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United States securities and exchange commission logo
June 4, 2020
Qiaoling Lu
Chief Executive Officer
Sentage Holdings Inc.
501, Platinum Tower, 233 Taicang Rd, HuangPu
Shanghai City the PRC
Re: Sentage Holdings
Inc.
Draft Registration
Statement on Form F-1
Submitted on May 8,
2020
CIK No. 0001810467
Dear Ms. Lu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Form F-1 DRS submitted May 8, 2020
Prospectus Summary, page 1
1. We note that you are
only managing the repayment and collection of loans that borrowers
had obtained from
individual investors through your offline loan recommendation
business, which you had
operated until the end of 2017, and that since the end of 2017
you have not charged
any new fees for loan repayment and collection
management. Consistent
with your disclosure on page 59, disclose here that you have not
provided any
intermediary services for any new investors due to changes in related
governing regulations
in China. Please also expand your disclosure on page 59 to identify
and discuss in detail
the applicable regulations that impacted your business.
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany NameSentage Holdings Inc.
June 4, 2020
Page 2
June 4, 2020 Page 2
FirstName LastName
2. Consistent with your disclosure on page 64, please disclose in the
prospectus summary the
percentage of your operating revenue derived from your three business
lines for the fiscal
year ended 2019. Please also highlight in the prospectus summary that
91.3% of your
2019 revenue was derived from the consumer loan repayment and
collection management
services under engagements that will be completed by the middle of
2020. Also,
consistent with your disclosure on page 61, clarify in the prospectus
summary that you
have not secured a new source of revenue to replace the loss of your
current
engagements. Please also include risk factor disclosure related to
exiting your initial line
of business, as applicable.
3. We note that the revenue generated from your payment services
consisted of technology
consulting and support fees. Consistent with your disclosure on page
60, please disclose
here that you have not issued any prepaid cards for your potential
customers yet. Please
also reconcile this with disclosure in this section that appears to
indicate you have issued
prepaid cards, such as the disclosure that your "merchant customers
choose us because we
are a licensed prepaid card issuer capable of offering multipurpose
prepaid cards and a
licensed payment service provider." In addition, consistent with your
disclosure on page
64, clarify here that the number of customers for your prepaid network
payment business
was two for the fiscal year ended 2019.
Risk Factors, page 10
4. We note your disclosure on page 7 that you elected to use the extended
transition period
for complying with new or revised accounting standards under Section
102(b)(1) of the
JOBS Act. Please revise to include a risk factor explaining that this
election allows you to
delay the adoption of new or revised accounting standards that have
different effective
dates for public and private companies until those standards apply to
private companies,
and as a result of this election, your financial statements may not be
comparable to
companies that comply with public company effective dates. Include a
similar statement
in your critical accounting policy disclosure.
5. Please also address in the risk factors any potential difficulties
with the ability of U.S.
regulators to conduct investigations, inspections, or collection of
evidence within the
PRC.
Use of Proceeds, page 51
6. Please disclose the estimated net amount of the proceeds broken down
into each principal
intended use thereof. Refer to Item 3.C.1 of Form 20-F.
Corporate History and Structure, page 55
7. Please include a separate paragraph for each entity listed in the
diagram with the
exception of the holders of the equity interest in Sentage Holdings,
Inc. In each paragraph
disclose:
the date formed and its business purpose;
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany NameSentage Holdings Inc.
June 4, 2020
Page 3
June 4, 2020 Page 3
FirstName LastName
the amount of assets and equity at December 31, 2019;
the number of employees at the same date;
the revenues earned and profit/loss for the year ended December
31, 2019; and,
how such revenues were earned and the fee structure in place at
December 31, 2019.
Key Financial Performance Indicators, page 64
8. Please revise your disclosure to state, if true, that data related to
the number of service
agreements under your consumer loan repayment and collection
management business is
as of the beginning of the period (i.e., January 1, 2018 and 2019).
Industry Loan Recommendation Business Model, page 81
9. We note your disclosure on pages 2, 81, 89, 93 and 107 that as of the
date of the
prospectus, you deliver value in the form of delinquency rate of zero
percent and that
mortgage loans granted to borrowers recommended by the Company
achieved a default
rate of zero percent as opposed to an industry average of
approximately 3% for similar
loans. Considering you did not begin offering loan recommendation
services until June
2019, it appears the loans recommended by the Company could be less
seasoned than
those captured in the industry average. Please enhance your
disclosures to address this
potential issue of comparability with industry averages and the fact
that the delinquency
and loss rates associated with the loans recommended by the Company
may increase in
the future as the loans become more seasoned.
