UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No.1)



x   ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal
year ended March 31, 2018



 ̈   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from             
to



Commission file number: 001-38426



SENMIAO TECHNOLOGY LIMITED

(Exact name of registrant as specified
in its charter)



|Nevada                                                                 |  | 35-2600898                                     
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification Number)



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



Registrant's telephone number: +86
28 61554399



Securities registered pursuant to Section 12(b)
of the Act:



|Title of Each Class:                      |  | Name of Each Exchange on Which Registered:
|----------------------------------------- |  | ------------------------------------------
|Common Stock, par value $0.0001 per share |  | The NASDAQ Stock Market LLC               



Securities registered pursuant to Section 12(g)
of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes  ̈    No x



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.  Yes ̈No x



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  YesxNo ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x    No  ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  YesxNo ̈



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or
an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|Non-accelerated filer x   | Smaller reporting company x
|                          | 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.  ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈Nox





As of September 29,
2017, the last business day of the registrant's most recently completed second fiscal quarter, there was no established public
market for the registrant’s common stock and, therefore, the registrant cannot calculate the aggregate market value of its
voting and non-voting common stock held by non-affiliates as of such date. The aggregate market value of the voting and non-voting
common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of June 28, 2018,
was approximately $78,424,525. Common stock held by each officer and director and by each person known to the registrant who owned
10% or more of the outstanding voting and non-voting common stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.



As of June 28, 2018, there were 25,879,400 shares of common stock,
par value $0.0001 per share, of the registrant issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



If the following documents
are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii)
any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed
documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended
December 24, 1980): None




















EXPLANATORY
NOTE



Senmiao Technology
Limited (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the “Original 10-K”), which was originally
filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2018 (the “Original Filing
Date”), in order to correct a clerical error in the financial statements included in the Original 10-K.



Specifically,
the Company is amending the amount of general and administrative expenses for the year ended March 31, 2017 from $99,550 to $0
in Note 15 to the Consolidated Financial Statements in the Original 10-K.



Except for the
amendment described above, this Amendment does not modify or update other disclosures in, or exhibits to, the Original 10-K, and,
accordingly, this Amendment should be read in conjunction with the Original 10-K.



Readers are cautioned
that information contained in this Amendment is only current as of the Original Filing Date; therefore, to obtain more current
information regarding the Company, readers are advised to review the Company’s subsequent filings with the SEC.



As a result of
the Amendment, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the Original
10-K, have been re-executed and re-filed as of the date of this Amendment.







2







SENMIAO TECHNOLOGY LIMITED



TABLE OF CONTENTS





|         |                                             | PAGE
|-------- | ------------------------------------------- | ----
|PART II  |                                             |     
|Item 8.  | Financial Statements and Supplementary Data | 4   
|         |                                            
|PART IV  |                                             | 5   
|Item 15. | Exhibits and Financial Statement Schedules  | 5   



3









| | Item 8. | Financial Statements and Supplementary Data
| | ------- | -------------------------------------------



The financial statements required by this
item begin on page F-1 hereof.



Index to Financial Statements



|Reports of Independent Registered Public Accounting Firms                                               | F-1
    and F-2
|------------------------------------------------------------------------------------------------------- | ---------------
|Financial Statements:                                                                                   |                
|Consolidated Balance Sheets as of March 31, 2018 and March 31, 2017                                     | F-3            
|Consolidated Statement of Operations and Comprehensive Loss for the Years Ended March 31, 2018 and 2017 | F-4            
|Consolidated Statement of Changes in Stockholders' Equity for the Years Ended March 31, 2018 and 2017   | F-5            
|Consolidated
    Statement of Cash Flows for the Years Ended March 31, 2018                             | F-6            
|Notes to Consolidated Financial Statements                                                              | F-7            



4





















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM







To the Board of Directors and Stockholders

Senmiao Technology Limited





We have audited the accompanying consolidated
balance sheet of Senmiao Technology Limited (the “Company”) as of March 31, 2018 and the related consolidated statements
of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended March 31, 2018 and
the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial position of Senmiao Technology Limited as of March 31,
2018, and the results of their operations and their cash flow for the year ended March 31, 2018, in conformity with accounting
principles generally accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.





Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.







/s/ Friedman LLP





We have served as the Company’s auditor
since 2018.





New York, New York

June 29, 2018









F-1



















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Shareholders and Board of Directors

SENMIAO TECHNOLOGY LIMITED



We
have audited the accompanying consolidated balance sheets of SENMIAO TECHNOLOGY LIMITED (the “Company”)
as of March 31, 2017, and the related consolidated statements of operations andcomprehensive loss, changes
in stockholders’ equity and cash flows for the year endedMarch
31, 2017, and the related notes (collectively referred to as the “consolidated
financial statements”). Theseconsolidated
financial statements are the responsibility of the Company’s
management. Our responsibility is toexpress an opinion on these consolidated financial statements based on our
audits.



We conducted our audits in accordance
with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. Our audits includeexamining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. Our audits also include
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the Company as of March 31, 2017,
and the results of its operations and its cash flows for the year ended March 31, 2017, in conformity with accounting
principles generally accepted in the United States of America.



As discussed in Note 3 to the consolidated financial statements,
the consolidated financial statements for the year ended March 31, 2017 have been restated to correct misstatements.



/s/ ZH CPA LLP

Vancouver, Canada



September 28, 2017, except for the effects of the reverse
stock split in Note 1 and Note 11 and inclusion of Parent- Only Financials in Note 15 as to which the date is January 29, 2018.









F-2







SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS

As of March 31, 2018 and 2017

(Expressed in U.S. dollar, except for
the number of shares)



|                                                                                                                                                                             |  | March 31, 2018 |             | March 31, 2017
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | --------------
|                                                                                                                                                                             |  |                |             |               
|ASSETS                                                                                                                                                                       |  |                |             |               
|Current Assets                                                                                                                                                               |  |                |             |               
|Cash and cash equivalents                                                                                                                                                    |  | $              | 11,141,566  |               
|Prepayments, receivables and other assets                                                                                                                                    |  |                | 70,421      |               
|Total Current Assets                                                                                                                                                         |  |                | 11,211,987  |               
|                                                                                                                                                                             |  |                |             |               
|Property and equipment, net                                                                                                                                                  |  |                | 8,872       |               
|                                                                                                                                                                             |  |                |             |               
|Other Assets                                                                                                                                                                 |  |                |             |               
|Intangible assets, net                                                                                                                                                       |  |                | 1,953,223   |               
|Goodwill                                                                                                                                                                     |  |                | -           |               
|Escrow receivable                                                                                                                                                            |  |                | 1,200,000   |               
|Total Assets                                                                                                                                                                 |  | $              | 14,374,082  |               
|                                                                                                                                                                             |  |                |             |               
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                         |  |                |             |               
|Current Liabilities                                                                                                                                                          |  |                |             |               
|Accrued expenses and other liabilities                                                                                                                                       |  | $              | 404,604     |               
|Due to stockholders                                                                                                                                                          |  |                | 1,090,808   |               
|Total Liabilities                                                                                                                                                            |  |                | 1,495,412   |               
|                                                                                                                                                                             |  |                |             |               
|Commitments and Contingencies                                                                                                                                                |  |                |             |               
|                                                                                                                                                                             |  |                |             |               
|Stockholders' Equity                                                                                                                                                         |  |                |             |               
|Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 25,879,400 and 20,250,000 shares issued and outstanding at March 31, 2018 and 2017, respectively)* |  |                | 2,588       |               
|Additional Paid-in capital                                                                                                                                                   |  |                | 23,611,512  |               
|Accumulated deficit                                                                                                                                                          |  |                | (10,481,669 | )             
|Accumulated other comprehensive loss                                                                                                                                         |  |                | (253,761    | )             
|Total Equity                                                                                                                                                                 |  |                | 12,878,670  |               
|Total Liabilities and Stockholders’ Equity                                                                                                                                   |  | $              | 14,374,082  |               










* Giving retroactive effect for 1 for 2 reverse stock
split effected on January 29, 2018.



The accompanying notes are an integral part
of the consolidated financial statements



F-3







SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS

For the years ended March 31, 2018 and
2017

(Expressed in U.S. dollar, except for
the number of shares)



|                                                                                                    |  | For the Years Ended March 31, |            
|--------------------------------------------------------------------------------------------------- |  | ----------------------------- | -----------
|                                                                                                    |  | 2018                          |            
|                                                                                                    |  |                               |            
|Revenues                                                                                            |  | $                             | 494,897    
|Gross revenues                                                                                      |  |                               | 494,897    
|                                                                                                    |  |                               |            
|Operating expenses                                                                                  |  |                               |            
|Selling, general and administrative expenses                                                        |  |                               | (1,517,804 
|Amortization of intangible assets                                                                   |  |                               | (659,558   
|Impairments of intangible assets and goodwill                                                       |  |                               | (8,179,381 
|Total operating expenses                                                                            |  |                               | (10,356,743
|                                                                                                    |  |                               |            
|Loss from operations                                                                                |  |                               | (9,861,846 
|                                                                                                    |  |                               |            
|Other income, net                                                                                   |  |                               | 2,874      
|                                                                                                    |  |                               |            
|Loss before income taxes                                                                            |  |                               | (9,858,972 
|Income tax expense                                                                                  |  |                               | -          
|Net loss from continuing operations                                                                 |  |                               | (9,858,972 
|Net loss from discontinued operations, net of tax                                                   |  |                               | -          
|Net Loss                                                                                            |  |                               | (9,858,972 
|Net loss attributable to non-controlling interest                                                   |  |                               | -          
|Net loss attributable to Senmiao Technology Limited                                                 |  | $                             | (9,858,972 
|Net loss attributable to Senmiao Technology Limited from  continuing operations                     |  | $                             | (9,858,972 
|Net loss attributable to Senmiao Technology Limited from discontinued operations                    |  |                               | -          
|Net loss attributable to non-controlling interest                                                   |  |                               | -          
|                                                                                                    |  |                               |            
|Other comprehensive income (loss)                                                                   |  |                               |            
|Foreign currency translation adjustment                                                             |  |                               | 854,001    
|Comprehensive Loss                                                                                  |  |                               | (9,004,971 
|Less: comprehensive loss attributable to non-controlling interest                                   |  |                               | -          
|Comprehensive loss attributable to Senmiao Technology Limited                                       |  |                               | (9,004,971 
|Comprehensive income attributable to Senmiao Technology Limited from discontinued operations        |  |                               | -          
|Comprehensive loss attributable to Senmiao Technology Limited from continuing operations            |  | $                             | (9,004,971 
|                                                                                                    |  |                               |            
|Weighted average number of common stock                                                             |  |                               |            
|Basic*                                                                                              |  |                               | 21,967,776 
|Diluted*                                                                                            |  |                               | 21,967,776 
|                                                                                                    |  |                               |            
|Loss per share                                                                                      |  |                               |            
|Basic and diluted loss for the period attributable to the stockholders of the Company*              |  | $                             | (0.45      
|Loss per share from continuing operations                                                           |  |                               |            
|Basic and diluted loss from continuing operations attributable to the stockholders of the Company*  |  | $                             | (0.45      
|Loss per share from discontinued operations                                                         |  |                               |            
|Basic and diluted loss from discontinued operations attributable to the stockholder of the Company* |  | $                             | -          










* Giving retroactive effect for 1 for 2 reverse stock
split effected on January 29, 2018.



