Sec Form 13G Filing - Hu Xiang filing for SENMIAO TECHNOLOGY LTD COM (AIHS) - 2019-02-14

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Senmiao Technology Limited

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

817225105

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13G

CUSIP No.

817225105

 

1	Names of Reporting Persons
	Xiang Hu
2	Check the appropriate box if a member of a Group (See Instructions)
	(a)  ¨ (b)  ¨
3	Sec Use Only
4	Citizenship or Place of Organization
	People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		1,2501
	6	Shared Voting Power
		10,575,0002
	7	Sole Dispositive Power
		1,2501
	8	Shared Dispositive Power
		10,575,0002

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,576,2503
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	¨
11	Percent of class represented by amount in row (9)
	40.9%4
12	Type of Reporting Person (See Instructions)
	IN

 

¹ Consists entirely of shares of the Issuer’s common stock held by Xiang Hu, representing the restricted stock units that were awarded and settled for Xiang Hu’s past service as a director of the Issuer.

² Consists entirely of shares of the Issuer’s common stock held by Senmiao International Investment Group Limited, a company wholly owned by Xiang Hu.

³ Consists of 1,250 shares of common stock held by Xiang Hu for his past service as a director of the Issuer and 10,575,000 shares of common stock held by Senmiao International Investment Group Limited.

⁴ The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.

 

SCHEDULE 13G

CUSIP No.

817225105

 

1	Names of Reporting Persons
	Senmiao International Investment Group Limited
2	Check the appropriate box if a member of a Group (See Instructions)
	(a)  ¨ (b)  ¨
3	Sec Use Only
4	Citizenship or Place of Organization
	British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
		0
	6	Shared Voting Power
		10,575,000
	7	Sole Dispositive Power
		0
	8	Shared Dispositive Power
		10,575,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	10,575,000
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	¨
11	Percent of class represented by amount in row (9)
	40.9%5
12	Type of Reporting Person (See Instructions)
	CO

 

⁵ The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.

 

Item 1.

 

(a)

Name of Issuer:

 

Senmiao Technology Limited (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

 

16F, Shihao Square, Middle Jiannan Blvd., High-Tech Zone, Chengdu, Sichuan, China 610000

 

Item 2.

 

(a)

Name of Person Filing:

 

This Schedule 13G is filed jointly by:

 

(1) Xiang Hu

 

(2) Senmiao International Investment Group Limited (“Senmiao International”)

 

(b)

Address of Principal Business Office or, if None, Residence:

 

(1) The principal business address of Xiang Hu is Unit 301, Building 1, Huilongmingyuan, Liuyang Economic-Technological Development Zone, Changsha, Hunan, China 410300.

 

(2) The principal business address of Senmiao International is Unit 301, Building 1, Huilongmingyuan, Liuyang Economic-Technological Development Zone, Changsha, Hunan, China 410300.

 

(c)

Citizenship:

 

(1) Xiang Hu is a citizen of the People’s Republic of China.

 

(2) Senmiao International is a British Virgin Islands company.

 

(d)

Title and Class of Securities:

 

Common Stock, Par Value $0.0001

 

(e)

CUSIP No.:

 

817225105

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

  

 

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)	¨	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4. Ownership

 

(1) Xiang Hu

 

(a)

Amount Beneficially Owned: 10,576,250 shares of common stock of the Issuer.

 

(b)

Percent of Class: 40.9%6

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 1,250 shares of common stock of the Issuer.

 

(ii)

Shared power to vote or to direct the vote: 10,575,000 shares of common stock of the Issuer.

 

(iii)

Sole power to dispose or to direct the disposition of: 1,250 shares of common stock of the Issuer.

 

(iv)

Shared power to dispose or to direct the disposition of: 10,575,000 shares of common stock of the Issuer.

 

(2) Senmiao International

 

(a)

Amount Beneficially Owned: 10,575,000 shares of common stock of the Issuer.

 

(b)

Percent of Class: 40.9%7

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0.

 

(ii)

Shared power to vote or to direct the vote: 10,575,000 shares of common stock of the Issuer.

 

⁶ The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.

⁷ The percentage is calculated based upon 25,879,400 shares of outstanding common stock of the Issuer.

 

  

(iii)

Sole power to dispose or to direct the disposition of: 0.

 

(iv)

Shared power to dispose or to direct the disposition of: 10,575,000 shares of common stock of the Issuer.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.

 

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

 

Not applicable.

 

Item 8.

Identification and classification of members of the group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2019
	XIANG HU
	/s/ Xiang Hu
	SENMIAO INTERNATIONAL INVESTMENT GROUP LIMITED
	/s/ Xiang Hu
	Xiang Hu, Director and Secretary