Continue to Invest in Technology, Focusing on Artificial Intelligence And Data
Analytics, page
94
10. We note your plan to develop a mobile app. Please discuss in greater
detail your plan
regarding the development of a mobile app, including its intended
purpose related to your
products and services, the timeline of its development, and the
anticipated costs to
develop. Please also clarify if additional financing will be needed to
develop this.
Maintain The Steady Growth of Our Loan Recommendation Business, page 95
11. You disclose that you have a signed memorandum of understanding with
Jiangxi Finance
Limited Group Co. Ltd., a state-owned asset management corporation.
Please disclose the
material terms and conditions of any relevant agreements,
understandings or
arrangements. If applicable, please also file the same as an exhibit
to the registration
statement pursuant to Item 601(b)(10) of Regulation S-K, or advise.
Repayment and Collection Management Process, page 96
12. We note your disclosure on page 97 that the total amount to be repaid
and collected
increased from approximately $68.0 million at December 31, 2018 to
approximately $74.4
million at December 31, 2019. Please revise to explain how the amount
to be repaid and
collected increased during FY 2019 despite the fact that you are only
managing the
Qiaoling Lu
Sentage Holdings Inc.
June 4, 2020
Page 4
repayment and collection of loans that borrowers had obtained from
individual investors
which you operated until the end of 2017.
13. As a related matter, we note your disclosure on page 98 discussing the
underlying reasons
for the decrease in the total amount repaid and collected and yearly
average repayment
and collection rate for the 2019 fiscal year. Disclosure indicates
that the decrease was due
to the fact that you are only managing the repayment and collection of
loans that
borrowers had obtained from individual investors through your offline
loan
recommendation business, which you operated until the end of 2017, and
the fact that
your current loan servicing and collection management engagements will
all be completed
by the middle of 2020. Please revise your disclosure to elaborate on
how these factors
caused a decline in the amount repaid and collected and the yearly
average repayment and
collection rate, especially considering the fact that the total value
of loans borrowers are
obligated to repay investors increased during 2019.
Business Partners, page 107
14. We note that you provide loan recommendation services to a group of
funding partners,
have maintained partnership with two third-party referral partners,
maintained long-term
partnerships with several third-party appraisers, and use services
provided by technology
companies such as Tianyancha and Qichacha to access larger borrower
databases. We
also note your disclosure on page 23 that you rely on third-party
service providers, such as
borrower acquisition partners, data providers, and third-party
collection agencies, to
conduct your business, and enter into collaboration contracts with
fixed terms with such
service providers. Please tell us whether you are substantially
dependent upon any
existing agreements with these service partners, and if so revise to
summarize the material
terms of any such agreements. Please also clarify the use of the term
"funding partners"
throughout so as to clarify to whom these partners are providing
funding to. In this regard,
please clarify if the funding partners are providing funds to your
business or providing
loans to borrower applicants you recommend to the "funding partners."
Our Customers, page 110
15. We note your disclosure that you have had three active payment service
customers.
Please clarify what you mean by "active" payment service customers, and
if and how this
differs from your prepaid card payment services. Also reconcile this
with your disclosure
on page 64 that you have two customers for your prepaid payment network
business.
Further, provide support for your disclosure that a majority of your
customers were
FirstName LastNameQiaoling Lu
established, large corporations, including large shopping malls, with
the remaining
Comapany NameSentage Holdings Inc. size merchants, and that the diversity of
your merchant
customers being small-to-medium
June 4,customers underscores the usability and flexibility of your offerings.
2020 Page 4
FirstName LastName
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany NameSentage Holdings Inc.
June 4, 2020
Page 5
June 4, 2020 Page 5
FirstName LastName
Our Collaboration with NetsUnion, page 111
16. We note that you entered into a network access agreement with
NetsUnion in July 2019.
We also note from your risk factor on page 20 that you are dependent
on NetsUnion, and
any changes to its rules or practices could harm your prepaid payment
network
business. Please file this agreement as an exhibit to the registration
statement, or advise.
Refer to Item 601(b)(10) of Regulation S-K.
Lock-Up Agreements, page 159
17. Please briefly describe the "certain exceptions" to the lock-up
agreements.
Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Restricted Cash, page F-11
18. We note your disclosure on page F-11 that in connection with the
Company's newly
launched prepaid payment network service business, the Company is
required to make
security deposit with PRC banks in order to issue prepaid gift and
debit cards to
customers. Please revise to include an enhanced discussion of the
nature, terms and
purpose of the security deposit, which is recorded as restricted cash.
Revenue from consumer loan repayment and collection management services, page
F-13
19. We note that your disclosure that loan repayment management fee is
recognized when a
specific borrower repays the principal and interests to an investor
within the loan term
and that once a specific loan is repaid the Company's obligation is
satisfied. We also
note your disclosure that collection management fee is recognized at
early of either
successful recovery of full or part of a delinquent loan or after 12
months from the time
such loan becomes delinquent. Lastly, we note your disclosure that
these fees are
recognized over time when designated services are performed. Please
refer to ASC 606-
10-25-24 and revise your disclosure to clarify whether revenue is
recognized at a point in
time or over time and how you made that determination. In the event
you recognize
revenue at a point in time, please revise to include disclosures
required by ASC 606-10-
50-19. In the event you recognize revenue over time, please revise to
include the
disclosures required by ASC 606-10-50-18.
20. We note your disclosure on page F-13 that loan repayment management
fee is recognized
when a specific borrower repays the principal and interests to an
investor within the loan
term and that collection management fee is recognized at earlier of
either successful
recovery of full or part of a delinquent loan or after 12 months from
the time such loan
becomes delinquent. This disclosure appears to imply that you have
identified two
distinct services accounted for as separate performance obligations
rather than one
performance obligation with a single method of measuring progress.
Please revise to
clarify whether the loan repayment management fee and the collection
management fee
Qiaoling Lu
Sentage Holdings Inc.
June 4, 2020
Page 6
are accounted for as separate performance obligations or as a single
performance
obligation. Refer to ASC 606-10-25-14 through 25-22.
21. As a related matter, we note your disclosure that pursuant to the
service agreements,
investors authorized the Company to monitor and manage the repayment
and collection
process of outstanding loans for a fixed service fee, which was paid
upfront by investors.
Please tell us the amount of the transaction price (upfront fee)
allocated to each of the
performance obligation(s) including significant judgements that
influenced your
allocation. Refer to ASC 606-10-32-28 through 32-41, ASC
606-10-50-17(b) and ASC
606-10-50-20(c).
22. Please revise your disclosure to provide an enhanced discussion
explaining how each
performance obligation associated with consumer loan repayment and
collection
management services is satisfied and the effect that these factors
have on the contract
liability balance. In the event you recognize revenue over time,
please disclose how you
measure progress toward complete satisfaction of each of the
performance obligations.
Refer to ASC 606-10-50-9, ASC 606-10-50-10(e) and ASC 606-10-50-17.
Revenue recognition, page F-13
23. We note your disclosure on page F-13 that you early adopted ASC 606
using the modified
retrospective approach. Please revise future filings to disclose when
you adopted ASC
606.
Revenue from services provided to borrower for loan recommendation, page F-14
24. We note from your disclosure on page 89 that you charge your referral
partners a
commission pursuant to a service agreement. Please revise to disclose
your revenue
recognition policy for these commissions along with the applicable
disclosures required
by ASC 606-10-50.
Note 13 Segment Reporting, page F-24
25. We note your disclosure that management of the Company concluded that
it has only one
reporting segment, which is followed by a table indicating the Company
has three
segments: consumer loan repayment and collection management; loan
recommendation
services; and prepaid network services. Please revise as necessary to
clarify this
discrepancy.
Item 7. Recent Sales of Unregistered Securities, page II-2
FirstName LastNameQiaoling Lu
26. Please disclose the exemption from registration claimed for these
issuances and state
Comapany NameSentage Holdings to make the exemption available. Refer to Item
701 of
briefly the facts relied upon Inc.
June 4,Regulation S-K.
2020 Page 6
FirstName LastName
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany NameSentage Holdings Inc.
June 4, 2020
June 4, 2020 Page 7
Page 7
FirstName LastName
Exhibit Index, page II-6
27. Please file executed copies, rather than or in addition to the "Form
of" versions, of
Exhibits 10.3 through 10.8 with your public filing and prior to
requesting effectiveness.
General
28. We note that you appear to refer to clients or customers as investors
throughout your
registration statement. Please clearly disclose how these investors
differ from
shareholders, and consider identifying your clients or customers in a
way that
distinguishes them from current and future shareholders, or advise.
You may contact William Schroeder at 202-551-3294 or Ben Phippen at
202-551-3697 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance