View:
United States securities and exchange commission logo
November 3, 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
Response dated
October 18, 2023
File No. 001-40580
Dear Qiaoling Lu:
We have reviewed your
filing and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Dividends and Distributions, page 51
1. We note the proposed
revised disclosure you provided in your most recent letter, in
response to Comment 4
from our letter dated August 31, 2023. We note that the proposed
revised disclosure
discusses several cash distributions between Sentage HK, the WFOE
and other entities.
However, in the disclosure in this section of the 20-F, you state that the
only cash transfer in
2022, 2021 and 2020 was the transfer of the IPO proceeds. Please tell
us the circumstances
that resulted in the discovery of the additional cash transfers in 2021
between Sentage HK, the
WFOE and other related entities.
2. We note that on page
51, you make reference to an entity called Golden Sun Cayman.
You make a similar
reference in your response to prior comment 2 of our August 31, 2023
letter. In reviewing
your prior filings, including the F-1 filed for your initial public
offering, you have not
previously disclosed any relationship to Golden Sun. Please tell us
Qiaoling Lu
Sentage Holdings Inc.
November 3, 2023
Page 2
about any and all connections between Sentage, any of its related
parties or affiliates, and
Golden Sun.
Item 5. Operating and Financial Review and Prospects
Operating expenses, page 97
3. Please refer to prior comment 1. Please tell us, and revise future
filings to disclose, the
quantitative amount of each individually significant component of your
total selling,
general and administrative expenses for the fiscal year 2022 and 2021
periods presented
in the Form 20-F. Please provide us with a draft of your proposed
disclosure.
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.
Please 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.
Division of
Corporation Finance
November 3, 2023 Page 2 Office of
Finance
FirstName LastName