SecProbe.io

October 25, 2013

Ningfang Liang
Chief Financial Officer
Tantech Holdings Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province
People’s Republic of China

Re: Tantech Holdings Ltd.
Draft Registration Statement on Form F -1
Submitted September 30, 2013
  CIK No. 0001588084

Dear Mr. Liang :

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 y our 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 f acts 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 stat ement,  we may have  additional
comments.

General

1. Please be advised that we will process this filing and any amendments without a price
range. Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.  Please understand that i ts
effect on disclosure throughout the document may cause us to raise issues on areas not
previously commented upon.

2. As indicated in the comment above, we note that you have omitted certain pricing -related
information as well as other information from th is filing.  If you intend to rely on Rule
430A, please note that Rule 430A does not allow for the omission prior to effectiveness
of amounts that may be computed based on the maximum number of shares offered and
the mid -point of the offering price range, o r the number of shares to be offered on the
cover.  In addition, please confirm that you will not circulate copies of the registration

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 2

 statement or the preliminary prospectus until you include an estimated price range,
maximum number of shares, dollar amou nts dependent upon the offering price that are
based on the mid -point of the offering price range, and all other information except
information you may exclude in reliance upon Rule 430A.

3. We encourage you to file all exhibits with your next amendment.  P lease understand that
we will need adequate time to review these materials before effectiveness.  In addition,
please file all material contracts (including supplier and customer agreements) called for
by Item 601(b)(10) of Regulation S -K, and furnish the substantive description of such
contracts required by Item 10.C of Form 20 -F.  In this regard we note that all of your
fixed assets your real property are encumbered.

4. Prior to the effectiveness of the registration statement, please arrange to have FINRA c all
us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

5. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports ab out you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

6. Please supplementally provide supporting documentation for all of the statistical and
qualitative disclosure you make in your prospectus, particularly with regard to the
competitive environment of your companies.  Please mark the supporting documents to
show precisely the location of each piece of information on which you are relying for
these and similar statements in your prospectus.

7. Please update your financial information with interim financial statements.  As your
registration statement is dated mor e than nine months after the end of your last audited
fiscal year, you are required to provide interim financial statements.  Please see Item 8.A.
of Form 20 -F.

8. Please include the qualitative and quantitative information regarding market risk called
for b y Item 11 of Form 20 -F with your next amendment.  We note that you are exposed
to currency and commodity price risks.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 3

 Outside Front Cover Page of the Prospectus

9. Please include the names of the lead or managing underwriters in your amended
registratio n statement.  Note that we will defer further review of any amendment that
does not include the names of the lead underwriters.

10. Please disclose the time period during which the offer will be open.

Prospectus Summary, page one

11. Please thoroughly edit your Prospectus Summary and Business sections for relevance and
to provide a succinct summary of the offering and your business.  For example, we note
that on page two you provide information regarding the bamboo industry, providing
figures from 2009.  The  relevance of data from four years ago, pertaining to the size of
and ecological credentials of an industry in which you are not a participant but which
provides merely provides you with a raw material input, is unclear.  Please ensure that
appropriate con text is given to information that you do not remove which editing for
relevance, to ensure that the relevance of that information is apparent.  For example, you
state on page two that “China has promoted innovation in the bamboo industry,” but you
do not e laborate on how innovation has been promoted or the role such promotion plays
for your company.  Much of this disclosure appears more appropriate to the Business
section.

12. Please clearly describe your three segments.

13. Please briefly discuss the relevant ri sks associated with doing business in China,
including the risks related to being able to timely utilize the offering proceeds in your
business, among other things.

14. We note that at the top of page two you list five areas in which you provide charcoal
products.  On the top of page three, you state that you produce and sell three categories of
products.  Please advise.

15. We note your statements here and elsewhere that you are “a leading developer and
manufacturer of bamboo -based charcoal products.”  Please e nsure that the basis for any
statements you make regarding your competitive position are disclosed.  Please see Item
4.B.7. of Form 20 -F.  When you make statements regarding the manner in which your
brand or products are perceived, please ensure that it is  clear by whom these perceptions
are held.  For example, on page three, you state that “[b]ecause of the lifespan and fast
growth rate of bamboo, our products are considered environmentally friendly.”  Please
disclose by whom your products are considered e nvironmentally friendly.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 4

 Electric Double -Layer Capacitor (“EDLC”) Carbon, page four

16. Please note that Item 503 of Regulation S -K requires that the information included in
your summary section should be presented in plain English.  The information under this
heading is presented in a manner that is not easily accessible to investors, such as your
discussion of the higher level of static double -layer capacitance than faradaic
pseudocapacitance upon which EDLCs rely.

Our Opportunity and Strategy, page four

17. You state that China’s 12th Five -Year Plan “lays out a number of national energy
strategies that are likely to increase[] demand for EDLCs and the use of bamboo -based
carbon in EDLCs.”  We note that the 12th Five -Year Plan was approved in March of
2011, and is currently two -and-a-half year old.  Please advise as to the effect it has had on
EDLCs and the use of bamboo -based carbon in EDLCs.

Competitive Advantages, page five

18. You state that one of your advantages is “superior research and development.”  Pl ease
disclose as to which comparator your research and development is superior.

Our Challenges and Risks, page five

19. Please clarify the meaning of the final bullet point under this heading.  You state that
“[a]wareness  and applications of EDLC technology may not mature or become fully
commercialized,” implying that EDLC is an emerging technology; however, you state on
page 50 that Japan has lead the EDLC carbon industry for 30 years.

