SecProbe.io

CORRESP
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filename1.htm

c/o
Zhejiang Tantech Bamboo Technology Co., Ltd s
No. 10 Cen Shan Road, Shuige Industrial Zone s

Lishui
City, Zhejiang Province s
People’s Republic of China s
Phone: +86-578-226-2305

September 16, 2014

Pamela A. Long, Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Tantech Holdings Ltd

    Confidential Draft Registration Statement on Form F-1

    Submitted: August 25, 2014

    CIK No.: 0001588084

Dear Ms. Long:

On behalf of Tantech Holdings Ltd (the “Registrant”)
and in response to the comments set forth in your letter dated September 8, 2014, we are writing to supply additional information
and to indicate the changes that have been made in the enclosed Registration Statement (“Registration Statement”).
Capitalized terms used herein shall have the meanings ascribed to them in the Registration Statement unless otherwise defined
herein. We have also enclosed two redlined copies of the Registration Statement compared against the Third Amendment to Confidential
Draft Registration Statement for your review.

Explanatory Note, Inside Front Cover Page of the Registration
Statement

 1. We note here that you characterize the primary component of this offering as being for “up to” 1,600,000 shares.
Your underwriters have firmly committed to this offering, and thus will be purchasing all 1,600,000 shares from you. Please revise.

We acknowledge the comment and have revised the Registration
Statement as requested to delete the words “up to”.

Prospectus Cover Page

 2. Please remove the disclosure in the first paragraph after the table of contents that advises investors that information is
accurate only as of the date of the prospectus regardless of the time of delivery of the prospectus or any sale of the common stock.
This statement may suggest to investors that you are not responsible for omissions of material facts necessary to make your statements
not misleading at the time of sale or contract of sale.

We acknowledge the comment and have revised the Registration
Statement as requested to delete the referenced sentence. The remaining paragraph reads as follows:

Neither we nor the underwriter has authorized anyone to
provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses
we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. We are offering to sell, and seeking offers to buy, shares of our common shares only in jurisdictions where
offers and sales are permitted.

Pamela A. Long, Assistant Director

September 16, 2014

Page 2

Conforming changes have been made to the alternate page for
the selling shareholder table of contents.

Corporate Information, page 8

 3. Your present two diagrams under the heading Post-Offering. It is not clear what each of these diagrams represents as well as
how they correspond to the sentence on the bottom of page 8 which refers to selling shareholders holding 85.2% of common shares
if the selling shareholder sells all of the shares offered in the resale registration statement. Please revise or advise as necessary.

The Registration Statement includes a single post-offering diagram,
showing that the effect of the completion of the initial public offering (not assuming the sale of any of the selling shareholder’s
shares) would be to reduce the shareholdings of Tanbsok Group Ltd from 100% to 92.6% of all shares. At the completion of the initial
public offering, the public investors in the initial public offering would hold 7.4% of all shares. As the following paragraph
notes, if the initial public offering were completed and all shares offered by the selling shareholder were then sold to the public,
then Tanbsok Group Ltd would hold 85.2% of all common shares and public shareholders (including participants in the initial public
offering and purchasers of the selling shareholder’s shares) would hold 14.8% of all shares.

Capitalization, page 36

 4. Your offering net proceeds amounts throughout the filing appear to be different. For example, on page 36, you indicate that
the net proceeds of the offering will be $6.8 million. On page 32, you indicate that the net proceeds of the offering will be $6.2
million and your disclosures on page 122 indicate that they will be $7 million. Please revise as necessary throughout the filing.

We acknowledge the comment and have revised the Registration
Statement to clarify throughout that the anticipated net proceeds will be calculated as follows:

    Gross proceeds
    $ 8,000,000

    Underwriting discount (5%)
      (400,000 )

    Gross proceeds before expenses
      7,600,000

    Underwriting expense allowance (1.25%)
      (100,000 )

    Company offering expenses

    SEC filing fee (does not include selling shareholder filing fee)
      (1,237 )

    NASDAQ Capital Market Listing Fee
      (75,000 )

    FINRA fees
      (5,000 )

    Legal fees and expenses
      (300,000 )

    Accounting fees and expenses
      (250,000 )

    Printing and engraving expenses
      (25,000 )

