SecProbe.io

March 31, 2014
Via E -mail
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.
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted March  4, 201 4
  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 your disclosure.

General

1. In future correspondence accompanying amendments to your prospectus, please indicate
precisely where the prospectus has been revised to comply with our comments.

2. We re -issue comment three of our letter dated October 25, 2013.  Please file all material
contracts 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.  We note that all of
your fixed assets and real property are encumbered, but no security agreements or debt
agreemen ts have been filed.

3. Please refer to comment six of our letter dated October 25, 2013.  You have provided
supporting documentation for statistical and q ualitative disclosure made in  your initial
submission, rather than the most recent amendment.  We note that you have not
submitted support for the majority of the statements you have made.  For example, not
support has been provided for your statements reg arding: growing preferences for
bamboo based products; the strength of your brand names; the size of the bamboo
charcoal market; and the approximate value of Chinese bamboo charcoal sales in the first
half of 2013 and associated profits for market actors.  These are merely examples.  Please
submit supporting documentation for all of the statistical and qualitative disclosure made
in your most recent amendment that correlates to the most recent version of your
registration statement.  Please also ensure that  the source of the supporting
documentation is evident, that all the supporting documents are legible, and that the

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 2

 information in the supporting documents that relates to your assertions is clearly marked.
Please also only attach those pages of your most  recent amendment that the supporting
documents pertain to, rather than a complete copy of your most recent amendment.

4. We note that you have removed all references to Bamboo Beauty from your prospectus.
Please advise whether this brand and the associated  bamboo vinegar products have been
discontinued.  We note that references to Bamboo Beauty ( 竹美人) are made on your
corporate website at http://www.tantech.cn/brand.html , and that you continue to offer
bamboo vinegar products.

Prospectus Summary, page 1

5. Please expand your Summary section to include a discussion of the timeframe and costs
entailed in remitting funds to China after they have been received in this offering.  Please
also disclose here and under U se of Proceeds which of the remittance methods described
you anticipate using, rather than merely which you prefer.  See comment 46 of our letter
dated October 25, 2013.

6. We re -issue comment 11 of our letter dated October 25, 2013.  Please thoroughly edit
your Prospectus Summary and Business sections to ensure that irrelevant information is
removed and that industry statistics and other figures presented are current.  As examples,
it is not appropriate to include five -year-old information on industries that  you are not
active in or nine -month -old information on Chinese GDP growth rates.  In addition,
please ensure that you provide concrete examples of the various assertions you make,
such as, for example, that China is promoting innovation in the bamboo indu stry, and
context for your reader to understand why government action to promote innovation in an
industry that you are not active in is relevant to your company.  While editing, please
recall that the Summary is meant to provide a succinct description of the important details
of your business and the offering.

Prospectus Conventions, page 1

7. Please ensure that you use defined terms consistently throughout your prospectus.  Here,
you refer to Zhejiang Tantech Bamboo Technology Co., Ltd., as “Bamboo Tech.”  Below
you refer to the same entity as “Tantech Bamboo” and “Bamboo.”

Overview, page 1

8. We re -issue comment 14 of our letter dated October 25, 2013.  You present five
categories of products that you offer on page two, and state on page four that you sell
three categories of products.  Please revise.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 3

 Industry and Market Background, page two

9. We note your statement that “[d]emand for … [y]our household charcoal products [is
primarily driven in line with] PRC domestic consumption of household products.”  P lease
reconcile this with your supplemental response to question 21 of our letter dated October
25, 2013, which states that “we believe our Charcoal Doctor product prices are not
expensive and we believe … minor economic fluctuations [will not] materially weaken
consumption of these products.”