Corporate Information, page six

20. Please advise as to why the web address provided on page seven directs to the website of
the Forasen Group, which you represent as your affiliate, rather than your company.  We
note that the website of the Forasen Group prominently displays your brands.

Risk Factors, page 10

Risks Related to Our Business and Industry, page 10

A weakening of the Chinese economy (and in particular consumer spending) could hurt demand
for our Charcoal Doctor products, page 10

21. Please clarify the meaning of the first sentence under this heading, in which you state that
your Charcoal Doctor products are generally considered “household decorative items.”
Please also disclose the anticipated effect of the slowing economy or a drop in customer

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 5

 spending for household items on your other segments, as well as your Bamboo Beauty
brand.

Increases in bamboo costs may negatively affect our operating results, page 11

22. You refer on page 36 to the negative effects on revenue that you experienced when TaHe
Xingzhong Tatanye could not supply you with bamboo charcoal, and on page 34 refer to
your need for a stable supply of bamboo charcoal.  It appears that you are referring to the
same incident here, but state that the failure to deliver sufficient raw materials was a
failure to deliver bamboo .  Please clarify here, and elsewhere as necessary, whether you
purchase both raw bamboo and bamboo charcoal as raw materials, or purchase only one
or the other.

23. We note that you state here that you attempted to pass along increases in costs to your
custo mers to mitigate the risk of increases in bamboo costs.  Please disclose here, and in
your MD&A, the extent of your ability to do so, particularly in light of the fact you
compete based upon cost.

Outstanding bank loans may reduce our available funds, pag e 12

24. We note your discussion of the debt encumbering your land and property.  You note that
the security for your debt is greatly in excess of the debt itself; however, you do not
indicate the amount of cash or liquid assets available to pay the debt.  Pl ease revise, and
please ensure that you include a description of any material restrictions or covenants
imposed by your debt arrangements.

Our limited operating history makes it difficult to evaluate our future prospects and results of
operations, page 12

25. This risk factor appears to relate to a food production company.  Please note that Item
503(c) of Regulation S -K calls how the risks described affect your company or the
securities that you are offering.  Please revise.

The loss of any of our key customers could reduce our revenues and profitability, page 13

26. Please supplementally advise as to the Company’s current relationship with JiuAnJu, and
the current operations of that company.  We note your disclosure on page 76 to the effect
that you exten ded $403,516 in loans to that company after it was acquired by the brother
of your controlling shareholder and one of the minority shareholders in Bamboo Tech.  If
that company is still operating, please advise us as to what business it is engaged in.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 6

 We rely on third -party distributors for a substantial portion of our sales , which could affect our
ability to efficiently and profitably distribute and market our products, maintain our existing
markets and expand our business into other geographic markets,  page 14

27. Please explain how the factors discussed in this risk factor are outside of your control.

We buy our supplies from a relatively limited number of suppliers, page 14

28. Please explain your reference to “customers” in this risk factor.

We are subst antially dependent upon our senior management and key research and development
personnel, page 14

29. This risk factor appears generic. Please revise to explain your particular vulnerabilities in
greater detail.

We have not yet implemented advanced manageme nt techniques, which may hamper our
inefficiency and growth, page 15

30. We note your statement that you have “begun to industrialize our production process.”
Please provide greater disclosure, both here and in your Business or Properties sections,
regarding  your current production facilities, and the extent to which your production is
industrialized.  We note your statement on page 33 that your production lines are fully
automated.

Risks Related to Doing Business in China, page 17

Imposition of trade barriers and taxes may reduce our ability to do business internationally, and
the resulting loss of revenue could harm our profitability, page 17

31. You refer here to your “targeted emerging markets.”  Please clarify here, and elsewhere
as appropriate, which  emerging markets you are targeting, and which products or
segments you hope to sell to or be active in these markets.

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of
China. Such classification will likely result in  unfavorable tax consequences to us and our non -
PRC stockholders, page 17

32. We note your statement in the final sentence of the penultimate paragraph under this
heading that a 10% withholding tax may be imposed on gains derived by your non -PRC
stockholders transferring your shares.  Please advise how this withholding tax may be
applied or assessed.

33. Please revise here and elsewhere the references to “new” laws that are in fact several
years old.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 7

 34. Please advise why you may be subject to U.S. taxation, as stat ed in the final paragraph
under this heading.

35. Please explain how under the EIT Law and its implementing rules, dividends paid to you
from your PRC subsidiaries would qualify as “tax -exempt income.”

36. Supplementally, please provide an analysis as to the app licability to you of the factors
that need to be met in order to be considered a resident enterprise.

Since our operations and as sets are located in the PRC, shareholders may find it difficult to
enforce a U.S. judgment against the assets of our company,  our directors and executive officers,
page 18

37. It is more useful to investors if you discussed the liability risks stemming from your
foreign status in one risk factor rather than secondarily mentioning some of them in
another risk factor (e.g. in you r “shareholder derivative suit” risk factor at p. 26).
Accordingly, disclose in one risk factor whether an investor could find it difficult to:

  ●  enforce a judgment obtained in a U.S. court based upon the civil liability
                provisions of the U.S. federal securities laws  in a U.S., BVI, or PRC court
                against you or your non -U.S. resident directors, executive officers, or experts
                named in this registration statement; or

  ●  bring an original action to enforce  liabilities based on the U.S. federal
      securities laws in a BVI or PRC court against you and the above named foreign
                persons.

In addition, in the “Enforceability of Civil Liabilities” section of the registration
statement (p. 93),  provide comparable disclosure regarding an investor’s ability to bring
an origin