Xiaojuan Lin
About Xiaojuan Lin
Independent director of Senmiao Technology Limited (AIHS), age 59, with a background in accounting and finance; holds a Bachelor’s in Statistics from Hunan Finance University and is a Certified Public Accountant in China . Company biography states she has served on the Board since July 20, 2017, while the nominee table lists her “Director Since” as March 2018, indicating a minor disclosure inconsistency . The Board has determined Ms. Lin is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunan Dinchentai (Dingchentai) Investment Co., Ltd. | Legal Representative & Executive General Manager | Since March 2011 | Senior leadership role; later connected to a related-party office lease with AIHS subsidiary (see Related Parties) |
| Hunan Xinhongxin Group | Deputy General Manager & Finance Manager | Apr 2004 – Feb 2010 | Led finance, tax, accounting |
| Tianjin Jiashijian Commercial Group | Finance Manager (Northwest Region) | Aug 2000 – Mar 2004 | Managed finance, tax, accounting |
| Cygent Hotel | Budgeting & Accounting Manager | 1986 – 2000 | Budgeting/accounting leadership |
External Roles
| Organization | Role | Board/Committee Role | Interlock/Conflict Notes |
|---|---|---|---|
| Hunan Dinchentai (Dingchentai) Investment Co., Ltd. | Legal Representative & Executive General Manager | Not disclosed as a public company directorship | Hunan Ruixi (AIHS subsidiary) leased office space from Dingchentai; $41,668 rent in FY2024 and $47,043 in FY2023; approx. $44,250/yr rent terms disclosed |
| Public company boards (current) | — | — | None disclosed for Ms. Lin in AIHS proxies |
Board Governance
- Independence and composition: Board majority independent; Ms. Lin is independent per Nasdaq rules .
- Committees and roles (current):
- Audit Committee member; chair: Sichun Wang .
- Compensation Committee chair; members: Lin, Wang, Davis .
- Nominating & Corporate Governance Committee chair; members: Lin, Wang, Davis .
- Attendance: In FY ended Mar 31, 2024, each director attended or participated in ≥75% of aggregate Board and relevant committee meetings; Board met once, Audit 4x, Compensation 1x, Nominating 0x .
- Board leadership: Combined CEO/Chair; no Lead Independent Director .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-exec directors) | $20,000 (Ms. Lin); exception: Mr. Trent Davis $40,000 | Company expects to settle director retainer payments by December 2025; reasonable pre-approved expense reimbursement provided |
| Equity grants to directors in FY2024 | None | No RSUs granted to directors during FY2024 |
Performance Compensation
- No performance-based compensation disclosed for directors; no stock or option awards granted to Ms. Lin in FY2024 .
Other Directorships & Interlocks
| Type | Entity | Role/Link | Detail |
|---|---|---|---|
| Related-party transaction link | Hunan Dingchentai (Dinchentai) Investment Co., Ltd. | Ms. Lin is legal representative & executive GM | Hunan Ruixi (AIHS subsidiary) office lease with Dingchentai; rent ~$44,250/yr; expenses $41,668 (FY2024), $47,043 (FY2023) |
| Public company boards (Ms. Lin) | — | None disclosed | No other public-company directorships disclosed in AIHS proxies |
Expertise & Qualifications
- CPA (China) with extensive finance, accounting, and managerial experience; B.S. in Statistics (Hunan Finance University) .
- Governance expertise indicated by chair roles on Compensation and Nominating & Corporate Governance Committees; member of Audit Committee .
- Independence affirmed under Nasdaq rules .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Ms. Lin) | 5,349 shares (all underlying 5,349 RSUs) | Of these, 455 RSUs vested but shares not issued as of Mar 7, 2025 |
| % of shares outstanding | “*” (less than 1%) | 10,518,040 shares outstanding as of Mar 7, 2025 |
| Director RSU context | Company states “accumulated 23.720 RSUs to directors,” 2,273 vested but not settled; no director RSUs issued in FY2024; expected settlement by Dec 2025 | Company language quoted as disclosed |
Governance Assessment
-
Strengths
- Independence and committee leadership: Ms. Lin chairs Compensation and Nominating & Corporate Governance and serves on Audit; Board affirmed her independence under Nasdaq rules .
- Financial acumen: CPA with multi-decade finance/accounting leadership—well-suited for oversight roles, including Audit .
- Engagement: Met ≥75% attendance threshold; Audit met 4x; Compensation 1x .
- Shareholder support: Re-elected at Apr 30, 2025 AGM with 5,872,054 votes for vs. 13,321 withheld; strong Say-on-Pay advisory approval (5,835,474 for vs. 49,325 against) .
-
Risks/Red Flags
- Related-party exposure: Hunan Ruixi leased office space from Dingchentai, where Ms. Lin is legal representative and executive GM; $41,668 (FY2024) and $47,043 (FY2023) paid—poses ongoing conflict risk, albeit subject to Audit Committee review/approval per policy .
- Cash compensation settlement timing: Company expects to settle director retainers by Dec 2025—timing suggests payment deferral; monitor for potential liquidity/governance concerns .
- Governance structure: No Lead Independent Director; CEO also serves as Chair .
- Committee cadence: Nominating & Corporate Governance Committee had zero meetings in FY2024, which may constrain governance process oversight; however, attendance thresholds were met .
-
Controls/Policies
- Audit Committee is tasked with pre-approving and reviewing related-party transactions (Item 404), internal controls, and auditor oversight .
- Code of Ethics disclosed; no Section 16(a) delinquent filers for FY2024; no “certain legal proceedings” involving directors reported .
Meeting & Voting Snapshot (Context)
| Item | Result |
|---|---|
| Director election (Apr 30, 2025) | Ms. Lin: 5,872,054 For; 13,321 Withheld |
| Auditor ratification (FY2025) | 6,659,541 For; 3,100 Against; 5,200 Abstain |
| Say-on-Pay | 5,835,474 For; 49,325 Against; 576 Abstain |
| Say-on-Pay frequency | Three years (5,383,046 votes) |
Notes on Independence, Attendance, and Committees
| Topic | Disclosure |
|---|---|
| Independence | Ms. Lin is independent under Nasdaq rules |
| Attendance | ≥75% participation in Board/committee meetings (FY2024) |
| Audit Committee | Member; Audit met 4x; Chair: Sichun Wang |
| Compensation Committee | Chair (members: Lin, Wang, Davis); met 1x |
| Nominating & Corporate Governance Committee | Chair (members: Lin, Wang, Davis); 0 meetings in FY2024 |
RED FLAGS: Related-party leasing with Dingchentai tied to Ms. Lin’s outside role ; director cash retainers not expected to be settled until Dec 2025 ; absence of a Lead Independent Director .