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United States securities and exchange commission logo
August 31, 2023
Qiaoling Lu
Chief Executive Officer
Sentage Holdings Inc.
501, Platinum Tower
233 Taicang Road
HuangPu, Shanghai City 200001
People's Republic of China
Re: Sentage Holdings
Inc.
Annual Report on
Form 20-F for Fiscal Year Ended December 31, 2022
Filed May 1, 2023
File No. 001-40580
Dear Qiaoling Lu:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F filed May 1, 2023
Introduction, page ii
1. In future filings,
disclose each permission or approval that you, your subsidiaries, or the
VIEs are required to
obtain from Chinese authorities to operate your business and to offer
the securities being
registered to foreign investors. State whether you, your subsidiaries,
or VIEs are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other
governmental agency
that is required to approve the VIE s operations, and state
affirmatively whether
you have received all requisite permissions or approvals and
whether any permissions
or approvals have been denied. Please also describe the
consequences to you and
your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain
such permissions or approvals, (ii) inadvertently conclude that such
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany
August 31, NameSentage
2023 Holdings Inc.
August
Page 2 31, 2023 Page 2
FirstName LastName
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
2. In your next 20-F, provide a clear description of how cash is
transferred through your
organization. Disclose your intentions to distribute earnings or
settle amounts owed under
the VIE agreements. Quantify any cash flows and transfers of other
assets by type that
have occurred between the holding company, its subsidiaries, and the
consolidated VIEs,
and direction of transfer. Quantify any dividends or distributions
that a subsidiary or
consolidated VIE have made to the holding company and which entity
made such transfer,
and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
investors, the source, and their tax consequences. Describe any
restrictions on foreign
exchange and your ability to transfer cash between entities, across
borders, and to U.S.
investors. Describe any restrictions and limitations on your ability
to distribute earnings
from the company, including your subsidiaries and/or the consolidated
VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts
owed under the VIE
agreements. Affirmatively state if you have requested approval to
transfer cash to the
WFOE or to entities outside of China, and if you have requested
permission, and identify
specifically any time when permission was denied or the relevant
authority otherwise
declined to provide permission.
3. We note your disclosure on page 88, including your organizational
structure. In your next
20-F, provide this presentation earlier in the filing, identifying the
person or entity that
owns the equity in each depicted entity. Describe all contracts and
arrangements through
which you claim to have economic rights and exercise control that
results in consolidation
of the VIEs' operations and financial results into your financial
statements.
Item 3. Key Information
Risk Factors, page 1
4. We note your disclosure on page ii that "VIE Agreements have not been
tested in a court
of law in China as of the date of this annual report, and as a result
we are subject to
various risks." In your next filing, revise the summary of risk
factors, disclose the risks
that your corporate structure and being based in or having the
majority of the company s
operations in China pose to investors. In particular, describe the
significant regulatory,
liquidity, and enforcement risks with cross-references to the more
detailed discussion of
these risks in the annual report. For example, specifically discuss
risks arising from the
legal system in China, including risks and uncertainties regarding the
enforcement of laws
and that rules and regulations in China can change quickly with little
advance notice; and
the risk that the Chinese government may intervene or influence your
operations at any
time, or may exert more control over offerings conducted overseas
and/or foreign
investment in China-based issuers, which could result in a material
change in your
operations and/or the market value of your securities.
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany
August 31, NameSentage
2023 Holdings Inc.
August
Page 3 31, 2023 Page 3
FirstName LastName
5. We note your discussion of the Opinions issued on July 6, 2021 in the
risk factor on page
37, as well as in the Risk Factor summary on page 4. We also note
several other risk
factors that discuss the possible impact on your company if your fraud
detection and other
activities are insufficient. However, we do not see any discussion of
the Law on
Combatting Telecom and Online Fraud, which went into force on December
1, 2022.
Please provide us with your analysis as to why this law does not have
a potential impact
on your business, particularly if your risk management and fraud
detection activities are
insufficient to identify improper use of your systems. Make
appropriate changes to your
future filings.
If we fail to implement and maintain an effective system of internal controls,
page 29
6. We note in your disclosure on page 29 that you are an emerging growth
company, and you
have 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 future filings
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.
The disclosures in our reports and other filings with the SEC, page 39
7. We note your disclosure that your filings are not subject to review by
the CSRC or any
other PRC authority. We also note your disclosure, including on page
41 about the
Chinese government's ability to exert significant influence and
control over your
operations, as well as your uncertainty as to the application of the
trial measures on your
obligation to seek CSRC approval. In future filings, please clarify
the extent of any
review of your SEC reports, as of an applicable date. Also, please
ensure that the
disclosure adequately reflects the unsettled nature of the regulation
of foreign investment
in China and the evolving regulatory landscape in China and Hong Kong.
