SecProbe.io

September 29, 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.
Registration Statement on Form F-1
Filed September 16, 2014
  File No. 333 -198788

Dear Mr. Liang :

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

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

Critical Accounting Policies, page 55

Allowance for accounts receivable and advance to suppliers, page 56

1. We note your response to comment 5 of our letter dated September 8, 2014.  Given that
your allowances as a percentage of gross balances decreased for both accounts receivable
and advances to suppliers at December 31, 2013 and you still appear to have significant
amounts of accounts receivable and advances to suppliers balances for which no
allowances were recorded and they currently remain uncollected or not  utilized, please
expand your disclosures to address the following:

 In a similar manner to your response, please disclose how you determined that the
methodology used to determine your allowances was reasonable in light of the
amounts currently uncollecte d or utilized and for which no allowances were recorded
as of December 31, 2013; and

 Please disclose when you expect these remaining balances to be collected or utilized.
You note that a significant amount of the uncollected accounts receivable balances as
of June 30, 2014 relate to seven large customers.  Please clarify in your disclosures
whether your large customers have been granted special payment terms which results
in delays in payments.  To the extent special and/or extended payment terms were

Ningfang Liang
Tantech Holdings Ltd.
September 29, 2014
Page 2

 granted to these seven large customers, tell us how you determined that the payments
are fixed and determinable in order to recognize revenue for these customers.

Financial Statements

General

2. Please ensure that your financial statements and corresponding  financial information
throughout the filing comply with the financial statement updating requirements of Item
8.A.5 of the Form 20 -F.

Notes to the Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page F -9

3. We note your response to comment 9 of our letter dated September 8, 2014.  In a similar
manner to your response to comment 18 of our letter dated July 25, 2014, please disclose
the percentage of your sales which are recorded when delivered (FOB destination ) and
accepted by the customer.

Undertakings, page II – 2

4. Please revise to include the undertakings in Item 512(a)(4) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Securities Act of 193 3 and all
applicable Securities  Act rules require.   Since the company and its management are in possession
of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

Ningfang Liang
Tantech Holdings Ltd.
September 29, 2014
Page 3

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

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 mat ters.  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.