UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-40580
Sentage Holdings Inc.
501, Platinum Tower, 233 Taicang Rd., Huangpu,
Shanghai City, the PRC
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
In connection with the 2024 Annual General Meeting
of Shareholders of Sentage Holdings Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), the
Company hereby furnishes the following documents:
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 7, 2024
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Sentage Holdings Inc. |
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By: |
/s/ Qiaoling Lu |
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Name: |
Qiaoling Lu |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
SENTAGE HOLDINGS INC.
Notice of 2024 Annual General Meeting of Shareholders
To Be Held on December 13, 2024 at 10 a.m. EST
NOTICE IS HEREBY GIVEN THAT the annual
general meeting (the “Meeting”) of the holders (the “shareholders”) of Class A Ordinary Shares and Class B Ordinary
Shares (collectively, the “Ordinary Shares”) of Sentage Holdings Inc. (the “Company”) will be held at 501 Platinum
Tower, 233 Taicang Road, Huangpu, Shanghai, China, on December 13, 2024 at 10 a.m.
EST, with the ability given to the shareholders to join virtually. Registered shareholders, directors,
as well as duly appointed proxyholders will be able to attend, participate and vote at the Meeting via live audio webcast at www.virtualshareholdermeeting.com/SNTG2024.
The Meeting and any or all adjournments thereof
will be held for the following purposes:
| 1. | to re-elect Ms. Qiaoling Lu as a director of the Company to hold office in accordance with the articles
of association of the Company until the next annual general meeting; |
| 2. | to re-elect Mr. Yiheng Guo as a director of the Company to hold office in accordance with the articles
of association of the Company until the next annual general meeting; |
| 3. | to re-elect Mr. Angel Colon as a director of the Company to hold office in accordance with the articles
of association of the Company until the next annual general meeting; |
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| 4. | to re-elect Mr. Shengsong Wang as a director of the Company to hold office in accordance with the articles
of association of the Company until the next annual general meeting; and |
| 5. | to elect Ms. Yingxin Bi as a director of the Company to hold office in accordance with the articles of
association of the Company until the next annual general meeting. |
The foregoing items are described in the proxy
statement accompanying this notice. The board of directors of the Company (the “Board of Directors”) unanimously recommends
that the shareholders vote “FOR” for all the items.
The Board of Directors has fixed the close of
business on October 25, 2024 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice
of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares
of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders
may obtain a copy of the proxy materials from the Company’s website at http://ir.sentageholdings.com/.
Each resolution proposed at the
annual general meeting shall be decided by way of a poll. Holders of the Class A Ordinary Shares and Class B Ordinary Shares shall vote
together as one class on the resolutions submitted to a vote. Each Class B Ordinary Share shall entitle the holder thereof to twenty
(20) votes on all matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle the holder thereof to one (1)
vote on all matters subject to vote at the Meeting.
Each shareholder who is entitled to attend
and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and a proxyholder need
not be a shareholder.
Management is soliciting proxies. Shareholders
who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested
to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy
statement accompanying this Notice and vote it (i) online at www.proxyvote.com, (ii) by phone at 1-800-690-6903, or (iii) by mail to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
For the proxy to be valid, the duly completed
and signed form of proxy must be received on or before 11:59 p.m. Eastern Time the day before the date of the Meeting or any adjournment
of the Meeting. A shareholder may appoint as his, her or its proxy a person other than those named in the enclosed form of proxy. For
the avoidance of doubt, the proxy need not be a shareholder of the Company.
| By Order of the Board of Directors, |
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| /s/ Qiaoling Lu |
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| Qiaoling Lu |
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| Chairman of the Board of Directors |
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Shanghai, China
November 7,
2024
Exhibit 99.2
SENTAGE HOLDINGS INC.
Annual General Meeting of Shareholders
December 13, 2024
10 a.m. EST
PROXY STATEMENT
The board of directors (the “Board of Directors”)
of Sentage Holdings Inc. (the “Company”) is soliciting proxies for the annual general meeting (the “Meeting”)
of holders (the “shareholders”) of the Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the
“Ordinary Shares”) of the Company to be held on December 13, 2024 at 10 a.m. EST. The Company will hold the Meeting at 501
Platinum Tower, 233 Taicang Rd, Huangpu, Shanghai (200001), China. Shareholders will be able to attend in person and via live audio
webcast online at www.virtualshareholdermeeting.com/SNTG2024. Shareholders will have an equal
opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless
of their geographic location.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting in real time. Beneficial shareholders who hold their Ordinary Shares through
a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves
as proxyholder will be able to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.
