive AgreementItem 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 50% 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.
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”). 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. 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 November22, 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.
None required to Rule 8-04 of Regulation S-X.
(b)Pro Forma Financial Information.
None required to Rule 8-05 of Regulation S-X.
(d) Exhibits
| ExhibitNo. | Description |
| 10.1 | 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. |
| 99.1 | Press release, dated November 28, 2018, issued by Senmiao Technology Limited |
Senmiao Technology Ltd ExhibitEX-10.1 2 tv508047_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 湖南瑞僖融资租赁有限公司 投资暨股权转让协议 Investment and Equity Transfer Agreement of Hunan Ruixi Financial Leasing Co.,…To view the full exhibit click here