The accompanying notes are an integral part
of the consolidated financial statements



F-4







SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended March
31, 2018 and 2017

(Expressed
in U.S. dollar, except for the number of shares)



|                                                                                      |  |              |            |  |            |   |       |             |  |   | Accumulated   |   |  |                 |             |   |              |  
|------------------------------------------------------------------------------------- |  | ------------ | ---------- |  | ---------- | - | ----- | ----------- |  | - | ------------- | - |  | --------------- | ----------- | - | ------------ | -
|                                                                                      |  |              |            |  | Additional |   |       |             |  |   | other         |   |  |                 |             |   |              |  
|                                                                                      |  |              |            |  | Paid-in    |   |       | Accumulated |  |   | comprehensive |   |  | Non-controlling |             |   |              |  
|                                                                                      |  | Common stock |            |  | capital    |   |       | deficit     |  |   | loss          |   |  | interest        |             |   | Total equity |  
|                                                                                      |  | Shares*      |            |  | Par value  |   |       |             |  |   |               |   |  |                 |             |   |              |  
|Balance as of March 31, 2016                                                          |  |              | 20,250,000 |  |            | $ | 2,025 |             |  | $ | 11,359,103    |   |  | $               | (34,815     | ) |              | $
|                                                                                      |  |              |            |  |            |   |       |             |  |   |               |   |  |                 |             |   |              |  
|Net loss                                                                              |  |              | -          |  |            |   | -     |             |  |   | -             |   |  |                 | (587,882    | ) |              |  
|Foreign currency translation loss                                                     |  |              | -          |  |            |   | -     |             |  |   | -             |   |  |                 | -           |   |              |  
|Disposal of a subsidiary                                                              |  |              | -          |  |            |   | -     |             |  |   | -             |   |  |                 | -           |   |              |  
|                                                                                      |  |              |            |  |            |   |       |             |  |   |               |   |  |                 |             |   |              |  
|Balance as of March 31, 2017                                                          |  |              | 20,250,000 |  |            |   | 2,025 |             |  |   | 11,359,103    |   |  |                 | (622,697    | ) |              |  
|                                                                                      |  |              |            |  |            |   |       |             |  |   |               |   |  |                 |             |   |              |  
|Capital restructuring                                                                 |  |              | 2,250,000  |  |            |   | 225   |             |  |   | (225          | ) |  |                 | -           |   |              |  
|Issuance of common stock pursuant  to initial public offering, net of  issuance costs |  |              | 3,000,000  |  |            |   | 300   |             |  |   | 10,735,072    |   |  |                 | -           |   |              |  
|Issuance of common stock pursuant to exercise of underwriter’s over-allotment option  |  |              | 379,400    |  |            |   | 38    |             |  |   | 1,517,562     |   |  |                 | -           |   |              |  
|Net loss                                                                              |  |              | -          |  |            |   | -     |             |  |   | -             |   |  |                 | (9,858,972  | ) |              |  
|Foreign currency translation gain                                                     |  |              | -          |  |            |   | -     |             |  |   | -             |   |  |                 | -           |   |              |  
|Balance as of March 31, 2018                                                          |  |              | 25,879,400 |  |            | $ | 2,588 |             |  | $ | 23,611,512    |   |  | $               | (10,481,669 | ) |              | $










* Giving retroactive effect for 1 for 2 reverse stock
split effected on January 29, 2018.



The accompanying notes are an integral part
of the consolidated financial statements



F-5







SENMIAO TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF
CASH FLOWS

(Expressed
in U.S. dollar, except for the number of shares)



|                                                                                          |  | For the Years Ended March 31,
|----------------------------------------------------------------------------------------- |  | -----------------------------
|                                                                                          |  | 2018                         
|                                                                                          |  |                              
|Cash Flows from Operating Activities:                                                     |  |                              
|Net loss from continuing operations                                                       |  | $                            
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                              
|Depreciation of property and equipment                                                    |  |                              
|Amortization of intangible assets                                                         |  |                              
|Impairments of intangible assets and goodwill                                             |  |                              
|Changes in operating assets and liabilities:                                              |  |                              
|Prepayments, receivables and other assets                                                 |  |                              
|Accrued expenses and other liabilities                                                    |  |                              
|Due to stockholders                                                                       |  |                              
|                                                                                          |  |                              
|Net Cash Used in Operating Activities from Discontinued Operations                        |  |                              
|Net Cash (Used in)/Provided by Operating Activities                                       |  |                              
|                                                                                          |  |                              
|Cash Flows from Investing Activities:                                                     |  |                              
|Disposal of a subsidiary                                                                  |  |                              
|Purchases of property and equipment                                                       |  |                              
|Purchases of intangible assets                                                            |  |                              
|Consideration paid in a business acquisition                                              |  |                              
|Net Cash Used in Investing Activities                                                     |  |                              
|                                                                                          |  |                              
|                                                                                          |  |                              
|Cash Flows From Financing Activities:                                                     |  |                              
|Net Proceeds from issuance of common stock from initial public offering (“IPO”)           |  |                              
|Proceeds from exercise of underwriter’s over-allotment option                             |  |                              
|Proceeds received from stockholders                                                       |  |                              
|Repayments to stockholders                                                                |  |                              
|Net Cash Provided by Financing Activities                                                 |  |                              
|                                                                                          |  |                              
|Effect of Exchange Rate Changes on Cash and cash equivalents                              |  |                              
|                                                                                          |  |                              
|Net Increase in cash and cash equivalents                                                 |  |                              
|Cash and cash equivalents at Beginning of Year                                            |  |                              
|Cash and cash equivalents at End of Year                                                  |  | $                            
|                                                                                          |  |                              
|Supplemental Cash Flow Information                                                        |  |                              
|Cash paid for interest expense                                                            |  | $                            
|Cash paid for income tax                                                                  |  | $                            
|Non-cash transaction in investing and financing activities                                |  |                              
|Unpaid property and equipment purchases                                                   |  | $                            
|IPO  issuance costs net against additional paid-in capital                                |  | $                            
|Escrow receivable in connection with IPO                                                  |  | $                            
|IPO expenses paid by the Company’s stockholders                                           |  | $                            
|                                                                                          |  |                              



The accompanying notes are an integral part
of the financial statements



F-6







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





| | 1. | ORGANIZATION AND PRINCIPAL ACTITIVIES
| | -- | -------------------------------------



Senmiao Technology Limited (“Senmiao”
or the “Company”) is a U.S. holding company incorporated in the State of Nevada on June 8, 2017. The Company operates
an online lending platform through its variable interest entity (“VIE”), Sichuan Senmiao Ronglian Technology Co., Ltd.
(“Sichuan Senmiao”) in China connecting Chinese investors with individual and small- to-medium-sized enterprise (“SME”)
borrowers. Through its platform, the Company offers quick and easy access to credit to borrowers and creditors and attractive investment
returns for investors. The Company’s executive offices are
located in Chengdu, Sichuan province, China.



On July 28, 2017, the Company established
a wholly owned subsidiary, Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“WFOE,” or “Senmiao Consulting”)
in China. The Company undertakes substantially all of its business activities in China through WFOE and VIE, Sichuan Senmiao.



Sichuan Senmiao was established in China
in June 2014. On September 18, 2017, the Company entered into a series of contractual arrangements with Sichuan Senmiao and its
equity holders (“Sichuan Senmiao Shareholders”)through WFOE to obtain control and became the primary beneficiary of
Sichuan Senmiao (the “Restructuring”). In connection with the Restructuring, as partial consideration for Sichuan Senmiao
Shareholders’commitment to perform their obligations under a series of contractual arrangements, the Company issued an aggregate
of 45,000,000 shares of its common stock to Sichuan Senmiao Shareholders pursuant to certain subscription agreements dated September
18, 2017.



On January 29, 2018, the Company’s
board of directors and stockholders approved a one-for-two reverse stock split of all issued and outstanding shares of common stock
(the “Reverse Stock Split”). As a result, the number of the Company’s issued and outstanding shares of common
stock was reduced to 22,500,000 shares. The discussion and presentation of financial statements herein accounted for the Restructuring
retroactively as if it occurred on April 1, 2015.



On September 25, 2016, Sichuan Senmiao
acquired a peer-to-peer platform (including website, ICP license, operating systems, servers, and management system) from Sichuan
Chenghexin Investment and Asset Management Co., Ltd. (“Chenghexin”), who had established and operated the platform
for two years prior to the acquisition by Sichuan Senmiao (the “Acquisition”). Prior to the Acquisition, Sichuan Senmiao
was a holding company that owned a 60% equity interest in an equity investment fund management company. Sichuan Senmiao sold its
60% equity interest for a cash consideration of RMB 60,000,000 (US$8,914,833) immediately following the Acquisition, in order to
focus on the online marketplace lending business.





F-7







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following diagram illustrates the Company’s
corporate structure, including its subsidiary and consolidated variable interest entity as of the date of this financial statements:







VIE Agreements with Sichuan Senmiao



According to a series of contractual arrangements
(collectively “VIE Agreements”), Sichuan Senmiao is obligated to pay service fees to WFOE equal to the net income of
Sichuan Senmiao. Sichuan Senmiao’s operations are, in fact, directly controlled by the Company entirely. There are no unrecognized
revenue-producing assets that are held by Sichuan Senmiao.