Only holders of the Ordinary Shares of the Company
of record at the close of business on October 25, 2024 (the “Record Date”) are entitled to attend and vote at the Meeting
or at any adjournment thereof. Members holding Ordinary Shares that represent not less than one-third (1/3) of the issued Ordinary Shares
carrying the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company.
Each resolution proposed at the annual general
meeting shall be decided by way of a poll. Holders of the Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one
class on the resolutions submitted to a vote. Each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all
matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters
subject to vote at the Meeting.
After carefully reading and considering the information
contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Meeting.
Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares
are held in the name of your broker or other nominee.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed
for the following:
| 1. | Approval of the re-election of Qiaoling Lu, Yiheng Guo, Angel Colon, and Shengsong Wang as a director
of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting; and |
| 2. | Approval of the election of Yingxin Bi as a director of the Company to hold office in accordance with
the articles of association of the Company until the next annual general meeting. |
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary
Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in
the form of proxy and in the proxy statement accompanying this Notice and vote it (i) online at www.proxyvote.com, (ii) by phone at 1-800-690-6903,
or (iii) by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to Nasdaq’s Marketplace Rules which
permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its
annual reports on the Company’s website. The Company adopted this practice to avoid the considerable expense associated with mailing
physical copies of such report to record holders. You may obtain a copy of our annual report to shareholders by visiting the “SEC
Filings” heading under the “Financials & Filings” section of the Company’s website at http://ir.sentageholdings.com/.
If you want to receive a paper or email copy of the Company’s annual report to shareholders, you must request one. There is no charge
to you for requesting a copy. Please make your request for a copy to the Investor Relations Contact of the Company, at tina.xiao@ascent-ir.com.
PROPOSALS NO. 1-NO. 4
RE-ELECTION OF CURRENT DIRECTORS
The Board of Directors currently consists of five
members. Four current directors named below will seek re-election at the Meeting.
The Company’s corporate governance and nominating
committee recommends, and the Board of Directors concurs, that the four current directors be re-elected.
Each director to be elected will hold office until
the next annual general meeting of shareholders or until his or her appointment is otherwise terminated in accordance with the articles
of association of the Company.
DIRECTORS FOR RE-ELECTION
Qiaoling Lu, age 44, has been our chief
executive officer, chairman of the Board of Directors, and director since our incorporation. Ms. Lu has served as the general manager
of Daxin Wealth Investment Management (Shanghai) Co., Ltd. (“Daxin Wealth”), which is one of the Company’s variable
interest entity, since March 2015. Before joining us, she served as the managing director of Asia Pacific at Interconnect Products Limited
UK from September 2010 to January 2015, where she successfully led her team to expand the company’s business in the Asia market.
She also served as a finance associate at IQVIA (formerly known as Quintiles European headquarters) from April 2006 to August 2010. Ms.
Lu obtained her master’s degree in International Relations from Qingdao University in Qingdao City, Shandong Province, China in
2005. Ms. Lu obtained her master’s degree in International Management from Henley Business School at University of Reading in the
United Kingdom in 2004. Ms. Lu obtained her bachelor’s degree in International Economics from Shandong University of Finance and
Economics in Jinan City, Shandong Province, China in 2002.
Yiheng Guo, age 41, was appointed as our
director on April 10, 2020. He has served as a director of Daxin Wealth from March 2015 to
the present. Mr. Guo obtained his master’s degree in Real Estate Investment and Finance from Henley Business School at University
of Reading in the United Kingdom in 2007. Mr. Guo obtained his bachelor’s degree in International Securities Investment & Banking
from University of Reading in the United Kingdom in 2006.
