SecProbe.io

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 cney_corresp.htm United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 March 16, 2026 Re: CN Energy Group. Inc. Acceleration Request for Registration Statement on Form F-3 Initially filed December 22, 2025 and amended on March 13, 2026 File No. 333-292319 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, CN Energy Group. Inc. hereby requests that the effective date and time of the above-referenced registration statement be accelerated to Wednesday, March 18, 2026 at 4:00 pm Eastern Time, or as soon thereafter as practicable. Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Ms. Huan Lou of McCarter & English, LLP by telephone at +1 (212)-609-6921 or via e-mail at hlou@mccarter.com. Thank you for your assistance in this matter. Sincerely, CN Energy Group. Inc. By: /s/ Wenhua Liu Name: Wenhua Liu Title: Interim Chief Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 31, 2025

Wenhua Liu
Interim Chief Executive Officer
CN Energy Group. Inc.
Building 2-B, Room 206, No. 268 Shiniu Road
Liandu District, Lishui City, Zhejiang Province
The PRC

 Re: CN Energy Group. Inc.
 Registration Statement on Form F-3
 Filed December 22, 2025
 File No. 333-292319
Dear Wenhua Liu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Huan Lou, Esq.
</TEXT>
</DOCUMENT>

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CN ENERGY GROUP. INC.

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Celeste Murphy

    Margaret Schwartz

June 9, 2022

    Re:
    CN ENERGY GROUP. INC.

    Registration Statement on Form F-3, as amended (File No. 333-264579)

    Initially Filed April 29, 2022

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, CN ENERGY GROUP. INC. hereby requests acceleration of effectiveness of the above referenced Registration Statement,
so that it will become effective at 9:00 a.m. ET on June 13, 2022, or as soon as thereafter practicable.

Very truly yours,

    /s/ Kangbin Zheng

    Name: Kangbin Zheng

    Title: Chief Executive Officer, Chairman, and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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CN ENERGY GROUP. INC.

May 31, 2022

Via Edgar

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Celeste Murphy

    Margaret Schwartz

    Re:
    CN ENERGY GROUP. INC.

    Registration Statement on Form F-3

    Filed April 29, 2022

    File No. 333-264579

Ladies and Gentlemen:

This letter is in response to the letter dated
May 13, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to CN ENERGY GROUP. INC. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-3 (the “Amended
Registration Statement”) is being filed to accompany this letter.

Cover Page

1. We note your disclosure on the prospectus
cover page that you are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by your
subsidiaries. Please provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of
your organizational structure.

In response to the Staff’s comments, we
revised our disclosure on the cover page of the Amended Registration Statement to provide a cross-reference to our detailed discussion
of risks facing the Company and the offering as a result of our organizational structure.

2.
We note the following statement on the cover page: “PRC laws and regulations governing our current business operations are sometimes
vague and uncertain, and as a result these risks may result in material changes in the operations of our subsidiaries, significant depreciation
or a complete loss of the value of our securities, or a complete hindrance of our ability to offer, or continue to offer, our securities
to investors.” Please revise to make expressly clear whether the legal and operational risks associated with being based in or having
the majority of the company’s operations in China could significantly limit or completely hinder your ability to offer securities
to investors and cause the value of your securities to significantly decline or be worthless.

In
response to the Staff’s comments, we revised our disclosure on the cover page of the Amended Registration Statement to make expressly
clear that the legal and operational risks associated with being based in or having the majority of the Company’s operations
in China could significantly limit or completely hinder our ability to offer securities to investors and cause the value of our securities
to significantly decline or be worthless.

3. We note your disclosure here regarding the
structure of cash flows within your organization. Please update your disclosure to disclose if you have specific cash management policies
and procedures in place that dictate how funds are transferred through your organization and if applicable, describe these policies and
procedures in greater detail.

In response to the Staff’s comments, we
updated our disclosure on the cover page of the Amended Registration Statement to disclose and describe our specific cash management policies
and procedures in place that dictate how funds are transferred through our organization.

4. Please revise the definition of “China”
or the “PRC” to include Hong Kong and Macau.

In response to the Staff’s comments, we
revised our disclosure on page 1 of the Amended Registration Statement to revise the definition of “China” or the “PRC”
to include Hong Kong and Macau.

Prospectus Summary, page 1

5. We note the corporate structure diagram
on page 27 of the Form 20-F for the year-ended September 30, 2021. Please revise here to provide early in the prospectus summary a diagram
of the company’s corporate structure.

