SecProbe.io

July 25, 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. 2  to Draft Registration Statement on Form F -1
Submitted June 30 , 201 4
  CIK No. 0001588084

Dear Mr. Liang :

We have reviewed your draft registration statement  and have the following comments .

General

1. We note your response to comment 4 of our letter dated March 31, 2014. The Bamboo
Beauty logo still appears on your corporate home page.  Please advise.

Prospectus Summary, page 1

Our Challenges and Risks, page 6

2. We note your response to comment 5 of our letter dated March 31, 2014.  Please revise
your disclosure here and under Use of Proceeds to clarify that you intend to make capital
contributions to your subsidiaries within 30 days of your application to increas e the
registered capital of Bamboo Tech being granted as well as the portion of the proceeds
this will constitute.

3. We note your disclosure here and under Use of Proceeds that you anticipate using a
“substantial portion” of the proceeds of this offering to increase the registered capital of
Bamboo Tech.  Please disclose what the remainder of the proceeds will be applied
towards, as your disclosure here does not discuss any use of proceeds not dependent upon
increasing the registered capital of Bamboo Tech .

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 2

Risks Related to Our Business and Industry, page 12

A weakening of the Chinese economy (and in particular consumer spending) could … page 12

4. The last sentence under this subcaption implies that this may not be a material risk.
Please revise or de lete this risk factor accordingly.

Risks Related to Doing Business in China, page 19

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” … Page
20

5. We note your statement here that THL and USCNHK are controlled by individ uals,
rather than by an enterprise.  The equity of both of these companies is entirely held by
other entities, rather than individuals.  You state in your supplemental analysis that each
of USCNHK and THL are controlled by Zhang Yefang, but do not explain the rationale
for this statement.  We understand that Ms. Zhang holds all of the equity of Tanbsok
Group Ltd.  We further note that THL has at least three PRC directors, and Ms. Zhang
appears to be the only non -PRC director of that company.  Please advise.

Capitalization, page 36

6. We reissue comment 27 of our letter dated March 31, 2014.  Your capitalization must be
presented as of a date within 60 days of the date of this prospectus.  April 30, 2014 is 61
days before June 30, 2014.  Please revise.

7. We note your response to comment 28 of our letter dated March 31, 2014. Please provide
us with the calculations to demonstrate how you end up with the same number of shares
if you did a 256 -for-1 share split compared to your current proposed transaction in wh ich
you would do a 1000 -for-1 share split and then a simultaneous repurchase of 744shares.
In addition, it is unclear why you are calling this transaction a 256 -for-1 share split as you
note that there would be differences in the par value if you did a 256 -for-1 share split
compared to the current proposed transaction. It appears in essence that you are doing a
1000 -for-1 share split which will result in 50,000,000 million shares with a par value of
$0.001 and then you will be repurchasing 37,200,000 millio n shares with a par value of
$0.001. Please further advise and clarify your disclosures accordingly. You should also
clearly disclose the business purpose for structuring the transaction in this form.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
38

Competition in Consumer Product and Energy Segment, page 40

8. Please revise to make apparent that not all of the competitors that your Charcoal Doctor
brand competes with have exclusively bamboo charcoal based p roduct suites.  Please
refer to comment 33 of our letter March 31, 2014, asking for a thorough description of
your non -bamboo based competition.

Results of Operations, page 44

9. We note your response to comment 36 of our letter dated March 31, 2014. Pleas e tell us
the amounts of gross accounts receivable and advances to suppliers balances as of
December 31, 2013 which have been subsequently collected or utilized as it relates to
advances to suppliers.

Trading Segment, page 49

10. Please clarify why your Trad ing Segment’s interest expenses increased in 2013.

Energy Segment, page 49

11. Please tell us what consideration you have given to filing any agreement with the Harbin
Institute of Technology as an exhibit.

Liquidity and Capital Resources, page 50

12. Where appropriate, please revise to disclose the information supplementally supplied to
us in response to comment 45 of our letter dated March 31, 2014.

Statutory Reserves, page 54

13. We note your response to comment 19 of our letter dated March 31, 2014.  Your revised
disclosure remains unclear.  Moreover, the disclosure in the first sentence of the second
paragraph under this heading differs from the disclosure indicated in your supplemental
response, which does not include the language “and the covenants or financial restrictions
related to outstanding debt obligations.”  We reissue comment 19 of our letter dated
March 31, 2014.  Please also reconcile your disclosure here with the disclosure on page
88 that all of your fixed assets are encumbered.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 4

 Prod uctive Capacity, page 88

14. Please clarify which units the liquid capacity you refer to in footnote (3) to the table on
page 90 is measured in.

Related Party Transactions, page 100

15. We note your disclosure on page 103 that in 2013, you “made purchase [ sic] of
$4,430,170 through Forasen Group.  Please revise to describe the terms of the
transactions that you are referring to here.  Please refer to Item 7.B of Form 20 -F.