Angel Colon, age 51, was appointed as our
director since the closing of our initial public offering (“IPO”). Mr. Colon has served as a managing member of NY Capital
Management Group, LLC since January 2017; Turing Funds, LLC since July 2017; Vega Management Advisors, LLC from October 2018 to February
2020; and Vega Management Investments, LLC from October 2018 to February 2020; in each case, providing services to high net worth individuals,
businesses and institutions to produce solutions that facilitate the advancement and management of capital along with the mitigation of
risk to achieve dependable annual returns. Mr. Colon has served as a financial advisor and consultant both Pharma Corp. and Bronson Resource
Limited since December 2018, where he was responsible for research-backed support of strategies concerning the mitigation of risk and
financial planning from inception to completion. Previously, Mr. Colon served as a financial advisor for Cuttone & Co., LLC from December
2016 to February 2018; Tribal Capital Markets, LLC from August 2016 to December 2016; and Bonwick Capital Partners, LLC from July 2015
to August 2016. Mr. Colon also served as a capital markets associate at TriPoint Global Equities, LLC from December 2013 to July 2015.
Mr. Colon received a Bachelor of Science in International Business with a minor in Languages and Economics from St. John Fisher College
in 1996. He currently holds Financial Industry Regulatory Authority (“FINRA”) Series 7, Series 63 and Series 65 and is a licensed
broker with FINRA.
Shengsong Wang, age 69, was appointed as
our director since the closing of our IPO. Mr. Wang currently serves as a law professor at Qingdao University in Shandong Province. He
joined Qingdao University in 1987 as a lecturer and served as an associate professor, professor, and then dean of faculty. Mr. Wang is
a renowned legal professional specializing in arbitration and litigation. Between June 2009 and December 2013, Mr. Wang served as an Independent
Director for Qingdao Hanhe Cable Co., Ltd, a Shenzhen Stock Exchange listed company that specializes in cable system services, transformation
products, and smart grid technology in China. Between March 2015 and April 2018, Mr. Wang served as an Independent Director for Weflo
Valve Co., Ltd., a Shenzhen Stock Exchange listed company that specializes in the design and manufacture of valves and fire hydrant products.
Mr. Wang received a Bachelor’s Degree in History in 1982 and a Master’s Degree in Ancient World History in 1986 from Qufu
Normal University. Mr. Wang also received a Master’s Degree from Harbin Normal University in 1986 and a Doctorate Degree in Law
Jurisprudence from China University of Political Science and law in 2005.
The ordinary resolutions to be considered and
voted upon at the Meeting are the following:
| 1. | “It is resolved as an ordinary resolution that Ms. Qiaoling Lu be re-elected as a director of the
Company to hold office in accordance with the articles of association of the Company until the next annual general meeting.” |
| 2. | “It is resolved as an ordinary resolution that Mr. Yiheng Guo be re-elected as a director of the
Company to hold office in accordance with the articles of association of the Company until the next annual general meeting.” |
| 3. | “It is resolved as an ordinary resolution that Mr. Angel Colon be re-elected as a director of the
Company to hold office in accordance with the articles of association of the Company until the next annual general meeting.” |
| 4. | “It is resolved as an ordinary resolution that Mr. Shengsong Wang be re-elected as a director of the Company to hold office
in accordance with the articles of association of the Company until the next annual general meeting.” |
Proposals No. 1-No. 4 will be decided by way of
poll and approved if a simple majority of the total votes duly cast in person or by proxy at the Meeting are voted “FOR” the
proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Proposals No. 1-No. 4 will become effective upon
approval of our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF EACH OF THE CURRENT DIRECTORS
NAMED ABOVE.
PROPOSAL NO. 5
ELECTION OF A DIRECTOR CANDIDATE
One director candidate named below will seek election
at the Meeting.
The Company’s corporate governance and nominating
committee recommends, and the Board of Directors concurs, that the director candidate be elected. The director to be elected will hold
office until the next annual general meeting of shareholders or until her appointment is otherwise terminated in accordance with the articles
of association of the Company.