    Miscellaneous expenses
      (50,000 )

    Total company expenses
      (706,237 )

    Total Expenses
      (806,237 )

    Net proceeds after discount and expenses
      6,793,763

    2

Pamela A. Long, Assistant Director

September 16, 2014

Page 3

Management's Discussion and Analysis, page 38

Critical Accounting Policies, page 55

Allowance for accounts receivable and advance to suppliers,
page 56

 5. We note your response to comment 9 of our letter dated July 25, 2014. Of your gross accounts receivable balance at December
31, 2013 of $30.1 million, you have subsequently collected $25.3 million. Of the remaining $4.8 million of uncollected amounts,
you had recorded an allowance for accounts receivable of $1.7 million. Of your gross advances to suppliers balance of $11.5 million
at December 31, 2013, approximately $9.3 million has been utilized. Of the remaining $2.2 million, you had recorded an allowance
of approximately $0.1 million. In light of the above, please tell us what consideration you gave as to whether the methodology
used to determine your allowances was reasonable. In this regard, we note that your allowances as a percentage of gross balances
decreased for both accounts receivable and advances to suppliers at December 31, 2013.

As requested, the below discussion explains the methodology
used to determine that our allowances for accounts receivable and advances to suppliers were reasonable.

Allowance for accounts receivable:

As disclosed under “Critical Accounting Policies”
section, “we consider the historical level of credit losses and apply percentages to aged receivable categories when we decide
the allowance for accounts receivable.” and “Collectability conditions are assessed on individual receivable accounts
when we determine an allowance is necessary.” We believe such methodology used to determine our allowances for accounts receivable
was reasonable.

Of the $25.3 million gross accounts receivable balance as of
December 31, 2013, $4.8 million remained outstanding as of June 30, 2014. Further analysis of the balances by individual accounts
indicates that approximately $3.9 million (equivalent to approximately RMB23.9 million) of the $4.8 million outstanding balance
were from seven large customers who have good payment record and credit history. In other words, substantial amounts unpaid were
from these seven customers. In accordance with the policy noted above, these accounts were reviewed for collectability and we concluded
no additional allowance was required. Therefore, we believe that our allowance for accounts receivable as of December 31, 2013
is reasonable.

    3

Pamela A. Long, Assistant Director

September 16, 2014

Page 4

As we increased our sales to large retailers and wholesalers
with better credit record in recent years, our credit losses decreased even though our accounts receivable balances increased.

Allowance for advances to suppliers:

As disclosed under “Critical Accounting Policies”
section, “our decision on whether to set aside allowance and the percentage of allowance is based on our evaluation of the
credit worthiness, financial information and payment history of individual supplier.” and “In addition to the general
allowance policy, we also consider specific information related to each individual supplier and utilize regular evaluation performed
by our purchasing department to determine whether to record an allowance for an individual supplier.” We believe such methodology
used to determine our allowances for advances to suppliers was reasonable.

Of the $11.5 million gross advances to suppliers balance as
of December 31, 2013, $2.2 million remained outstanding as of June 30, 2014. Further analysis of the balances by individual accounts
indicates that approximately $1.6 million (equivalent to approximately RMB 9.8 million) of the $2.2 million outstanding balance
were for the prepayment of repair, maintenance and service expenses related to our buildings, facilities and equipment. These projects
are expected to complete in this year and we believe these balances will be utilized. Of the remaining approximately $0.6 million
that have not been utilized as of June 30, 2014, we did not think allowance was necessary as of December 31, 2013 because all of
these payments were made recently at that time and there usually would be a reasonable time period before we received the goods
or services. Therefore, we believe that our allowance for advances to suppliers as of December 31, 2013 is reasonable.

Our advances to suppliers balances continued to grow in recent
years as we increased purchase of raw materials from a few large suppliers. For example, two of our largest suppliers accounted
for approximately 46% of our total purchases in 2013. Since these large suppliers have good on-time delivery record and lower
credit risks, our allowance for advances to suppliers decreased accordingly.

Our Employees, page 86

 6. Please reconcile the amounts in the first sentence under this heading and the total amount under the table, which appears to
equal 192 employees as of August 21, 2014.

