SEC Comment Letter for TANTECH HOLDINGS LTD (TANH) (CIK 0001588084) (TANH) — Feb 4, 2015
TANTECH HOLDINGS LTD (TANH) (CIK 0001588084)
Date: Feb. 4, 2015 · CIK: 0001588084 · Accession: 0000000000-15-006960
AI Filing Summary & Sentiment
Reasoning
Letter
February 4, 2015 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. 4 to Registration Statement on Form F -1 Filed January 21, 2015 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
Capital Expenditures, page 65
1. Please revise your disclosure here and elsewhere to address how the return of the $2.3 million that you discuss here affected your capital expenditures in 2014, and what the total amount of capital expenditures for 2014 was. Please also disclose the status of the $1 million that has yet to be returned to you. Please also revise to disclose the impact that cancelling the purchase of this equipment has had on your plans to expand your EDLC carbon bus iness.
Executive Compensation, page 112
2. Please update your disclosure under this heading to reflect the last full financial year. Please refer to Item 6.B of Form 20 -F.
Placement, page 138
3. Please advise why you stated that the commissions received by and profit realized on the sale of securities by your Placement Agent “might be deemed to be” underwriting discounts or commissions under the Securities Act.
Ningfang Liang Tantech Holdings Ltd. February 4, 2015 Page 2
Exhibits and Financial Statement Schedules, page II -2
4. Please file an executed copy of your plac ement agreement with your next amendment. Please also file an updated copy of your employment agreement with Chen Zaihua.
You may contact Nudrat Salik at (202)551 -3692 or Melissa Rocha at (202)551 -3854 if you have questions regarding comments on the fina ncial 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 S livka, for
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February 4, 2015 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. 4 to Registration Statement on Form F -1 Filed January 21, 2015 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 43 Capital Expenditures, page 65 1. Please revise your disclosure here and elsewhere to address how the return of the $2.3 million that you discuss here affected your capital expenditures in 2014, and what the total amount of capital expenditures for 2014 was. Please also disclose the status of the $1 million that has yet to be returned to you. Please also revise to disclose the impact that cancelling the purchase of this equipment has had on your plans to expand your EDLC carbon bus iness. Executive Compensation, page 112 2. Please update your disclosure under this heading to reflect the last full financial year. Please refer to Item 6.B of Form 20 -F. Placement, page 138 3. Please advise why you stated that the commissions received by and profit realized on the sale of securities by your Placement Agent “might be deemed to be” underwriting discounts or commissions under the Securities Act. Ningfang Liang Tantech Holdings Ltd. February 4, 2015 Page 2 Exhibits and Financial Statement Schedules, page II -2 4. Please file an executed copy of your plac ement agreement with your next amendment. Please also file an updated copy of your employment agreement with Chen Zaihua. You may contact Nudrat Salik at (202)551 -3692 or Melissa Rocha at (202)551 -3854 if you have questions regarding comments on the fina ncial 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 S livka, for Pamela Long Assistant Director CC: Anthony W. Basch, Esq. ( via e -mail) Kaufman & Canoles, P.C.