In response to the Staff’s comments, we
revised our disclosure on page 4 of the Amended Registration Statement to provide early in the prospectus summary a diagram of the company’s
corporate structure.

6.
We note your statement on page 7: “The PRC government imposes controls on the conversion of RMB into foreign currencies and the
remittance of currencies out of the PRC.” Please revise to describe the restrictions on foreign exchange.

In response to the Staff’s comments, we
revised our disclosure on page 7 of the Amended Registration Statement to describe the restrictions on foreign exchange.

In responding to your comments, the Company acknowledges
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 comments 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 States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Kangbin Zheng

    Name: Kangbin Zheng

    Title: Chief Executive Officer, Chairman, and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 13, 2022
Kangbin Zheng
Chief Executive Officer
CN ENERGY GROUP. INC.
Building 2-B, Room 206, No. 268 Shiniu Road
Liandu District, Lishui City, Zhejiang Province
The PRC
Re:CN ENERGY GROUP. INC.
Registration Statement on Form F-3
Filed April 29, 2022
File No. 333-264579
Dear Mr. Zheng:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3, Filed April 29, 2022
Cover Page
1.We note your disclosure on the prospectus cover page that you are not a Chinese operating
company but a British Virgin Islands holding company with operations conducted by your
subsidiaries. Please provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of your organizational structure.
2.We note the following statement on the cover page: "PRC laws and regulations governing
our current business operations are sometimes vague and uncertain, and as a result these
risks may result in material changes in the operations of our subsidiaries, significant
depreciation or a complete loss of the value of our securities, or a complete hindrance of

 FirstName LastNameKangbin Zheng
 Comapany NameCN ENERGY GROUP. INC.
 May 13, 2022 Page 2
 FirstName LastName
Kangbin Zheng
CN ENERGY GROUP. INC.
May 13, 2022
Page 2
our ability to offer, or continue to offer, our securities to investors." Please revise to make
expressly clear whether the legal and operational risks associated with being based in or
having the majority of the company’s operations in China could significantly limit or
completely hinder your ability to offer securities to investors and cause the value of your
securities to significantly decline or be worthless.
3.We note your disclosure here regarding the structure of cash flows within your
organization. Please update your disclosure to disclose if you have specific cash
management policies and procedures in place that dictate how funds are transferred
through your organization and if applicable, describe these policies and procedures in
greater detail.
4.Please revise the definition of "China" or the "PRC" to include Hong Kong and Macau.
Prospectus Summary, page 1
5.We note the corporate structure diagram on page 27 of the Form 20-F for the year-ended
September 30, 2021. Please revise here to provide early in the prospectus summary a
diagram of the company’s corporate structure.

6. We note your statement on page 7: "The PRC government imposes controls on the
conversion of RMB into foreign currencies and the remittance of currencies out of the
PRC." Please revise to describe the restrictions on foreign exchange.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li, Esq.

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February 1, 2021

Ms. Mary Beth Breslin

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: CN ENERGY GROUP. INC.

Registration Statement on Form F-1, as amended
(File No. 333-239659)

Request for Acceleration of Effectiveness

VIA EDGAR

Dear Ms. Breslin:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Network 1 Financial
Securities, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on Thursday, February 4, 2021, or as
soon thereafter as practicable.

The following is supplemental information
supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: January 25, 2021

    (ii)
    Dates of distribution: January 25, 2021 through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 5.

    (iv)
    There are 15 prospectuses so distributed as of date hereof by Network 1 Financial Securities, Inc. as representative of the underwriters. The total number of the prospectuses distributed by the selling group has not yet been provided.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

[Signature Page Follows]

    Network 1 Financial Securities, Inc.

    By:
    /s/ Adam Pasholk

    Name:
    Adam Pasholk

    Title:
    Managing Director Investment Banking

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CN ENERGY GROUP. INC.

February 1, 2021

Via Edgar

Ms. Mary Beth Breslin

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    CN ENERGY GROUP. INC.

    Registration Statement on Form F-1, as amended (File No. 333-239659)

    Request for Acceleration of Effectiveness

Dear Ms. Breslin:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, CN Energy Group. Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to
and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on February 4, 2021, or as soon thereafter as
practicable.

    Very truly yours,

    CN Energy Group. Inc.