We acknowledge the comment and have revised the Registration
Statement as requested to reflect the current number of employees as of September 16, 2014. As disclosed in that section, as of
September 16, 2014, we had 192 employees.

Related Party Transactions, page 100

 7. We note your response to comment 15 of our letter dated July 25, 2014. Please advise why your prior disclosure indicated $807,265
more in purchases from Forasen Group than your revised disclosure.

Our prior disclosure stated that “In 2013, we made purchase
of $4,430,170 through Forasen Group”. The prior amount of $4,430,170 was incorrect. We corrected the error and updated the
registration statement on our submission dated August 25, 2014. The current disclosure is correct which states that “In
2013, we purchased $3,622,905 in raw materials from Forasen Group…”.

Underwriting, page 121

 8. Please advise us of the meaning of the qualification “subject to prior sale” regarding your underwriters offering
the common shares in this offering.

We have revised the referenced sentence to delete the phrase
in question, as there will be no prior sale of such shares.

Financial Statements

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-9

 9. We note your response to comment 18 of our letter dated July 25, 2014. In a similar manner to your response, please revise
disclosure to indicate the extent to which sales are recorded when delivered and accepted by the customer.

We have revised Note 2 on page F-9 to indicate the extent to
which sales are recorded when delivered and accepted by the customer. The revised language reads as follows:

    4

Pamela A. Long, Assistant Director

September 16, 2014

Page 5

Revenue Recognition

The Company recognizes revenues under FAS Codification Topic
605 (“ASC 605”). Revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability
to collect is reasonably assured. These criteria are generally satisfied by the Company at the time of delivery for sales, which
is the point when risk of loss and title passes to the customer.

The delivery of goods either occurred when (a) goods leave
the Company’s warehouses or production facilities or (b) goods are delivered and accepted by customer, usually at a location
outside the Company. For sales under free on board (“FOB”) warehouse or production facilities term, the Company recognizes
revenue when product leaves the Company’s warehouse or production facility. Product delivery is evidenced by warehouse shipping
log as well as signed shipping bills from the shipping company. For sales under FOB destination term, the Company recognizes revenue
when product is delivered and accepted by customer. Product delivery is evidenced by signed receipt document upon delivery.

Under both cases, the risk of loss and/or title of goods
have been passed to customer at the time of delivery. The Company does not recognize any revenue for any sale arrangement that
do not transfer title and/or risk of loss. The Company’s sales cutoff for both methods is evidenced by the receipt of goods
delivery either signed by the shipping company or the customer acknowledging the receipt of goods. Such document is used as the
proof of transfer of title and/or risk of loss.

Revenue is reported net of all value added taxes. The Company
does not routinely permit customers to return products and historically, customer returns have been immaterial.

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

 10. We note your response to comment 20 of our letter dated July 25, 2014. Please address the following:

 · In a similar manner to your response, please expand
your disclosures to discuss how you use the bankers acceptance notes as well as quantify the extent to which the proceeds from
bankers acceptance notes are sent directly to vendors for payment of goods and the extent to which they are discounted to fund
working capital needs;

We have revised Note 10 to address this comment. The revised
Note 10 may be found on page F-16 and reads as follows:

The Company has historically either received the proceeds
of bankers acceptance notes through discounting with commercial agents or had such bankers acceptance notes paid directly to vendors,
in which case, the Company received no proceeds. In 2013, the Company started to discount all its bankers acceptance notes with
commercial agents and then use such proceeds to fund its working capital needs, including making payments to various vendors. The
proceeds from bankers acceptance notes sent directly to vendors for payment of goods were nil and $9,495,385 for years ended December
31, 2013 and 2012, respectively; and the net proceeds from bankers acceptance notes discounted to fund working capital needs were
$19,636,541 and $2,181,717 for years ended December 31, 2013 and 2012, respectively.

For the years ended December 31, 2013 and 2012, the Company
incurred interest expenses of $395,820 and $36,913 from discounting bankers acceptance notes, respectively. Interest expense was
related to the discounting of these notes, rather than the imputation of interest on these notes. The discount rate is usually
in line with the prevailing short-term bank loan rate at the time of discounting.

    5

Pamela A. Long, Assistant Director

September 16, 2014

Page 6

 · In regards to the receivables recorded related to these
bankers accepta