Each of the VIE Agreements is described
in detail below:



Equity Interest Pledge Agreement



WFOE, Sichuan Senmiao and Sichuan Senmiao
Shareholders entered into an Equity Interest Pledge Agreement, pursuant to which Sichuan Senmiao Shareholders pledged all of their
equity interest in Sichuan Senmiao to WFOE in order to guarantee the performance of Sichuan Senmiao’s obligations under the
Exclusive Business Cooperation Agreement as described below. During the term of the pledge, WFOE is entitled to receiving any dividends
declared on the pledged equity interest of Senmiao. The Equity Interest Pledge Agreement ends when all contractual obligations
under the Exclusive Business Cooperation Agreement have been fully performed.



Exclusive Business Cooperation Agreement



Pursuant to an Exclusive Business Cooperation
Agreement by and among the Company, WFOE, Sichuan Senmiao and each of the Sichuan Senmiao Shareholders, WFOE will provide Sichuan
Senmiao with complete technical support, business support and related consulting services during the term of the agreement. The
Sichuan Senmiao Shareholders and Sichuan Senmiao have agreed not to engage any other party for the same or similar consultation
services without WFOE’s prior consent. Further, Sichuan Senmiao Shareholders are entitled to receive an aggregate of 20,250,000
shares of common stock of the Company under the Exclusive Business Cooperation Agreement. The term of the Exclusive Business Cooperation
Agreement is 10 years. WFOE may terminate the Exclusive Business Operation Agreement at any time upon prior written notice to Sichuan
Senmiao and the Sichuan Senmiao Shareholders.



Exclusive Option Agreement



Pursuant to an Exclusive Option Agreement
by and among WFOE, Sichuan Senmiao and each of the Sichuan Senmiao Shareholders, the Sichuan Senmiao Shareholders have granted
WFOE an exclusive option to purchase at any time in part or in whole their equity interests in Sichuan Senmiao for a purchase price
equal to the capital paid by the Senmiao Shareholders, pro-rated for purchase of less than all the equity interest. The Exclusive
Option Agreement terminates in ten years but can be renewed by WOFE at its discretion.



F-8







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Powers of Attorney



Each of the Sichuan Senmiao Shareholders
has entered into a power of attorney (the “Power of Attorney”) pursuant to which each of the Sichuan Senmiao Shareholders
has authorized WFOE to act on his or her behalf as the exclusive agent and attorney with respect to all rights of such individual
as a shareholder, including but not limited to: (a) attending shareholders’
meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC law
and the Articles of Association of Sichuan Senmiao, including but not limited to the sale or transfer or pledge or disposition
of the equity interests of Sichuan Senmiao owned by such shareholder; and (c) designating and appointing on behalf of the shareholders
the legal representative, chairperson, director, supervisor, chief executive officer and other senior management members of Sichuan
Senmiao. The Power of Attorney has the same term as the Exclusive Option Agreement.



Timely Report Agreement



The Company and Sichuan Senmiao entered
into a timely report agreement pursuant to which Sichuan Senmiao agrees to make its officers and directors available to the Company
and promptly provide all information required by the Company so that the Company can make necessary SEC and other regulatory reports
in a timely fashion.



The Company has concluded that it is the
primary beneficiary of Sichuan Senmiao and should consolidate its financial statements. The Company is the primary beneficiary
based on the Power of Attorneys entered into as part of the VIE arrangements that each equity holder of Sichuan Senmiao assigned
their rights as a shareholder of Sichuan Senmiao to the WFOE, the Company’s wholly owned subsidiary. These rights include,
but are not limited to, attending shareholders’ meetings, voting on matters submitted for shareholder approval and appointing
legal representatives, executive directors, supervisors and other senior management members. As such, the Company, through its
WFOE, is deemed to hold all of the voting equity interest in Sichuan Senmiao. For the periods presented, the Company has not yet
provided any financial or other support to Sichuan Senmiao. However, pursuant to Exclusive Business Cooperation Agreement, the
Company may provide complete technical support, business support and related consulting services during the term of the VIE Agreements.
Though not explicit in the VIE Agreements, the Company may provide financial support to Sichuan Senmiao to meet its working capital
requirements and capitalization purposes. The terms of the VIE Agreements and the Company's plan to provide financial support to
the VIE were considered in determining that the Company is the primary beneficiary of the VIE. Accordingly, the financial statements
of the VIE are consolidated in the Company's consolidated financial statements.



Total assets and
total liabilities of the VIE that were included in the Company’s consolidated financial statements as of March 31, 2018 and
2017 are as follows:



|                  |  | March 31, 2018 |            | March 31, 2017
|----------------- |  | -------------- | ---------- | --------------
|                  |  |                |            |               
|Total assets      |  | $              | 10,425,056 |               
|Total liabilities |  | $              | 1,413,485  |               



As of March 31,
2018 and 2017, the VIE did not hold unrecognized revenue producing assets.



F-9







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Net revenue, net
income, operating, investing and financing cash flows of the VIE that were included in the Company's consolidated financial statements
for the years ended March 31, 2018 and 2017 are as follows:



|                                                    |  | For the Years Ended March 31,
|--------------------------------------------------- |  | -----------------------------
|                                                    |  | 2018                         
|                                                    |  |                              
|Net revenue                                         |  | $                            
|Net loss                                            |  | $                            
|Net Cash (Used in) Provided by Operating Activities |  | $                            
|Net Cash Used in Investing Activities               |  | $                            
|Net Cash Provided by Financing Activities           |  | $                            



The Restructuring
constituted a reorganization. As all of the above mentioned companies are under common control, this series of transactions account
for as a reorganization of entities under common control at carrying value and the consolidated financial statements have been
prepared as if the reorganization had occurred retroactively. The consolidated financial statements have been prepared as if the
existing corporate structure had been in existence throughout all periods and the reorganization had occurred as of the beginning
of the earliest period presented in the accompanying consolidated financial statements.



F-10







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | ------------------------------------------



| | (a) | Basis of presentation
| | --- | ---------------------



The accompanying
consolidated financial statements of the Company has been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).



| | (b) | Basis of consolidation
| | --- | ----------------------



The consolidated financial statements include the accounts of
the Company and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries and VIE over which the
Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary
beneficiary. All inter-company accounts and transactions have been eliminated in consolidation. The Company records income attributable
to non-controlling interest in the consolidated statements of operations for any non-owned portion of consolidated subsidiaries.



| | (c) | Foreign currency translation
| | --- | ----------------------------



Transactions denominated
in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at
the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are
translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.



The reporting
currency of the Company is the U.S. dollars (“US$”) and the accompanying consolidated financial statements have been
expressed in US$. In addition, the Company’s operating subsidiaries
maintain their books and records in their respective local currency, Renminbi (“RMB”), which is also the respective
functional currency for each subsidiary as they are the primary currency of the economic environment in which each subsidiary operates.



In general, for
consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into
US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during
the period. The gains and losses resulting from translation of financial statements of a foreign entity are recorded as a separate
component of accumulated other comprehensive income within the statement of stockholders’ equity.



Translation of
amounts from RMB into US$ has been made at the following exchange rates for the respective periods:



|                                                |  | March 31, 2018 |        | March 31, 2017
|----------------------------------------------- |  | -------------- | ------ | --------------
|Balance sheet items, except for equity accounts |  |                | 6.2807 |               



|                                                                                           |  | For the Years ended March 31,
|------------------------------------------------------------------------------------------ |  | -----------------------------
|                                                                                           |  | 2018                         
|Items in the statements of operations and comprehensive loss, and statements of cash flows |  |                              



F-11







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | -- | ------------------------------------------------------



| | (d) | Use of estimates
| | --- | ----------------



The preparation of financial statements in conformity with U.S.GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates
and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its
estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable,
the results of which form the basis for making judgments about the carrying values of assets and liabilities. The following are
some of the areas requiring significant judgments and estimates: determinations of the useful lives of long-lived assets, estimates
of allowances for doubtful accounts and valuation assumptions in performing asset impairment tests of long-lived assets and goodwill,
and determination of fair value of net identifiable assets in a business acquisition.



| | (e) | Fair values of financial instruments
| | --- | ------------------------------------



ASC Topic 825, Financial Instruments (“Topic
825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets,
for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based
on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.
Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements.
Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.



Level 1 inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability,
either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology
are unobservable and significant to the fair value.



As of March 31, 2018 and 2017, financial
instruments of the Company primarily comprised of cash and cash equivalents, receivables and other assets, escrow receivables,
other liabilities and due to stockholders. The financial instruments were carried at cost on the balance sheets, and carrying amounts
approximated their fair values because of their generally short maturities and non-interest bearing.



| | (f) | Cash and cash equivalents
| | --- | -------------------------



Cash and cash equivalents primarily consists of bank deposits
with original maturities of three months or less, which are unrestricted as to withdrawal and use.



F-12







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------



| | (g) | Property and equipment
| | --- | ----------------------



Property and equipment primarily consists
of computer equipment, which is stated at cost less accumulated depreciation less any provision required for impairment in value.
Depreciation is computed using the straight-line method with no residual value based on the estimated useful life. The useful life
of property and equipment are summarized as follows:



| | Computer equipment |  |  | 2 - 3 years | 
| | ------------------ |  |  | ----------- | 



The Company reviews property and equipment
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected
to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of
the asset, if any, exceeds its fair value determined using a discounted cash flow model. For the years ended March 31, 2018 and
2017, there was no impairment of property and equipment.



Costs of repairs and maintenance are expensed as
incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired
are removed from the accounts, and any resulting gain or loss is reflected in the consolidated income statements.



| | (h) | Intangible assets
| | --- | -----------------



On September 25, 2016, Sichuan
Senmiao acquired a peer-to-peer platform(including website, ICP license, operating systems, servers, and management system,
collectively “Platform”) and relevant employees and users of the Platform from Chenghexin, who had established
and operated the Platform for two years prior to the Acquisition. Prior to the Acquisition, Sichuan Senmiao was a holding
company that owned a 60% equity interest in an equity investment fund management company. Sichuan Senmiao sold its 60% equity
interest for a cash consideration of RMB 60,000,000 (US$8,914,833) immediately following the Acquisition, in order to focus
on the online marketplace lending business.



