SecProbe.io

September  30, 2016

Via e -mail
Zhengyu Wang
Chairman and Chief Executive  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.
 Form 20 -F for the Fiscal Year Ended
 December  31, 2015
Filed April 29, 2016
File No. 001-36885

Dear Mr. Wang :

We have limited our review  of your filing  to the financial statements and related
disclosures 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.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 20 -F for the period ended December 31, 2015

Results of Operations, page 63

1. According to your disclosure on page 64, revenue in your consumer product segment
decrease d primarily due to a disruption in the supply of barbecue charcoal and weak
demand  for bamboo vinegar .  It appears there are known trends and uncertainties that
could materially impact your o perations. As such, please expand your disclosures to
highlight the  underlying  factors that are impacting and might be expected to continue to
impact your consumer products segment in fiscal year 2016.  Your disclosures should
include suffi cient detail for an investor to understand the underlying reasons behind the
temporary disruption and weak demand and whether those impacts are reasonably
expected to continue in fiscal year 2016. See Item 303(a)(3) of Regulation S -K. See also
Section 501. 02, 501.07 and 501.12 of the Financial Reporting Codification.

Zhengyu Wang
Tantech Holdings L td.
 September 30, 2016
Page 2

 2. Please expand your disclosures to quantify  all the material factors that are disclosed as
materially impacting your results of operations. To the extent your  disclosures include
impacts due to volume of product provided, and/or average price , please also ensure that
those are sufficiently quantified for an investor to understand the impact of each . For
example :

 Quantify the dollar amount of the decrease in sales of bamboo vinegar due to
weak demand.
 Quantify the dollar impact to sales from the changes in units and average selling
prices of air purification products and deodorizer p roducts.
 Quantify the amount of the decreases in expenses for promotion, export and
shipping and handling , which are described as the key factors in the chan ge in
selling expenses.

These examples are not meant to be a comprehensive list and are merely representative of
issues noted throughout your discussion.  Please refer to Item 303(a)(3) of Regulation S -
K and Section 501.12 of the Financial Reporting Codification for guidance.

Critical Accounting Policies, page73
Allowance for accounts receivable and advance to suppliers, page 74

3. As of December 31, 2015, you have over eight months of sales in net accounts
receivable .  Please expand your disclosure to provide an analysis of days sales
outstanding for each balance sheet date presented .  Address the payment terms  typically
stipulated in your contracts and sales agreements and discuss the typical payment history.
Discuss the underlying reasons for significant instances of slow payment  and receivables
that remain outstanding for lengthy periods .  Please provide us with an aging of your
accounts receivable as of Dece mber 31, 2015, detailing the total amounts outstanding at
the balance sheet date by categories of time, such as over 30 days, over 90 days, over six
months, over one year , over two years, over three years, etc.   For each category, show th e
amount that has been subsequently collected.

4. Please tell us how much of the $15.9  million of advances to suppliers  has been
subsequently credited  throu gh the receipt of raw materials  through the latest date
available .  Provide us with an aging of the balance outstanding at December 31, 2015.

Item 15. Controls and Procedures, page 100

5. We note your disclosure that this annual report does not include a report of
management’s assessment regarding internal control over financial reporting due to a
transition period established by rules of the Securities and Exchange Commission for
newly pub lic companies. However, on page 24 you  state, “beginning with this annual
report on Form 20 -F, we are required to furnish a report by management on the
effectiveness of our internal control over financial reporting pursuant to Section 404 of

Zhengyu Wang
Tantech Holdings L td.
 September 30, 2016
Page 3

 the Sarbanes -Oxley Act. ”  The instructions to Item 15 of Form 20 -F provide a transition
period until you have filed an annual report with the commission for the prior year .
Subsequent to the effectiveness of your Form F -1 on March 18, 2015, you filed your first
annual report under Form 20 -F for the period ended December 31, 2014 , on April 30,
2015 . Please advise or amend your Form 20 -F to include  management’s assessment on
internal controls over financial reporting for the fiscal year ended December 31, 2015.

Note 16. Segment information, page F -19

6. We note your disclosure that approximately $58.1 million (99%) of revenue is attributed
to revenue from China.  On page 8, you indicate you sell approximately 75% of your
products in China. Given the above, please help reconcile the apparent difference
between the two disclosures. Furthermore, please expand your disclosures to disclose the
basis for attributing revenues from external customers to individual countries. See ASC
280-10-50-41(a).

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 Exchange Act o f
1934 and all applicable Exchange 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.

 In resp onding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United Sta tes.

You may contact Ameen Hamady at (202) 551 -3891 or me at (202) 551 -3355 with any
questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O ’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction