Senmiao Technology Ltd

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 4,510,000 shares of Common Stock that would underlie warrants issued in a concurrent private placement tied to a registered direct offering that closed on November 20, 2025. Management is seeking this approval because the aggregate potential issuance upon exercise would exceed 20% of the Company’s outstanding shares prior to the offering, triggering Nasdaq’s requirement for shareholder approval; without it the warrants cannot be issued. The board frames the transaction as necessary to complete a financing that produced approximately $2.8 million of gross proceeds, providing working capital to support operations. Key terms: the Warrants would be exercisable immediately, have a 5.5-year term, and an exercise price of $1.26 per share. Approving the proposal enables the Company to satisfy its commitments to the investors and preserve future fundraising relationships; failing approval could strain investor relations and limit near-term capital-raising options. Material governance and economic implications include dilution to existing holders if investors exercise the warrants, potential downward pressure on the market price, and an expanded cap table that could affect voting power. The board’s recommendation is driven by capital needs and Nasdaq compliance, but shareholders should weigh the benefit of the immediate cash infusion against substantial potential dilution and the long-term terms of the warrants. Finally, shareholders should consider the interplay between this issuance and other proposals on the agenda (notably the PIPE and authorized share increase), which together could significantly increase the number of shares outstanding.

This proposal authorizes, but does not require, the Board to implement one or more reverse stock splits of the Company’s common stock at an aggregate ratio up to 1:100, with timing and exact ratio left to the Board’s discretion prior to the next annual meeting. Management is seeking the authorization to provide flexibility to raise the per‑share trading price, principally to maintain compliance with Nasdaq’s $1.00 minimum bid price requirement, and to potentially make the stock more attractive to institutional investors. The mechanics are conventional: issued and outstanding shares would be combined according to the chosen ratio, fractional shares would be rounded up to whole shares, and share and award counts would be proportionately adjusted. The board emphasizes that stockholder approval will not obligate it to act; it will consider market conditions and other factors before choosing to effect a split. From a governance perspective, the proposal preserves management discretion but concentrates the economic effect on share count and liquidity without changing relative ownership percentages (aside from fractional rounding). Potential downsides include the market perception that a reverse split signals weakness, the possibility of reduced float and trading volume, and limited relief if underlying business fundamentals do not improve. The Board recommends for the authorization to retain operational flexibility, but shareholders should weigh the short-term Nasdaq-compliance benefits against the longer-term implications for liquidity and investor perception.

This proposal seeks shareholder approval to amend the Articles of Incorporation to increase authorized common shares tenfold from 50 million to 500 million. Management argues the increase is needed to provide an adequate reserve for anticipated equity financings (specifically citing the PIPE), issuance upon exercise of outstanding and future warrants and options, and to retain flexibility for acquisitions or other corporate actions without repeated shareholder votes. The practical effect is to remove a potential cap on share issuance that could otherwise impede the Company’s ability to complete the PIPE or other financings. Shareholders should be aware that an increased pool of authorized but unissued shares materially raises the potential for future dilution, since the Board could issue shares for financings, employee awards, or transactions subject to applicable approvals. The Company discloses no specific pre-commitments to use all the additional shares beyond the PIPE and existing obligations, but the amendment would enable significant expansion of the share base if the Board chose to do so. Governance implications include expanded board discretion over capital structure and the need for shareholders to monitor subsequent issuances closely. The Board recommends approval to preserve operational and financing flexibility, while shareholders must balance the benefits of enabling necessary financings against the dilution risk.

This proposal seeks shareholder approval to consummate a private placement (PIPE) under a Securities Purchase Agreement dated April 23, 2026 that contemplates sale of up to 10,000,000 Units (each Unit = one share and four warrants) at $1.10 per Unit for gross proceeds up to $11,000,000. Management requires shareholder approval under Nasdaq Listing Rule 5635(d) because the combined issuance of the PIPE Shares and potential Warrant Shares (up to 10,000,000 and up to 40,000,000 respectively) would exceed 20% of the Company’s outstanding shares prior to the transaction. The PIPE Warrants carry a $1.49 exercise price, a five‑year term, and a cashless exercise feature if resale registration has not been obtained after six months. Management and the Board argue the transaction is necessary to provide working capital to support operations and permit the Company to meet its financing commitments under the PIPE Agreement. Key investor protections include resale restrictions and restrictive legends until registration or other exemptions are available, which could limit immediate liquidity for purchasers and impact market supply. The transaction carries substantial dilution risk: if fully subscribed and exercised, the potential increase in outstanding shares is material and could significantly dilute existing stockholders’ ownership and voting power. The Board recommends approval on the basis of the Company’s capital needs, but shareholders should weigh the immediate financing benefits against the long‑term dilution and potential downward pressure on share price, as well as the interplay with the proposed authorized share increase and the issuance of other outstanding warrants.