The Acquisition was accounted for under
the acquisition method of accounting which required the Company to perform an allocation of the purchase price to the assets acquired.
Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on
their estimated fair values as of the acquisition date.



Purchased intangible assets are recognized
and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to
be amortized over their estimated useful lives using the straight-line method as follows:





|Platform              | 7 years 
|--------------------- | --------
|Customer relationship | 10 years





Separately identifiable intangible assets
to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows
resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible
assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended
March 31, 2018 and 2017, the Company recorded an impairment charge against the Platform in the amount of $2,000,175 and nil, respectively.



F-13







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | -- | ------------------------------------------------------



| | (i) | Business combination
| | --- | --------------------



The Company accounted for its business
combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost
of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred
by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed
as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition
date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value
of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii)
the fair value of the identifiable net assets of the acquiree is recorded as goodwill.



| | (j) | Goodwill
| | --- | --------



Goodwill represents the excess of the purchase
consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired
entity or business as a result of the Company’s acquisitions of interests in its subsidiary, VIE and business. Goodwill is
not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate
that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step
quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and
market considerations, overall financial performance of the reporting unit, and other specific information related to the operations.
Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the
carrying amount, the quantitative impairment test is performed.



In performing the two-step quantitative
impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If
the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step
will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair
value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined
in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first
step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned
to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes
of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application
of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning
assets, liabilities and goodwill to reporting units, and determining the fair value of each reporting unit.



For the years ended March 31, 2018 and
2017, the Company recorded an impairment charge against goodwill in the amount of $6,179,206 and nil, respectively.



| | (k) | Loss per share
| | --- | --------------



Basic loss per share is computed by dividing
net loss attributable to stockholders by the weighted average number of outstanding shares of common stock, adjusted for outstanding
shares of common stock that are subject to repurchase.



For the calculation of diluted loss per
share, net loss attributable to ordinary stockholders for basic loss per share is adjusted by the effect of dilutive securities,
including share-based awards, under the treasury stock method. Potentially dilutive securities, of which the amounts are insignificant,
have been excluded from the computation of diluted net loss per share if their inclusion is anti-dilutive.



F-14









SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | -- | ------------------------------------------------------



| | (l) | Revenue recognition
| | --- | -------------------



The Company recognizes revenue when the
following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the service has been
rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured.



During the years ended March 31, 2018
and 2017, the Company generates revenues primarily from service fees in matching investors with borrowers and for the other
services provided over the life of a loan.



Borrowers and Creditor Partners —
Transaction fees are paid by borrowers and credit partners to the Company for the work the Company performs through its platform.
The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other
factors. The fees charged to borrowers and creditor partners are paid (i) upon disbursement of the proceeds for loans accruing
interest on a monthly basis and (ii) upon full payment of principal and interest of loans accruing interest on a daily basis. These
fees are non-refundable upon the issuance of loan.



Investors — The Company charges investors
a service fee on their actual investment return. The Company generally receives the service fees upon the investors receiving their
investment return. The Company recognizes the revenue when loan was repaid and investor received their investment income.



| | (m) | Selling, general and administrative expenses
| | --- | --------------------------------------------



Selling, general and administrative expenses
primarily consisted of employee salaries and benefit, office rental expense, travel expenses, customer verification and credit
assessment costs and platform maintenance cost.



F-15







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | -- | ------------------------------------------------------



| | (n) | Income taxes
| | --- | ------------



The Company accounts for income taxes in
accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the
recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between
the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently
due plus deferred taxes.



The charge for taxation is based on the
results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.



Deferred tax is accounted for using the
balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that
it is probable that taxable income to be utilized with prior net operating loss carried forward. Deferred tax is calculated using
tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged
or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant
taxing authorities.



An uncertain tax position is recognized
as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with
a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50%
likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as
income tax expense in the period incurred. The Company did not have significant unrecognized uncertain tax positions or any unrecognized
liabilities, interest or penalties associated with unrecognized tax benefit as of March 31, 2018 and 2017. As of March 31, 2018,
the tax years ended December 31, 2013 through 2017 for the Company’s PRC entities remain open for statutory examination by
PRC tax authorities.



| | (o) | Comprehensive income (loss)
| | --- | ---------------------------



Comprehensive income (loss) includes net
loss and foreign currency adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and
comprehensive income (loss). Accumulated other comprehensive loss, as presented on the consolidated balance sheets are the cumulative
foreign currency translation adjustments. As of March 31, 2018 and 2017, the balance of accumulated other comprehensive loss amounted
to $253,761 and $1,107,762, respectively.



F-16







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | -- | ------------------------------------------------------



| | (p) | Leases
| | --- | ------



Leases are classified as either capital
or operating leases. Leases that transfer substantially all the benefits and risks incidental to the ownership of assets are accounted
for as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases
are accounted for as operating leases wherein rental payments are recognized in the consolidated statements of operations on a
straight-line basis over the lease terms. The Company had no capital leases for the years ended March 31, 2018 and 2017.



| | (q) | Significant risks and uncertainties
| | --- | -----------------------------------



| | 1) | Credit risk
| | -- | -----------





Assets that potentially subject the Company
to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets
to credit risk is their carrying amount as at the balance sheet dates. As March 31, 2018, approximately $11,000,000 was deposited
with a bank in the United States which was insured by the government up to $250,000. At March 31, 2018 and 2017, approximately
$180,000 and $161,00, respectively, were primarily deposited in financial institutions located in Mainland China,  which were
uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash
deposits with large financial institutions in China which management believes are of high credit quality.





The Company’s operations are carried
out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced
by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition,
the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among
other factors.



| | 2) | Liquidity risk
| | -- | --------------



The Company is also exposed to liquidity
risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business
needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary,
the Company will turn to other financial institutions and the stockholders to obtain short-term funding to meet the liquidity requirements.



| | 3) | Foreign currency risk
| | -- | ---------------------





Substantially all of the Company’s
operating activities and the Company’s major assets and liabilities are denominated in RMB, except for the cash deposit of
approximately $11,000,000 which was in U.S. dollars at March 31, 2018, which is not freely convertible into foreign currencies.
All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized
financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory
institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value
of RMB is subject to changes in central government policies and to international economic and political developments affecting
supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the
gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected.



| | 4) | VIE risk
| | -- | --------



It is possible
that the VIE Agreements among Sichuan Senmiao, WFOE, and the Sichuan Senmiao Shareholders would not be enforceable in China if
PRC government authorities or courts were to find that such contracts contravene PRC laws and regulations or are otherwise not
enforceable for public policy reasons. In the event that the Company were unable to enforce these contractual arrangements, the
Company would not be able to exert effective control over the VIE. Consequently, the VIE’s
results of operations, assets and liabilities would not be included in the Company's consolidated financial statements. If such
were the case, the Company's cash flows, financial position, and operating performance would be materially adversely affected.
The Company's contractual arrangements with Sichuan Senmiao, WFOE, and the Sichuan Senmiao Shareholders are approved and in place.
Management believes that such contracts are enforceable, and considers the possibility remote that PRC regulatory authorities with
jurisdiction over the Company's operations and contractual relationships would find the contracts to be unenforceable.



The Company's
operations and businesses rely on the operations and businesses of its VIE, which holds certain recognized revenue-producing assets
including the Platform, user relationship and goodwill. The VIE also has an assembled workforce, focused primarily on customer
verification and credit assessment, whose costs are expensed as incurred. The Company's operations and businesses may be adversely
impacted if the Company loses the ability to use and enjoy assets held by its VIE.



F-17







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------



| | (r) | Recently issued accounting standards
| | --- | ------------------------------------



In May 2014, the Financial Accounting Standards
Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU
2014-09”). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer
of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when
it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The guidance also
requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer
contracts. The guidance in ASU 2014-09 was effective for annual reporting periods beginning after December 15, 2017 (including
interim reporting periods within those periods), which means it became effective for the Company’s fiscal year beginning
April 1, 2018. In March 2016, the FASB issued ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue
versus Net)” (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations
in the new revenue recognition standard. In April 2016, the FASB issued ASU No. 2016-10, “Identifying Performance Obligations
and Licensing” (“ASU 2016-10”), which reduces the complexity when applying the guidance for identifying performance
obligations and improves the operability and understandability of the license implementation guidance. In May 2016, the FASB issued
ASU No. 2016-12 “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the
guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. In December
2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”
(“ASU 2016-20”), which makes minor corrections or minor improvements to the Codification that are not expected to have
a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments
are intended to address implementation and provide additional practical expedients to reduce the cost and complexity of applying
the new revenue standard. These amendments have the same effective date as the new revenue standard. The Company planned to adopt
Topic 606 in the first quarter of its fiscal year beginning April 1, 2018 using the retrospective transition method. The Company’s
current revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASU 2014-09.
Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. The
adoption of this new guidance is not expected to have a material effect on the Company’s consolidated financial statements.
The Company will make further assessment at adoption based upon outstanding contracts at that time. In September 2017, the FASB
issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers
(Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the
July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU
No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09. The Company
will adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective
date and transition requirements for the amendments for ASU 2014-09 for reporting periods beginning after December 15, 2017.



In January 2016, the FASB issued ASU 2016-01,
Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,
to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information.
The update requires equity investments (except those accounted for under the equity method or those that result in consolidation
of the investee) to be measured at fair value with changes in fair value recognized in net income. It eliminated the requirement
for public entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be
disclosed for financial instruments measured at amortized cost on the balance sheet. The ASU is effective for the fiscal years
beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this ASU is not expected
to have a material effect on the Company’s consolidated financial statements.



In February 2016, the FASB issued ASU 2016-02,
Amendments to the ASC 842 Leases. This update requires the lessee to recognize the assets and liability (the lease liability) arising
from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee
(and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option
to extend the lease or not to exercise an option to terminate the lease. Within twelve months or less lease term, a lessee is permitted
to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should
recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for fiscal years
beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the effect, if
any, on the Company’s consolidated financial statements.



F-18







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------



In August 2016, the FASB has issued Accounting
Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,
to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.
The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs;
(2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation
to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds
from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including
Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization
Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective
for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted,
including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period
presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues
would be applied prospectively as of the earliest date practicable. Management is evaluating the effect, if any, on the Company’s
consolidated financial statements. The Company does not expect that the adoption of this guidance will have a material impact on
its consolidated financial statements.



On November 22, 2017, the FASB ASU No.
2017-14, “Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition Topic 605), and Revenue
from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release
33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement — Reporting Comprehensive Income; ASC 605,
Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding
ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of
SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated
financial statements.



The Company does not believe other recently
issued but not yet effective accounting standards, if currently adopted, would have a material effect would have a material effect
on the consolidated financial position, statements of operations and cash flows.



| | 3. | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
| | -- | ------------------------------------------------



The Company has noted the following errors
in relation to its consolidated financial statements for the year ended March 31, 2017 that were included in the Company’s
Registration Statement on Form S-1 filed with the Securities Exchange Commission on October 20, 2017, as amended. The errors related
to the correction of adjustment of disposal loss arising from discontinued operations and accrual of unpaid employee benefit contributions.



| | 1) | Adjustment of disposal loss arising from discontinued
operations
| | -- | ----------------------------------------------------------------



Pursuant to ASC 205-20-45-3A, the disposal
loss arising from discontinued operations shall be accounted for the results of the discontinued operations. As a result, the Company
made an accounting adjustment reflected in the restated consolidated financial statements contained in this Form S-1. As a
result, net loss from continuing operations decreased by $64,968, while net loss from discontinued operations increased by $64,986.
The accounting adjustment had no impact on the consolidated balance sheet.



| | 2) | Accrual of employee benefit contributions
| | -- | -----------------------------------------



As of March 31, 2017, the Company
did not make adequate employee benefit contributions in the amount of $34,437. The Company accrued the amount in accrued payroll
and welfare.



F-19







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 3. | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | -- | ------------------------------------------------------------



The following table sets forth the adjustment
to the Company’s results of operations compared to the previously reported consolidated financial statements.



The effects of the restatement on the Company’s
consolidated balance sheet as of March 31, 2017 are as follows:



|                                       |  | As at March 31, 2017  
|-------------------------------------- |  | ----------------------
|                                       |  | As Previously Reported
|Accrued expenses and other liabilities |  | $                     
|Total Current Liabilities              |  | $                     
|Accumulated deficit                    |  | $                     
|Accumulated other comprehensive loss   |  | $                     
|Total Stockholders’ Equity             |  | $                     



F-20







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 3. | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | -- | ------------------------------------------------------------



The effects of the restatement on the Company’s
consolidated statements of operations and comprehensive income (loss) for the year ended March 31, 2017 are as follows:



|                                                                                                            |  | For The Year Ended March 31, 2017
|----------------------------------------------------------------------------------------------------------- |  | ---------------------------------
|                                                                                                            |  | As Previously  Reported          
|Selling, general and administrative expenses                                                                |  | $                                
|Total operating expenses                                                                                    |  | $                                
|Loss from operations                                                                                        |  | $                                
|Loss on disposal of a subsidiary                                                                            |  | $                                
|Total other income                                                                                          |  | $                                
|Loss before income taxes                                                                                    |  | $                                
|Net loss from continuing operations                                                                         |  | $                                
|Net (loss)/income from discontinued operations, net of tax                                                  |  | $                                
|Net Loss                                                                                                    |  | $                                
|Net loss attributable to Senmiao Technology Limited                                                         |  | $                                
|Net loss attributable to Senmiao Technology Limited from continuing operation                               |  | $                                
|Net (loss)/income attributable to Senmiao Technology Limited from discontinued operation                    |  | $                                
|Foreign currency translation adjustment                                                                     |  | $                                
|Comprehensive Loss                                                                                          |  | $                                
|Comprehensive loss attributable to Senmiao Technology Limited                                               |  | $                                
|Comprehensive loss attributable to Senmiao Technology Limited from continuing operation                     |  | $                                
|Comprehensive (loss)/income attributable to Senmiao Technology Limited from discontinued operation          |  | $                                
|Earnings per share                                                                                          |  |                                  
|Basic and diluted loss for the year attributable to the stockholders of the Company                         |  | $                                
|Earnings per share from continuing operations                                                               |  |                                  
|Basic and diluted loss from continuing operations attributable to the stockholders of the Company           |  | $                                
|Earnings per share from discontinued operations                                                             |  |                                  
|Basic and diluted (loss)/profit from discontinued operations attributable to the stockholder of the Company |  | $                                





F-21







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 3. | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | -- | ------------------------------------------------------------



The effects of the restatement on the Company’s
consolidated statements of changes in stockholders’ equity for the year ended March 31, 2017 are as follows:



|                                  |  | Accumulated Deficit as Previously
Reported |          | Accumulated Deficit as Restated |  | Accumulated other comprehensive Loss as Previously
Reported |          | Accumulated other comprehensive Loss as Restated |  | Total Equity as Previously
                                                                                                                                                                                                     Reported |            | Total Equity as Restated
|--------------------------------- |  | ------------------------------------------ | -------- | ------------------------------- |  | ----------------------------------------------------------- | -------- | ------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ------------------------
|Net loss                          |  | $                                          | (552,622 | )                               |  | $                                                           | (587,882 | )                                                |  | $                                                                                                                                                                                                                                        | —          |                         
|Foreign currency translation loss |  |                                            | —        |                                 |  |                                                             | —        |                                                  |  |                                                                                                                                                                                                                                          | (602,445   | )                       
|Disposal of a subsidiary          |  |                                            | —        |                                 |  |                                                             | —        |                                                  |  |                                                                                                                                                                                                                                          | —          |                         
|Balance as of March 31, 2017      |  | $                                          | (587,437 | )                               |  | $                                                           | (622,697 | )                                                |  | $                                                                                                                                                                                                                                        | (1,108,585 | )                       



The effects of the restatement on the Company’s
consolidated statements of cash flows for the year ended March 31, 2017 are as follows:



|                                       |  | For The Year Ended March 31, 2017
|-------------------------------------- |  | ---------------------------------
|                                       |  | As Previously Reported           
|Net loss from continuing operations    |  | $                                
|Loss on disposal of a subsidiary       |  |                                  
|Accrued expenses and other liabilities |  |                                  



F-22







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 4. | ACQUISITION OF LENDING PLATFORM
| | -- | -------------------------------



On September 25, 2016, Sichuan Senmiao
completed the acquisition of a peer-to-peer lending business in Chengdu, Sichuan Province. The Company acquired all of the right,
title and interest in and to substantially all of the assets associates with the lending business, including the lending platform
(consisting of website, ICP license, operating systems, servers, and management system), all its employees, users and computer
equipment. Under the terms of the purchase agreement, the seller received an aggregate consideration of RMB 69,690,000 in cash
(approximately $10.1 million). The cash consideration was fully funded by the paid-in capital of Sichuan Senmiao and was fully
paid in March 2017.



The acquisition cost amounting to $6,163
was recorded in general and administrative expenses when it was incurred.



The acquisition had been accounted for
as a business combination and the results of operations of the Platform have been included in the Company’s consolidated
financial statements from the acquisition date. The Company made estimates and judgments in determining the fair value of acquired
assets and liabilities, based on an independent preliminary valuation report and management’s experiences with similar assets
and liabilities. The following table summarizes the estimated fair values for major classes of assets acquired and liabilities
assumed at the date of acquisition, using the exchange rate of 6.6714 on that day.



|                             |  | Fair value
|---------------------------- |  | ----------
|Net tangible assets          |  | $         
|Platform                     |  |           
|User relationships           |  |           
|Goodwill                     |  |           
|Total purchase consideration |  | $         



F-23







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 4. | ACQUISITION OF LENDING PLATFORM (CONTINUED)
| | -- | -------------------------------------------



The accounting literature establishes guidelines
regarding the presentation of this unaudited pro forma information. Therefore, this unaudited pro forma information is not intended
to represent, nor does the Company believe it is indicative of, the consolidated results of operations of Senmiao that would have
been reported had the acquisition been completed as of April 1, 2016. Furthermore, this unaudited pro forma information does
not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the
anticipated future consolidated results of operations of Senmiao.



The unaudited pro forma consolidated financial
information reflects the historical results of the peer-to-peer lending business, adjusted to reflect the acquisition had it been
completed as of April 1, 2016. The most significant pro forma adjustments to the historical results of operations relate to
the application of purchase accounting for the acquisition. The unaudited pro forma financial information includes various assumptions,
including those related to the finalization of the purchase price allocation.



UNAUDITED PRO FORMA CONSOLIDATED INCOME
STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2017



|                                             |  | For the Year Ended March 31, 2017
|-------------------------------------------- |  | ---------------------------------
|                                             |  | Senmiao                          
|                                             |  | Restated                         
|Revenues                                     |  | $                                
|Gross revenues                               |  |                                  
|Operating expenses                           |  |                                  
|Selling, general and administrative expenses |  |                                  
|Amortization of intangible assets            |  |                                  
|Total operating expenses                     |  |                                  
|(Loss)/Income from operations                |  |                                  
|Other income                                 |  |                                  
|Interest income                              |  |                                  
|Other income, net                            |  |                                  
|Total other income                           |  |                                  
|(Loss)/Income Before Income Taxes            |  |                                  
|Income tax recovery/(expense)                |  |                                  
|Net (Loss)/Income from continuing operations |  |                                  
|Net loss from discontinued operations        |  |                                  
|Net (Loss)/Income                            |  | $                                










| | (1) | The income statement of the Acquisition is for the period from April 1, 2016 to September 25, 2016.
| | --- | ---------------------------------------------------------------------------------------------------

| | (2) | Represents the amortization of the Platform and user relationships which were acquired through the Acquisition. Their estimated
useful life is 10 years for user relationship and 7 years for the Platform.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The tax effects of pro forma adjustments have been applied using the statutory rates in effect for the relevant jurisdictions
during the period presented.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



F-24







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 5. | DISCONTINUED OPERATIONS
| | -- | -----------------------



During the year ended March 31, 2017,
the Company sold its 60% equity interest in Zhongyi Yinfeng Investment Management Co., Ltd. (Zhongyi Yinfeng), to an unrelated
third party, for a cash consideration of RMB 60,000,000 (equivalent of   $8.9 million). For disposal transactions
that occur on or after April 1, 2015, a component of the Company is reported in discontinued operations after meeting the
criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect
on the Company’s operations and financial results. The Company analyzed the quantitative and qualitative factors relevant
to the disposal of equity interest in Zhongyi Yinfeng and determined the criteria for held-for-sale classification have been met,
and the transaction represents a strategic shift where the Company is exiting the private equity investment, which will have a
major effect on the Company’s operations and financial results going forward. As such, the financial results of Zhongyi Yinfeng
are reported as discontinued operations in the consolidated financial statements. The consolidated financial statements and amounts
previously reported have been reclassified, as necessary, to allow for meaningful comparison of continuing operations.