    By:
    /s/ Kangbin Zheng

    Name:
    Kangbin Zheng

    Title:
    Chief Executive Officer, Chairman of the Board of Directors, and Director

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CN ENERGY GROUP. INC.

January 25, 2021

Via Edgar

Ms. Mary Beth Breslin

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    CN ENERGY GROUP. INC.

    Amendment No. 2 to Registration Statement on Form F-1

    Filed on January 15, 2021

    File No. 333-239659

Dear Ms. Breslin:

This letter is in response to the letter
dated January 23, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to CN ENERGY GROUP. INC. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement
on Form F-1 (the “Amended Registration Statement No. 3”) is being submitted confidentially to accompany this letter.

Consolidated Financial Statements

Notes to the Consolidated Financial
Statements

Note 18 – Stockholders’
equity

Issuance of the Convertible Preferred
Shares, page F-27

1. Please revise your note to disclose
how you evaluated your preferred shares to determine whether they contain a beneficial conversion feature, and if so, how you account
for this feature.

In response to the Staff’s comments,
we revised our disclosure on page F-27 of the Amended Registration Statement No. 3 to disclose how we evaluated our preferred shares
to determine that they contain a beneficial conversion feature and how we account for this feature.

Exhibits

2.Please file a revised Exhibit 5.1
that opines as to the underwriter's warrants and the shares underlying the underwriter's warrants. For guidance, refer to Section
II.B.1. of Staff Legal Bulletin No. 19.

In response to the Staff’s comments,
we filed a revised Exhibit 5.1 that opines as to the shares underlying the underwriter’s warrants and a new Exhibit 5.2 that
opines as to the underwriter’s warrants.

3. In addition, the Exhibit 5.1 legal
opinion should not assume conclusions of law or material facts that are necessary for the ultimate opinion. Please file a revised
Exhibit 5.1 legal opinion that does not include the assumptions set forth in paragraphs 5, 7, 8, 9, 11 and 12 of Schedule 2. For
guidance, please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

In response to the Staff’s comments,
we filed a revised Exhibit 5.1 legal opinion that does not include the assumptions set forth in paragraphs 7, 8, 9, 11, and 12
of Schedule 2. Carey Olsen Singapore LLP, our counsel with respect to the laws of the British Virgin Islands, respectfully advises
the Staff that the assumption set forth in paragraph 5 of Schedule 2 is a standard assumption and the reason for the inclusion
in their opinion is that they can only opine on matters of British Virgin Islands law and in respect of the Company; they therefore
have to assume that there are no matters of foreign legislation that affect their opinion.

In responding to your comments, the Company
acknowledges 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 comments 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 States.

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter
Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Kangbin Zheng

    Name: Kangbin Zheng

    Title:   Chief Executive Officer, Chairman, and Director

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
January 23, 2021
Zhengyu Wang
Chief Executive Officer, Chairman, and Director
CN Energy Group, Inc.
FPI Center, Room A-901, No. 459 Qianmo Road
Binjiang District, Hangzhou City, Zhejiang Province
PRC
Re:CN Energy Group, Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed January 15, 2021
File No. 333-239659
Dear Mr. Wang:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 2 to Registration Statement on Form F-1
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 18 – Stockholders’ equity
Issuance of the Convertible Preferred Shares, page F-27
1.Please revise your note to disclose how you evaluated your preferred shares to determine
whether they contain a beneficial conversion feature, and if so, how you account for this
feature.

 FirstName LastNameZhengyu Wang
 Comapany NameCN Energy Group, Inc.
 January 23, 2021 Page 2
 FirstName LastName
Zhengyu Wang
CN Energy Group, Inc.
January 23, 2021
Page 2
Exhibits
2.Please file a revised Exhibit 5.1 that opines as to the underwriter's warrants and the shares
underlying the underwriter's warrants. For guidance, refer to Section II.B.1. of Staff Legal
Bulletin No. 19.

3.In addition, the Exhibit 5.1 legal opinion should not assume conclusions of law or material
facts that are necessary for the ultimate opinion. Please file a revised Exhibit 5.1 legal
opinion that does not include the assumptions set forth in paragraphs 5, 7, 8, 9, 11 and 12
of Schedule 2. For guidance, please refer to Section II.B.3.a of Staff Legal Bulletin No.
19.
            You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li

February 3, 2020
Zhengyu Wang
Chief Executive Officer, Chairman, and Director
CN Energy Group, Inc.
FPI Center, Room A-901, No. 459 Qianmo Road
Binjiang District, Hangzhou City, Zhejiang Province
PRC
Re:CN Energy Group, Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 21, 2020
CIK No. 0001780785
Dear Mr. Wang:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Description of Share Capital, page 93
1.We note your revisions in response to prior comment 15. We also note that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Please include such disclosure in your risk factor discussing this
provision and address any uncertainty about the enforceability of the provision with
respect to claims under the Securities Act.