Consumer Product Segment, page three

10. We re -issue comment 15 of our letter dated October 25, 2013.  Please make sure that any
statements you make regarding your competitive position are accompanied by disclosure
regarding the bases for those statements.  See Item 4.B.7 of Form 20 -F.  Under thi s
heading alone, for example, you state that “Charcoal Doctor is a well -known bamboo
charcoal -based household use product brand in China,” and “we expect revenue will
continue to grow in the coming years with … growing consumer preferences for bamboo
charc oal cleaning products over other traditional household cleaning products.”
Elsewhere, you state that your shisha charcoal is the most popular bamboo -charcoal
based product of its kind.  These are only examples.  Please revise your prospectus
thoroughly an d throughout, and please ensure that supplemental support for your
statements is provided to us where appli cable as called for by comment three  above.

11. We note your statement that an interruption in supply of one of your products caused
revenues to drop in  your consumer segment by $5.2 million.  Please disclose which
product this was, the duration of the interruption, and the likelihood of repetition of such
interruption.

Energy Section, page three

12. Please advise as to how your barbecue charcoal is “home -made” when it is produced on
fully automated factory lines.

Our Opportunity and Strategy, page five

13. We re -issue comment 17 of our letter dated October 25, 2013.  Please clarify the manner
in which the 12th Five-Year Plan has encouraged demand for both EDL C factories and
the use of bamboo -based carbon in EDLCs.  Please also provide support for your
statement that “the use of bamboo -based carbon in EDLCs will be crucial” in wind
power, solar electricity generation, and China’s automotive industry.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 4

 Competitive Strengths, page six

14. You list both “access to supplies” and “favorable location” as competitive strengths ,
which appear redundant .  Please advise.

Risks Related to Our Business and Industry, page 12

 A weakening of the Chinese economny (and in particular consumer spending) could hurt
demand for our products, page 12

15. It appears that your Charcoal Doctor products are not used for beautification and
decoration purposes, but for practical purposes, such as absorbing odors.  It is unclear
why you  refer to them as “household decorative items,” or by whom your products are
generally considered to be “household decorative items.”  It is also unclear what
perceived attractiveness bamboo charcoal may have relative to any other piece of
charcoal. Please  revise.

16. We re -issue comment 21 of our letter dated October 25, 2013.  Please disclose the effect
of a weakening of the Chinese economy on products other than your Charcoal Doctor
products and EDLC carbon, including your Bamboo Beauty line and your dome stically
oriented barbecue charcoal.

Increases in bamboo costs may negatively affect our operating results, page 13

17. We note your response to comment 22 of our letter dated October 25, 2013, in which we
asked whether you purchase both raw bamboo and bamboo charcoal as raw materials.
You stated that you “purchase bamboo charcoal as [y]our primary raw material.”  We
thus gather that you do not purchase bamboo as a raw material.  We re -issue comment 22
of our letter dated October 25, 2013.  Please revis e your prospectus throughout to clarify
that you do not receive bamboo, but instead receive bamboo charcoal, from your
suppliers.  Please also revise the title of this risk factor, or explicitly state how increases
in bamboo costs, rather than the costs of  bamboo charcoal, affect your business.

Outstanding bank loans may reduce our available funds, page 14

18. Please advise as to how you have defined liquid assets.  You state here that you had $38.5
million of liquid assets, exclusive of cash and restricted c ash, as of September 30, 2013.
The nature of these assets is not apparent from your balance sheet.

19. We note your statement on page 58 that you “did not have [covenants or financial
restrictions related to outstanding debt obligations] on your net assets a s of September 30,
2013 and December 31, 2012.”  This contradicts your statement here and elsewhere that
“the terms of [your] debt agreements impose significant operating and financial

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 5

 restrictions on [you,]” particularly in light of the durations of your various bank financing
arrangements and the encumbrances on your assets. Please advise.

Our limited operating history makes it difficult to evaluate our future prospects and results of
operations, page 15

20. We note your statement that you have a limited op erating history, and that you are an
early stage company.  Please reconcile this statement with your 12 years of operating
history and $42.3 million in revenues in the nine months to September 30, 2013.

We have not yet implemented advanced management tech niques, which may hamper our
efficiency and growth, page 18

21. We re -issue comment 30 of our letter dated October 25, 2013.  It is unclear what is meant
by your statement that you “have begun to industrialize [y]our production process.”
Please advise or rev ise to indicate what further industrialization of your production
process you intend to engage in.  We again note your comment on page 41 that your
production lines are fully automated.  We note that industrialization is not related to
digital logistic man agement.