As of September 30, 2016, the date
of completion of the disposal, the net asset of Zhongyi Yinfeng amounted to approximately $15.0 million and the non-controlling
interest amounted to approximately $6.0 million. As a result, the Company recorded a loss of $64,968 on the sale of Zhongyi Yinfeng,
in which the Company held a 60% equity interest.



The transaction qualified to be presented
as discontinued operations as it met the criterion of 1) the disposed subsidiary is a component of an entity; 2) the subsidiary
was disposed of by sale, and 3) the disposal represents a strategic shift that has a major effect on an entity’s operations
and financial results.



Results of the discontinued operations
are summarized as follows:



|                                               |  | For the six months ended September 30, 2016 |         | For the year ended March 31, 2016
|---------------------------------------------- |  | ------------------------------------------- | ------- | ---------------------------------
|                                               |  | (Restated)                                  |         |                                  
|Sales                                          |  | $                                           | 12,936  |                                  
|General and administrative expenses            |  |                                             | (35,088 | )                                
|Other income                                   |  |                                             | 244     |                                  
|Income tax expense                             |  |                                             | —       |                                  
|Loss on disposal of a subsidiary               |  |                                             | (64,968 | )                                
|Net (loss)/income from discontinued operations |  | $                                           | (86,876 | )                                



The following table summarizes the carrying amounts of the major
classes of assets and liabilities held for sale in the consolidated balance sheets as of September 30, 2016 and March 31,
2016, respectively:



|                                                     |  | September 30, 2016 |            | March 31, 2016
|---------------------------------------------------- |  | ------------------ | ---------- | --------------
|Cash and cash equivalents                            |  | $                  | 1,084      |               
|Due from related parties                             |  |                    | 9,270,711  |               
|Other current assets                                 |  |                    | 7,511,162  |               
|Long-term investment                                 |  |                    | 2,248,801  |               
|Assets of disposal group classified as held for sale |  | $                  | 19,031,758 |               
|Due to related parties                               |  | $                  | 3,930,649  |               
|Other current liabilities                            |  |                    | 134,774    |               



F-25







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 5. | DISCONTINUED OPERATIONS (CONTINUED)
| | -- | -----------------------------------



|                                                                            |  | September 30, 2016 |           | March 31, 2016
|--------------------------------------------------------------------------- |  | ------------------ | --------- | --------------
|Liabilities directly associated with the assets classified as held for sale |  | $                  | 4,065,423 |               
|Non-controlling interest in net assets of discontinued operation            |  | $                  | 5,986,534 |               
|Company’s interest in net assets of discontinued operation                  |  |                    | 8,979,801 |               
|Less: Cash consideration received from disposal of the subsidiary           |  |                    | 8,914,833 |               
|Loss on disposal of a subsidiary                                            |  | $                  | 64,968    |               



During the year ended March 31, 2016, the Company did not
incur significant divestures.



| | 6. | PREPAYMENTS, RECEIVABLES AND OTHER ASSETS
| | -- | -----------------------------------------



As of March 31, 2018 and 2017, prepayments,
receivables and other assets consisted of the following:



|                      |  | March 31, 2018 |        | March 31, 2017
|--------------------- |  | -------------- | ------ | --------------
|                      |  |                |        |               
|Loans to employees    |  | $              | 2,718  |               
|Prepaid expenses      |  |                | 44,861 |               
|Advance to a supplier |  |                | -      |               
|Others                |  |                | 22,842 |               
|                      |  | $              | 70,421 |               



| | 7. | PROPERTY AND EQUIPEMENT, NET
| | -- | ----------------------------



The Company’s property and equipment
are recorded at cost less accumulated depreciation. Depreciation expenses are calculated using straight-line method over the estimated
useful life with no salvage value.



Property and equipment consist of the following:



|                               |  | March 31, 2018 |        | March 31, 2017
|------------------------------ |  | -------------- | ------ | --------------
|                               |  |                |        |               
|Computer equipment             |  | $              | 13,680 |               
|Less: accumulated depreciation |  |                | (4,808 | )             
|                               |  | $              | 8,872  |               



Depreciation expense totaled
$3,580 and $961 for the years ended March 31, 2018 and 2017, respectively.



F-26









SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 8. | INTANGIBLE ASSETS, NET AND GOODWILL
| | -- | -----------------------------------



As of March 31, 2018 and 2017, the intangible
assets consisted of user relationship, platform and software.



|                               |  | Useful life |  | March 31, 2018 |            |   | March 31, 2017 |  
|------------------------------ |  | ----------- |  | -------------- | ---------- | - | -------------- | -
|                               |  |             |  |                |            |   |                |  
|User relationship              |  | 10          |  | $              | 419,573    |   |                | $
|Platform                       |  | 7           |  |                | 4,493,151  |   |                |  
|Software                       |  | 7           |  |                | 84,545     |   |                |  
|                               |  |             |  |                | 4,997,269  |   |                |  
|Less: accumulated amortization |  |             |  |                | (1,043,871 | ) |                |  
|impairment                     |  |             |  |                | (2,000,175 | ) |                |  
|                               |  |             |  | $              | 1,953,223  |   |                | $



Amortization expense totaled $659,558 and
$324,710 for the years ended March 31, 2018 and 2017, respectively.



The following table sets forth the Company’s
amortization expenses for the five years since March 31, 2018:



|                                          |  | Amortization  expenses |          
|----------------------------------------- |  | ---------------------- | ---------
|                                          |  |                        |          
|Year ending March 31, 2019                |  | $                      | 320,149  
|Year ending March 31, 2020                |  |                        | 320,149  
|Year ending March 31, 2021                |  |                        | 320,149  
|Year ending March 31, 2022                |  |                        | 320,149  
|Year ending March 31, 2023 and thereafter |  |                        | 672,627  
|                                          |  | $                      | 1,953,223



As of March 31, 2018 and 2017, the goodwill
is as follows:



|                 |  | March 31, 2018 |            |   | March 31, 2017 |  
|---------------- |  | -------------- | ---------- | - | -------------- | -
|                 |  |                |            |   |                |  
|Goodwill         |  | $              | 6,179,206  |   |                | $
|Less: impairment |  |                | (6,179,206 | ) |                |  
|                 |  | $              | -          |   |                | $







| | 9. | ACCRUED EXPENSES AND OTHER LIABILITIES
| | -- | --------------------------------------



|                            |  | March 31, 2018 |         |  | March 31, 2017 |  
|--------------------------- |  | -------------- | ------- |  | -------------- | -
|                            |  |                |         |  |                |  
|Other payable               |  | $              | 194,943 |  |                | $
|Accrued payroll and welfare |  |                | 195,695 |  |                |  
|Other tax payable           |  |                | 5,471   |  |                |  
|Customer deposit            |  |                | 8,495   |  |                |  
|                            |  | $              | 404,604 |  |                | $



The balance of other payable represented amount due to suppliers and vendors.



F-27







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 10. | EMPLOYEE BENEFIT PLAN
| | --- | ---------------------



The Company has made employee benefit
contribution in accordance with relevant Chinese regulations, including retirement insurance, unemployment insurance, medical
insurance, housing fund, work injury insurance and maternity insurance. The Company recorded the contribution in the salary and
employee charges when incurred. The contributions made by the Company were $37,136 and $6,706 for the years ended March 31, 2018
and 2017, respectively.



As of March 31, 2018 and 2017, the Company
did not make adequate employee benefit contributions in the amount of $150,205 and $34,437. The Company accrued the amount in
accrued payroll and welfare.



| | 11. | stockholders’
                                         equity
| | --- | -------------------------------------------------------------





Common Stock





The Company is authorized to issue 100,000,000
shares of $0.0001 par value common stock. On September 18, 2017, the Company issued 45,000,000 shares of common stock to Sichuan
Senmiao Shareholders.



On January 29, 2018, the Company’s
board of directors and stockholders approved a one-for-two reverse stock split of its issued and outstanding shares of common stock.
As such, the Company’s total issued and outstanding shares became 22,500,000 share immediately following the reverse stock
split. In connection with reverse stock split, all shares and per share amounts have been retroactively restated as if it occurred
on April 1, 2015.



On March 16, 2018, the Company closed
its initial public offering of 3,000,000 shares of common stock. On March 28, 2018, the Company sold additional 379,400 shares
of common stock from the exercise of the underwriter’s over-allotment option. The public offering price of the shares sold
in the initial public offering was $4.00 per share. The total gross proceeds from the offering were approximately $13.5 million.
After deducting underwriting discounts and commissions and offering expenses payable by the Company, the aggregate net proceeds
received by the Company totaled approximately $12.2 million.



Warrants





The registration statement relating to
the Company’s initial public offering also covered the underwriter’s common stock purchase warrants to purchase 337,940
shares of common stock. Each five-year warrant entitles warrant holder to purchase the Company’s common stock at the price
of $4.80 per share and is not exercisable for a period of 180 days from March 16, 2018.



| | 12. | INCOME TAXES
| | --- | ------------



The United States of America



The Company is incorporated in the State
of Nevada in the U.S., and is subject to U.S. federal corporate income taxes. The State of Nevada does not impose any state corporate
income tax.



On December 22, 2017, the Tax Cuts and
Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include,
but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31,
2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition
tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. As the Company has a March 31
fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately
31.5% for its fiscal year ending March 31, 2018, and 21% for subsequent fiscal years. Accordingly, the Company has to remeasure
it deferred tax assets on net operating loss carryforward in the U.S and concluded no effect on the Company’s income tax
expenses as the Company has no deferred tax assets generated since inception.



Additionally, the Tax Act imposes a one-time
transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to
U.S. taxation. The change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary
differences and NOL carryforwards and recorded one time income tax payable to be paid in 8 years. However, this one-time transition
tax has no effect on the Company’s income tax expenses as the Company has no undistributed foreign earnings prior to March
31, 2018, as the Company has cumulative foreign losses as of March 31, 2018.



The Company's net operating loss for the
year ended March 31, 2018 amounted to approximately $0.2 million. As of March 31, 2018, the Company’s net operating loss
carry forward for United States income taxes was approximately $0.2 million. The net operating loss carry forwards are available
to reduce future years' taxable income through year 2037. Management believes that the realization of the benefit from this loss
appears uncertain due to the Company's operating history. Accordingly, the Company has provided a 100% valuation allowance on the
deferred tax asset to reduce the deferred tax assets to zero. As of March 31, 2018 and 2017, valuation allowance for deferred tax
assets was approximately $0.04 million and nil, respectively. Management reviews this valuation allowance periodically and makes
changes accordingly



F-28







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 12. | INCOME TAXES (CONTINUED)
| | --- | ------------------------



PRC



The WFOE and Sichuan Senmiao are subject
to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The
EIT rate for companies operating in the PRC is 25%.



Income taxes that are attributed to the
continuing operations in the PRC are consist of:



|                            |  | For the Years Ended March 31 |  
|--------------------------- |  | ---------------------------- | -
|                            |  | 2018                         |  
|                            |  |                              |  
|Current income tax expense  |  | $                            | -
|Deferred income tax benefit |  |                              | -
|Deferred income tax benefit |  |                              |  
|                            |  | $                            | -



As of March 31, 2018 and 2017, the Company
had net operating loss carryforwards of $1,512,341 and $527,498, which will expire in 2023 and 2022, respectively. The Company
reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset
will be fully realized. At March 31, 2018 and 2017, full valuation allowance is provided against the deferred tax assets based
upon management’s assessment as to their realization.



The tax effects of temporary differences
from continuing operations that give rise to the Company’s deferred tax assets are as follows:





|                                             |  | March 31, |          |   | March 31, |  
|-------------------------------------------- |  | --------- | -------- | - | --------- | -
|                                             |  | 2018      |          |   | 2017      |  
|                                             |  |           |          |   |           |  
|Net operating loss carryforwards in the PRC  |  | $         | 378,085  |   |           | $
|Net operating loss carryforwards in the U.S. |  |           | 43,021   |   |           |  
|Less: valuation allowance                    |  |           | (421,117 | ) |           |  
|                                             |  | $         | -        |   |           | $



The Company evaluates its valuation allowance
requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether,
based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s
judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected
in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately
depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under
applicable tax law.



F-29







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 12. | INCOME TAXES (CONTINUED)
| | --- | ------------------------



Below is a reconciliation of the statutory
tax rate to the effective tax rate:



|                                                                  |  | For the Years Ended March 31, |      
|----------------------------------------------------------------- |  | ----------------------------- | -----
|                                                                  |  | 2018                          |      
|                                                                  |  |                               |      
|PRC statutory tax rate                                            |  | $                             | 25.0 
|Effect of income tax rate difference in other jurisdiction        |  |                               | (0.1 
|Effect of non-deductible impairments for intangibles and goodwill |  |                               | (22.5
|Effects of valuation allowance on deferred income tax asset       |  |                               | (2.4 
|PRC statutory tax rate                                            |  | $                             | 0    



F-30







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 13. | RELATED PARTY TRANSACTIONS AND BALANCES
| | --- | ---------------------------------------



| | 1) | Due to stockholders
| | -- | -------------------



As of March 31, 2018 and 2017, the balance
of due to stockholders was as follows:



|         |  | March 31, 2018 |           |  | March 31, 2017 |  
|-------- |  | -------------- | --------- |  | -------------- | -
|         |  |                |           |  |                |  
|Jun Wang |  | $              | 114,595   |  |                | $
|Xiang Hu |  |                | 945,824   |  |                |  
|Hong Li  |  |                | 30,389    |  |                |  
|         |  | $              | 1.090,808 |  |                | $

The balances due to Jun Wang and Xiang
Hu are unsecured borrowings.



The balance due to Hong Li is payable on
demand.



| | 2) | Related party transactions
| | -- | --------------------------



In December 2017, the Company entered into
loan agreements with Xiang Hu and Jun Wang, who agreed to grant a line of credit of approximating $955,308 and $159,218, respectively,
for five years to the Company. The line of credit was non-interest bearing, effective from January 2017. During the year ended
March 31, 2018, the Company borrowed from Hu Xiang and Jun Wang, the stockholders of the Company and Sichuan Senmiao, in the amount
of $690,370 and $74,832, respectively. These borrowings were non-interest bearing and without specific terms of repayment.



During the year ended March 31, 2018,
the Company paid listing expenses on behalf of Xiang Hu and Jun Wang who agreed to pay part of the Company’s expenses in
connection with its initial public offering, in the amount of $59,692 and $7,585, respectively. The Company accounted for the
expenses as a deduction against the amount due from the stockholders.



During the year ended March 31, 2017,
the Company entered into two office lease agreements with Hong Li, both with a term from January 1, 2017 to January 1, 2020. For
the year ended March 31, 2018, the Company paid $86,405 of rental expenses to Hong Li.



F-31







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 14. | COMMITMENTS AND CONTINGENCIES
| | --- | -----------------------------



| | 1) | Lease Commitments
| | -- | -----------------



During the year ended March 31,
2018, the Company leased its offices and three apartments under five lease agreements expiring through January 2020. Rental expenses for the years ended
March 31, 2018 and 2017 were $122,741 and $28,359, respectively. The following table sets forth the
Company’s contractual obligations as of March 31, 2018 in future periods:



|                                          |  | Rental payments |        
|----------------------------------------- |  | --------------- | -------
|                                          |  |                 |        
|Year ending March 31, 2019                |  | $               | 137,304
|Year ending March 31, 2020                |  |                 | 97,855 
|Year ending March 31, 2021 and thereafter |  |                 | -      
|                                          |  | $               | 235,159



F-32







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 15. | PARENT-ONLY FINANCIALS
| | --- | ----------------------



SENMIAO TECHNOLOGY LIMITED

CONDENSED BALANCE SHEETS



|                                                                                                                                                                                      |  | March 31, |             |   | March 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | - | --------- | -
|                                                                                                                                                                                      |  | 2018      |             |   | 2017      |  
|                                                                                                                                                                                      |  |           |             |   |           |  
|ASSETS                                                                                                                                                                                |  |           |             |   |           |  
|Current Assets                                                                                                                                                                        |  |           |             |   |           |  
|Cash and cash equivalents                                                                                                                                                             |  | $         | 10,961,071  |   |           | $
|Prepayments, receivables and other assets                                                                                                                                             |  |           | 39,964      |   |           |  
|                                                                                                                                                                                      |  |           |             |   |           |  
|Total Current Assets                                                                                                                                                                  |  |           | 11,001,035  |   |           |  
|                                                                                                                                                                                      |  |           |             |   |           |  
|Other Assets                                                                                                                                                                          |  |           |             |   |           |  
|Escrow receivable                                                                                                                                                                     |  |           | 1,200,000   |   |           |  
|Investment in subsidiary                                                                                                                                                              |  |           | 830,562     |   |           |  
|Total Assets                                                                                                                                                                          |  | $         | 13,031,597  |   |           | $
|                                                                                                                                                                                      |  |           |             |   |           |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                  |  |           |             |   |           |  
|                                                                                                                                                                                      |  |           |             |   |           |  
|Total Liabilities                                                                                                                                                                     |  | $         | 152,927     |   |           | $
|                                                                                                                                                                                      |  |           |             |   |           |  
|Stockholders' Equity                                                                                                                                                                  |  |           |             |   |           |  
|Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 25,879,400 and 20,250,000 shares issued and outstanding at March 31, 2018 and March 31, 2017, respectively) |  |           | 2,588       |   |           |  
|Additional paid-in capital                                                                                                                                                            |  |           | 23,611,512  |   |           |  
|Accumulated deficit                                                                                                                                                                   |  |           | (10,481,669 | ) |           |  
|Accumulated other comprehensive loss                                                                                                                                                  |  |           | (253,761    | ) |           |  
|Total Stockholders’ Equity                                                                                                                                                            |  |           | 12,878,670  |   |           |  
|Total Liabilities and Stockholders’ Equity                                                                                                                                            |  | $         | 13,031,597  |   |           | $



F-33







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SENMIAO TECHNOLOGY LIMITED

CONDENSED STATEMENTS OF OPERATIONS





|                                         |  | For the Years Ended March 31, |           
|---------------------------------------- |  | ----------------------------- | ----------
|                                         |  | 2018                          |           
|                                         |  |                               |           
|                                         |  |                               |           
|General and administrative expenses      |  | $                             | (204,864  
|Equity of loss in subsidiary             |  |                               | (9,654,108
|Net loss                                 |  |                               | (9,858,972
|Foreign currency translation adjustments |  |                               | 854,001   
|Comprehensive loss                       |  | $                             | (9,004,971