Principal Shareholders, page 104

16. We note your response to comment 58 of our letter dated  March 31, 2014. Please help us
better understand the business purpose for these transactions including the following:

 Explain why individual shareholders of Bamboo Tech were asked to waive all rights
to purchase or receive shares of Tantech, Bamboo Te ch or any related or subsidiary
company when they no longer hold shares in Bamboo Tech and why they agreed to
waive these rights;

 Tell us if the Bamboo Tech shares sold by this shareholders are still outstanding and
if so, do the new shareholders of these  shares have rights to purchase a proportionate
number of shares of the company upon the IPO;

 Explain why certain Bamboo Tech shareholders who remain shareholders were
unaffected to the extent they have a continuing interest in Bamboo Tech. In this
regard , do these shareholders still have the opportunity to purchase for cash shares of
the company equal to their proportionate ownership of Bamboo Tech. To the extent
the remaining shareholders do still have these purchase rights, tell us and disclose the
total number of shares and the anticipated share price;

 Tell us why compensation was personally paid by Ms. Yefang Zhang to waive these
rights. Please also address what consideration was given to SAB Topic 5:T in regards
to the payments made by Ms. Yefang Zha ng.

Lock -Up Agreements, page 115

17. We reissue comment 60 of our letter dated March 31, 2014, and comment 95 of our letter
dated October 25, 2013.  While you continue to state that you have revised your
disclosure to clarify that your lock -ups will not be released, your disclosure continues to
indicate that the lock -up may be released for certain exceptions or limitations.  Please
revise.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 5

 Financial Statements

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Re cognition, page F -9

18. We note your response to comment 65 of our letter dated March 31, 2014. You
previously indicated that you recognized revenue when goods leave your warehouses or
production facilities. Your current disclosures now indicate that you reco rd revenues for
certain goods when they leave your warehouses or production facilities whereas for other
goods you record revenue when products are delivered and accepted by the customer.
Please tell us whether or not this was a change in your revenue reco gnition policy. Also
for the sale arrangements that do not transfer title and/or risk of loss until the product is
received, quantify the amount of sales recognized under this method and tell us how you
ensure proper sales cutoff.

19. We note your response to  comment 67 of our letter dated March 31, 2014. Please disclose
the amounts of “other revenue” recorded each period presented. Please also disclose the
specific state the nature of this revenue and which line item includes these revenue
amounts. If this is  recorded in your revenues line items, please help us understand why
given you indicate that this has no correlation with your normal business.

Note 10. Bankers Acceptance Notes Payable, page F -15

20. We note your response to comment 66 of our letter dated M arch 31, 2014. Please help us
better understand the terms of discounting notes and how this impacts your financial
statements. Please ensure that you explanation also addresses the following:

 For each period presented, quantify how much of the proceeds fr om bankers
acceptance notes are sent directly to vendors for payment of goods and how much are
received at a discount by the company to fund working capital needs;

 Tell us whether the proceeds received are then used for investment purposes in the
form of notes receivables to third parties or if most of the discounted notes are
directly from the banks. You reference notes receivables on page F -16 so please
clarify the nature of these receivables and where you have them recorded on your
balance sheet;

 Provi de us example journal entries for the transactions where the bankers acceptance
notes are used to pay vendors for goods and for the transactions where the proceeds
were discounted for working capital needs. To the extent any of the discounted

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 6

 bankers accep tance notes were used for investment purposes where the notes were
sold to third parties, please provide those journal entries; and

 Please clarify whether the discount rate that you refer to in your response actually
refers to an interest rate.

Note 14. Related Party Transactions, page F -18

21. We note your response to comment 69 of our letter dated March 31, 2014. Due from
related parties represented approximately 25% of your total assets at December 31, 2012.
In this regard, we continue to believe that you  should disclose the terms of any material
settlements with related parties with a discussion of the nature of the settlement and any
corresponding accounting impact. Ensure your response specifically addresses how the
settlement resulted in a $6.1 million  decrease in additional paid in capital and how the
remaining $9.6 million of balances due from related parties were settled and presented in
your financial statements (i.e. cash flow statement). It appears that the negotiations
between USCNHK, Mr. Wang an d Forasen also resulted in some offsetting of balances
due to related parties. Please tell us specifically how these parties are related to LiShui
JiuAnJu Commercial Trade and how the balance at December 31, 2012 of $7.2 million
was appropriately included in the settlement.

You may contact Nudrat Salik at (202)551 -3692 or Melissa Rocha  at (202)551 -3854  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Leland Benton  at (202)551 -3791  or Craig Slivka  at (202)551 -3729  with any other
questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director

CC: Anthony W. Basch, Esq. ( via e -mail)
 Kaufman & Canoles, P.C.