The Chinese government exerts substantial influence, page 41
8. In this risk factor, you discuss the uncertainty related to the
application of the trial
measures, or your obligation to seek approval from the CSRC. In future
filings, provide a
separate risk factor to address this specific uncertainty.
We are a foreign private issuer within the meaning of the rules under the
Exchange Act, page 47
9. We note your disclosure on page 47 that you intend to publish your
results on a quarterly
basis through press releases and on Form 6-K. However, we note that
your results have
been published on earnings releases for the six months ended June 30,
2022 and June 30,
2021, and none have been published in 2023. Please tell us when you
intend to publish
Qiaoling Lu
FirstName LastNameQiaoling Lu
Sentage Holdings Inc.
Comapany
August 31, NameSentage
2023 Holdings Inc.
August
Page 4 31, 2023 Page 4
FirstName LastName
quarterly results as noted in your risk factor and, if your intent to
publish quarterly results
has changed, please revise future filings to specify when you intend
to publish them.
Item 4. Information on the Company
Loan Recommendation Service, page 58
10. We note your disclosure on pages 59 and 69 that the number of
borrowers who have used
your loan recommendation services has grown rapidly over time. We also
note your
disclosure on page 96 that you successfully recommended 115 borrowers
to your funding
partners in fiscal year 2020, 23 borrowers in 2021, and zero borrowers
in 2022. Please
revise future filings to accurately describe the trend in the number
of borrowers who have
used your loan recommendation services during the periods presented.
Prepaid Payment Network Service, page 60
11. We note your disclosures on pages 60 and 75 which refer to your
growing prepaid
payment network service business. We also note that revenue from this
business line
decreased from $928,565 in 2021 to $161,372 in 2022. Please tell us
and revise future
filings to explain how you determined that this business was growing
despite decreased
revenue, including any other performance indicators you may use to
measure growth.
Item 5. Operating and Financial Review and Prospects
Operating expenses, page 97
12. Please revise future filings to describe, in quantitative terms, any
significant components
of your selling, general and administrative expenses that would be
material to an
understanding of your results of operations. Also quantitatively
describe any material
changes and underlying drivers of variability in your selling, general
and administrative
expenses period-over-period. Please provide a draft of your proposed
disclosure in your
response. Please refer to Item 303 of Regulation S-K.
Consolidated Financial Statements
Consolidated Statements of Comprehensive Income and Other Comprehensive Income,
page F-5
13. Please revise future filings to present cost of services on the face
of your statement of
comprehensive income. Please refer to Item 5-03 of Regulation S-X.
Note 2 Summary of significant accounting policies
Basis of presentation, page F-12
14. We note your disclosure that the consolidated financial statements are
presented in the
United States dollar, rounded to the nearest thousands except share
and per share data, or
otherwise noted. However, the consolidated financial statements appear
to be rounded to
the nearest dollar. Please tell us and revise future filings as needed
to explain how the
amounts in your financial statements are presented.
Qiaoling Lu
Sentage Holdings Inc.
August 31, 2023
Page 5
Accounts receivable net, page F-13
15. We note your disclosure that you recorded an allowance for doubtful
accounts on accounts
receivable as of December 31, 2022 and 2021, and also that you
consider all of the
accounts receivable to be fully collectible. Please tell us and revise
future filings to
explain how you determined that all receivables were fully collectible
during those
periods considering your allowance for doubtful accounts.
Convenience translation, page F-13
16. We note your disclosure on page F-13 that the consolidated financial
statements are
translated using an exchange rate as of December 31, 2022 for all
balances. We also note
your disclosure on page F-15 that the financial statements have been
translated using
either the exchange rate at each reporting period end date, historical
rates, or average
rates, as appropriate for different types of balances. Please tell us
and revise future filings
to clarify how you perform foreign currency translations and which
exchange rates are
used.
Recent Adopted Accounting Pronouncements, page F-19
17. Please revise future filings to disclose the effective date of
recently issued accounting
pronouncements as applicable to the Company s December 31 fiscal
year-end date.
Note 6 Prepaid expenses and other current assets, page F-21
18. We note your disclosure of the deposit paid in March 2022 for the
commissioned
acquisition of an e-commerce technology services business. Please
revise future filings to
describe in the Operating Results within Item 5 any material changes
in revenues or net
income that you believe are reasonably likely to occur as a result of
this acquisition. Refer
to Item 303(b)(2) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Katharine Garrett at 202-551-2332 or William Schroeder
at 202-551-
3294 if you have questions regarding comments on the financial statements and
related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any other questions.
FirstName LastNameQiaoling Lu Sincerely,
Comapany NameSentage Holdings Inc.
August 31, 2023 Page 5 Division of
Corporation Finance
FirstName LastName Office of
Finance