SENMIAO TECHNOLOGY LIMITED

CONDENSED STATEMENTS OF CASH FLOWS





|                                                                            |  | For the Years ended March 31, |           
|--------------------------------------------------------------------------- |  | ----------------------------- | ----------
|                                                                            |  | 2018                          |           
|                                                                            |  |                               |           
|Cash Flows from Operating Activities                                        |  |                               |           
|Net loss                                                                    |  | $                             | (9,858,972
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                               |           
|Equity of loss of subsidiaries                                              |  |                               | 9,654,108 
|Changes in operating assets and liabilities:                                |  |                               |           
|Prepayments, receivables and other assets                                   |  |                               | (39,964   
|Accrued expenses and other liabilities                                      |  |                               | 81,927    
|Due to stockholders                                                         |  |                               | 71,000    
|                                                                            |  |                               |           
|Cash Flows used in Operating Activities                                     |  |                               | (91,901   
|                                                                            |  |                               |           
|                                                                            |  |                               |           
|Cash Flows From Financing Activities:                                       |  |                               |           
|Net Proceeds from issuance of common stock in initial public offering       |  |                               | 9,641,604 
|Proceeds from exercise of the underwriter’s overallotment option            |  |                               | 1,411,368 
|Cash Flows provided by Financing Activities                                 |  |                               | 11,052,972
|                                                                            |  |                               |           
|Net increase in cash and cash equivalents                                   |  |                               | 10,961,071
|Cash and cash equivalents, beginning of year                                |  |                               | -         
|                                                                            |  |                               |           
|Cash and cash equivalents, end of year                                      |  | $                             | 10,961,071
|                                                                            |  |                               |           
|Supplemental Cash Flows Information:                                        |  |                               |           
|Income tax paid                                                             |  | $                             | -         
|Interest paid                                                               |  | $                             | -         
|                                                                            |  |                               |           
|Non-cash investing and financing activities:                                |  |                               |           
|IPO issuance costs net against additional paid-in capital                   |  | $                             | 1,264,628 
|Escrow receivable in connection with IPO                                    |  | $                             | 1,200,000 
|IPO expenses paid by the Company’s stockholders                             |  | $                             | 67,277    



F-34







SENMIAO TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | (a) | Basis of presentation
| | --- | ---------------------



The condensed financial information of
Senmiao Technology Limited, has been prepared using the same accounting policies as set out in the consolidated financial statements.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have
been condensed or omitted by reference to the consolidated financial statements.



| | (b) | Investment in subsidiary and equity of loss in subsidiaries
| | --- | -----------------------------------------------------------



The investment in subsidiary consists of
investments in WFOE and VIE. The equity of loss in subsidiary consists of equity of loss in WFOE and VIE.



| | (c) | Stockholders’ equity
| | --- | --------------------



On September 18, 2017, the Company issued
an aggregate of 45,000,000 shares of common stock to Sichuan Senmiao Shareholders. The Company recorded $4,500 for the issuance
of the shares.



On January 29, 2018, the Company’s
board of directors and stockholders approved a one-for-two reverse stock split of its issued and outstanding shares of common stock.



On March 16, 2018, the Company closed its
initial public offering of 3,000,000 shares of common stock. On March 28, the Company sold additional 379,400 shares of common
stock upon exercise of the underwriter’s over-allotment option. The public offering price of the shares sold in the initial
public offering was $4.00 per share. The total gross proceeds from the offering were approximately $13.5 million. After deducting
underwriting discounts and commissions and offering expenses payable by the Company, the aggregate net proceeds received by the
Company totaled approximately $12.2 million.



Warrants



The registration statement relating to
the Company’s initial public offering also covered the underwriter’s common stock purchase warrants to purchase 337,940
shares of common stock. Each five-year warrant entitles the warrant holder to purchase the Company’s common stock at the
price of $4.80 per share and is not exercisable for a period of 180 days from March 16, 2018.





F-35









PART IV



| | Item 15. | Exhibits, Financial Statement Schedules
| | -------- | ---------------------------------------



|(a) | The following documents are filed as part of this Report:
|--- | ---------------------------------------------------------
|    |                                                          
|    | (1)                                                      
|    |                                                          
|    | (2)                                                      



All financial statement schedules are omitted
because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the
financial statements and notes thereto in is Item 15 of Part IV below.



| | (3) | Exhibits
| | --- | --------



We hereby file as part of this Report
the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied
at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates or on the SEC website at www.sec.gov.



5







EXHIBIT INDEX



|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                       
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|3.1        |  | Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|3.2        |  | Certificate of Amendment to Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.2 to the Amendment No.3 to Registration Statement on Form S-1 filed with the SEC on January 30, 2018                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|3.3        |  | Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                                                                                           
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.1       |  | Exclusive Business Cooperation Agreement, dated September 18, 2017, by and between Sichuan Senmiao Zecheng Business Consulting Co., Ltd. and Sichuan Senmiao Ronglian Technology Co., Ltd., incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                     
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.2       |  | Form of Equity Interest Pledge Agreement by and among Sichuan Senmiao Zecheng Business Consulting Co., Ltd., Sichuan Senmiao Ronglian Technology Co., Ltd. and each equity holder of Sichuan Senmiao Ronglian Technology Co., Ltd., incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017             
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.3       |  | Exclusive Option Agreement, dated September 18, 2017, by and among Sichuan Senmiao Zecheng Business Consulting Co., Ltd., Sichuan Senmiao Ronglian Technology Co., Ltd. and each equity holder of Sichuan Senmiao Ronglian Technology Co., Ltd., incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.4       |  | Form of Power of Attorney, incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                                                                                      
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.5       |  | Timely Reporting Agreement, dated September 18, 2017, by and between Sichuan Senmiao Ronglian Technology Co., Ltd. and the Company, incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                             
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.6       |  | Form of Financial Intermediary Service Contract, incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                                                                
|           |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.7       |  | System Integrating Agreement, dated December 7, 2016, by and between the Company and Guangdong Huaxing Bank Co., Ltd., incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                          



6







|10.8  |  | Individual Network Lending Institution Clients Fund Depository Business Cooperation Agreement, dated February 23, 2017, by and between the Company and Guangdong Huaxing Bank Co., Ltd., incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017            
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.9  |  | Internet Financial Platform Transfer Agreement, dated September 23, 2016, by and between the Company and Sichuan Cheng He Xin Investment Financing Information Consultation Co., Ltd., incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017              
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.10 |  | Supplementary to Internet Financial Platform Transfer Agreement, dated March 26, 2017, by and between the Company and Sichuan Cheng He Xin Investment Financing Information Consultation Co., Ltd., incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.11 |  | Lease Agreement, dated December 29, 2016, by and among the Company, Xiaodong Yang and Hong Li, incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.12 |  | Supplemental Lease Agreement, dated January 1, 2017, by and among the Company, Xiaodong Yang and Hong Li, incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.13 |  | Form of Loan Assignment and Repurchase Agreement, incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.14 |  | Form of Loan and Security Agreement, incorporated herein by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.15 |  | Strategic Cooperation Framework Agreement, dated March 18, 2017, by and between the Company and Resgreen Health Science & Technology Group Co., Ltd., incorporated herein by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                              
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.16 |  | Employment Agreement between the Company and Xin Chen, incorporated herein by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.17 |  | Employment Agreement between the Company and Rong Zhu, incorporated herein by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                       
|10.18 |  | Employment Agreement between the Company and Chunhai Li, incorporated herein by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                                           



7







|10.19 |  | Form of Director Offer Letter, incorporated herein by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                            
|10.22 |  | Loan Agreement, effective January 1, 2017, by and between Xiang Hu and Sichuan Senmiao Ronglian Technology Co., Ltd., incorporated herein by reference to Exhibit 10.22 to the Amendment No.4 to Registration Statement on Form S-1 filed with the SEC on February 13, 2018
|      |  |                                                                                                                                                                                                                                                                            
|10.23 |  | Loan Agreement, effective January 1, 2017, by and between Jun Wang and Sichuan Senmiao Ronglian Technology Co., Ltd., incorporated herein by reference to Exhibit 10.23 to the Amendment No.4 to Registration Statement on Form S-1 filed with the SEC on February 13, 2018
|      |  |                                                                                                                                                                                                                                                                            
|10.24 |  | Fund Deposit Service Agreement dated April 8, 2018, by and between Senmiao Technology Limited and Sichuan XW Bank Co., Ltd., incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on April 12, 2018                           
|      |  |                                                                                                                                                                                                                                                                            
|14.1  |  | Code of Ethics, incorporated herein by reference to Exhibit 14.1 to the Amendment No.2 to Registration Statement on Form S-1 filed with the SEC on December 29, 2017                                                                                                       
|      |  |                                                                                                                                                                                                                                                                            
|21.1  |  | List of Subsidiaries, incorporated herein by reference to Exhibit 21.1 to the Registration
Statement on Form S-1 filed with the SEC on October 30, 2017                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                            
|31.1  |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                            
|31.2  |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                            
|32.1  |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                            
|32.2  |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                    



* Filed herewith

** Furnished herewith



8









SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Amendment No.1 to the Annual Report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.



|Date: March 19, 2019 | SENMIAO TECHNOLOGY LIMITED                                             
|-------------------- | -----------------------------------------------------------------------
|                     |                                                                        
|                     | By:                                                                    
|                     | Xi Wen                                                                 
|                     | Chairman of the Board, President, Chief Executive Officer and Secretary
|                     | (Principal Executive Officer)                                          



| | By:                                          | /s/ Xiaoyuan Zhang
| | -------------------------------------------- | ------------------
| | Xiaoyuan Zhang                              
| | Chief Financial Officer and Treasurer       
| | (Principal Financial and Accounting Officer)



Pursuant to the requirements
of the Securities Exchange Act of 1934, this Amendment No.1 to the Annual Report on Form 10-K/A has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.



|Signature                |  | Title                                                         |  | Date          
|------------------------ |  | ------------------------------------------------------------- |  | --------------
|/s/ Xi Wen               |  | Chairman of the Board, President, Chief                       |  | March 19, 2019
|Xi Wen                   |  | Executive Officer and Secretary (Principal Executive Officer) |  |               
|                         |  |                                                               |  |               
|/s/ Xiaoyuan Zhang       |  | Chief Financial Officer and Treasurer                         |  | March 19, 2019
|Xiaoyuan Zhang           |  | (Principal Financial and Accounting Officer)                  |  |               
|                         |  |                                                               |  |               
|/s/ Trent D. Davis       |  | Director                                                      |  | March 19, 2019
|Trent D. Davis           |  |                                                               |  |               
|                         |  |                                                               |  |               
|/s/ Xiaojuan
        Lin |  | Director                                                      |  | March 19, 2019
|Xiaojuan Lin             |  |                                                               |  |               
|                         |  |                                                               |  |               
|/s/ Sichun Wang          |  | Director                                                      |  | March 19, 2019
|Sichun Wang              |  |                                                               |  |               
|                         |  |                                                               |  |               
|/s/ Jie Gao              |  | Director                                                      |  | March 19, 2019
|Jie Gao                  |  |                                                               |  |               



9