Risks Related to Doing Business in China, page 20

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 20

22. We note that you indicate he re that your targeted emerging markets are South Korea,
Japan and Russia.  This appears to be in response to comment 31 of our letter dated
October 25, 2013, in which we asked for disclosure regarding which emerging markets
you were targeting.  We note tha t none of the countries you list here are emerging
markets.  Please advise.

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 ou r non -
PRC stockholders, page 20

23. We note your revisions under this heading.  We note that it appears that your company
clearly meets the criteria you have described for a PRC resident enterprise, that the
current regulations have been in effect since April  22, 2009, and that your company has
been held in its current structure since December 2010, and your discussion of Chinese
enterprise taxation on page 116.  It is unclear why there is ambiguity regarding whether
the Notice is applicable to your company.  We also note that you have not provided the
supplemental analysis of this issue that we requested in comment 36 of our letter dated
October 25, 2013.  We re -issue that comment.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 6

 Risks Related to Our Corporate Structure and Operation, page 26

24. We note your deletion of the risk factor pertaining to the fact that your employees,
officers and directors will control a majority of the shares after this offering.  Please
advise.

Our directors’ and executive officers’ other business activities may pos e conflicts of interest,
page 27

25. Please disclose in what capacity Mr. Wang devotes considerable time and effort to the
Forasen Group.  Ensure that your discussion considers the effect of the non -competition
compensation referred to in Mr. Wang’s employmen t agreement.

Use of Proceeds, page 33

26. Please disclose the maximum amount of loans that you may make to Bamboo Tech.

Capitalization, page 37

27. We re -issue comment 49 of our letter dated October 25, 2013.  Your capitalization must
be presented as of a date  within 60 days of the date of the prospectus.

28. Your disclosures indicate your capitalization table gives effect to the completion of a
256-for-1 share split that is structured as a 1000 -for-1 share split and simultaneous
repurchase of 744 shares.  Please clarify how you get from 50,000 pre split shares to
14,400,000 post split shares taking into consideration the above changes in capitalization.
Also, explain to us business purpose of structuring as a split with a simultaneous
repurchase of shares.

29. In your description of common shares on the left hand side of the table, please clearly
disclose for each column the number of shares authorized, issued, and outstanding as well
as the par value per share.  It should be clear which amounts relate to the actua l, pro
forma, and pro forma as adjusted columns and should be retroactively restated for your
share split.

30. Please better clarify how you arrived at the net proceeds amount of $6.2 million which is
reflected in the pro forma as adjusted column.  The cove r of the prospectus indicates that
$7.4 million represents the gross offering proceeds less the underwriting discount.  You
also disclose that you have $.6 million of other expenses.  It is not clear how this arrives
at the $6.2 million of net proceeds.

31. Please re -number the footnotes to this table.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

32. Please provide the information on trends called for by Item 5.D of Form 20 -F.  Item 5.D
of Form 20 -F calls for d isclosure about trends that have been evident in the last fiscal
year and since then.  In addition, no information has been presented management’s basis
for the expectations described here regarding increased demand for your bamboo
charcoal products.

Competition in Consumer Product and Energy Segment, page 42

33. We note your reference to your barbecue charcoals facing competition from similar
products not based in bamboo.  Please revise here and elsewhere to provide a thorough
description of the non -bamb oo based competition that all of your products, not just your
Algold products, face.

Technology Development is Posing Challenge for us, page 42

34. Please revise this heading.  The disclosure under this heading does not relate to any
challenges your company faces in developing its technology.

Some of our Products are Sbuejct to Cyclical Sales, page 42

35. Please clarify which of your products are subject to cyclical sales.  Please also clarify
whether demand for your EDLC carbon does in fact experience fluctuat ion based on
economic conditions.

Results of Operations, page 43

36. We note your response to comments 58  and 107 of our letter date