Ms. Yingxin Bi, age 42, has served as
an independent financial consultant since January 2021, assisting institutional investors, corporations, and other clients on
financing projects. She served as a general manager at Lupu Investment Group from June 2019 to December 2020, responsible for
building a real estate investment and management platform. From August 2013 to May 2019, Ms. Bi served as a managing director at
Ping An Trust, responsible for origination and execution of structured financing, land acquisition fund, and
mezzanine fund, and oversight of portfolio development companies. She also served as an investment manager of Fuson Group from
September 2011 to August 2013 and Ping An Trust from October 2009 to August 2011. Ms. Bi served as an analyst at Lehman Brothers
from July 2007 to May 2009. She holds a Bachelor’s degree in Commerce and a Bachelor’s degree in Property from
University of Auckland University in New Zealand, and a Master’s degree in Real Estate Finance and Investment from Reading
University in United Kingdom.
The ordinary resolution to be considered and
voted upon at the Meeting is the following:
“It is resolved as an ordinary resolution
that Ms. Yingxin Bi be elected as a director of the Company to hold office in accordance with the articles of association of the Company
until the next annual general meeting.”
Proposals No. 5 will be decided by way of poll
and approved if a simple majority of the total votes duly cast in person or by proxy at the Meeting are voted “FOR” the proposal.
Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE ELECTION THE DIRECTOR CANDIDATE NAMED ABOVE.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
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By order of the Board of Directors |
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| November 7, 2024 |
/s/ Qiaoling Lu |
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Qiaoling Lu |
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Chairman of the Board of Directors |
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
SENTAGE HOLDINGS INC.
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 13, 2024
The undersigned shareholder of Sentage Holdings
Inc., a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders
(the “Meeting”) and the Proxy Statement, each dated November 7, 2024, and hereby appoints ____________________________________
of _______________________________ or, if no person is otherwise specified, the chairman of the Meeting, as proxy, with full power of
substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held on December
13, 2024 at 10 a.m. EST, at 501 Platinum Tower, 233 Taicang Rd, Huangpu, Shanghai (200001), China,
with the ability given to the shareholders to join virtually at www.virtualshareholdermeeting.com/SNTG2024, and to vote all ordinary
shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified
by the undersigned below and, (ii) in the discretion of any proxy, if no specification is made below and/or upon such other business as
may properly come before the Meeting, as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith.
This proxy when properly executed will be voted
in the manner directed herein by the undersigned shareholder. If no direction is made and the chairman of the Meeting is appointed as
the proxy, this proxy will be voted FOR the following proposals:
| 1. | to re-elect each of Qiaoling Lu, Yiheng Guo, Angel Colon, and Shengsong Wang as a director of the Company
to hold office in accordance with the articles of association of the Company until the next annual general meeting; and |
| 2. | to elect Yingxin Bi as a director of the Company to hold office in accordance with the articles of association
of the Company until the next annual general meeting. |
This proxy should be marked, dated, and signed
by the shareholder exactly as his or her name appears on the share certificate and be returned promptly in the enclosed envelope to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For the proxy to be valid, the duly completed and signed form of proxy
must be received on or before 11:59 p.m. Eastern Time the day before the date of the Meeting or any adjournment of the Meeting. Any person
signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.
Please date, sign, and mail this
proxy card back as soon as possible.
| DETACH PROXY CARD HERE |
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Mark, sign, date and return this proxy card promptly
using the enclosed envelope. |
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Votes must be indicated
(x) in Black or Blue ink. |
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FOR |
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AGAINST |
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ABSTAIN |
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| PROPOSAL NO. 1: |
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It is resolved as an ordinary resolution that Qiaoling Lu be re-elected as a director of the Company to hold office in accordance with
the articles of association of the Company until the next annual general meeting. |
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☐ |
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☐ |
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| PROPOSAL NO. 2: |
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It is resolved as an ordinary resolution that Yiheng Guo be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting. |
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| PROPOSAL NO. 3: |
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It is resolved as an ordinary resolution that Angel Colon be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting. |
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| PROPOSAL NO. 4: |
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It is resolved as an ordinary resolution that Shengsong Wang be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting. |
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| PROPOSAL NO. 5: |
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It is resolved as an ordinary resolution that Yingxin Bi be elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting. |
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| This proxy card must be signed by the person registered in the register of members at the close of business on December 12, 2024. In the case of a shareholder that is not a natural person, this proxy card must be executed by a duly authorized officer or attorney of such entity. |
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Share Owner signs here |
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Co-Owner signs here |
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Date:
7
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