 FirstName LastNameZhengyu Wang
 Comapany NameCN Energy Group, Inc.
 February 3, 2020 Page 2
 FirstName LastName
Zhengyu Wang
CN Energy Group, Inc.
February 3, 2020
Page 2
            You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li

October 29, 2019
Zhengyu Wang
Chief Executive Officer, Chairman, and Director
CN ENERGY GROUP, INC.
FPI Center, Room A-901, No. 459 Qianmo Road
Binjiang District, Hangzhou City, Zhejiang Province
PRC
Re:CN ENERGY GROUP, INC.
Draft Registration Statement on Form F-1
Submitted September 30, 2019
CIK No. 0001780785
Dear Mr. Wang:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted September 30, 2019
Cover Page
1.Please revise the description of the escrow arrangement to clarify whether any funds will
be promptly returned if the minimum offering amount is not sold. Refer to Exchange Act
Rule 10b-9.
2.We note your statement that you plan to apply to list your shares on NYSE American, and
that a condition to your obligation to sell any securities through the placement agent is
that, upon closing of this offering, the shares would qualify for listing.  Please tell us
whether this condition can be waived, and the circumstances under which it could be
waived. To the extent your offering could close without such listing, please revise the

 FirstName LastNameZhengyu Wang
 Comapany NameCN ENERGY GROUP, INC.
 October 29, 2019 Page 2
 FirstName LastNameZhengyu Wang
CN ENERGY GROUP, INC.
October 29, 2019
Page 2
cover page to remove the reference to NYSE American.  Also confirm that you will
register one or more classes of securities pursuant to Section 12(g) of the Exchange Act,
or, alternatively, add appropriate risk factor disclosure concerning the lack of a Section 12
reporting obligation.
Overview, page 5
3.It appears that you focus on the wood-based subset of the activated carbon manufacturing
market.  Please revise to highlight this in your Summary.
Prospectus Summary, page 5
4.Your summary should be a balanced discussion of your business. In this regard, please
balance your prominent discussion of your competitive strengths and growth strategy with
a discussion of the challenges you face in executing your business plan. As examples
only, please address your reliance on a small number of customers and suppliers, and the
risk of an increase in the cost of raw materials.
Growth Strategies, page 6
5.You refer in the second sentence to "implementation of the following strategies," but there
is no discussion of any growth strategies.  Please revise.
Implication of Our Being an "Emerging Growth Company", page 7
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 35
7.It appears from your Use of Proceeds table that the minimum offering amount may be less
than 25% of the total maximum offering amount.  Please explain here, in the Prospectus
Summary, and elsewhere in the prospectus, as appropriate, how that amount correlates
with your business plans and what the receipt of that amount of proceeds would enable
you to accomplish.  In this regard, clarify what you mean by "expansion of [y]our
business." Also disclose how much capital will be required to complete the construction of
the manufacturing facilities in Manzhouli City.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 50
8.We note in your risk factor on page 21 that as a holding company you rely principally on
dividends and other distributions on equity from your PRC subsidiaries for your cash
requirements.  Please tell us your consideration of including separate liquidity and capital
resources disclosures related to the holding company and to its operating subsidiaries.

 FirstName LastNameZhengyu Wang
 Comapany NameCN ENERGY GROUP, INC.
 October 29, 2019 Page 3
 FirstName LastName
Zhengyu Wang
CN ENERGY GROUP, INC.
October 29, 2019
Page 3
9.Please expand this section to describe the government subsidies you have reecived and the
basis on which you received them. Clearly disclose how those programs affect your
business and the extent to which you expect they will remain available in the future.
Business, page 64
10.We note your disclosure on page 66 that you entered into a strategic cooperation
agreement with Huadian Electric Power Science Academy in 2014 pursuant to which you
research, develop and share technologies related to activated carbon and biomass energy.
Please expand your Business disclosure to describe the material terms of this agreement,
including the rights and obligations of the parties, any payment obligations, term and
termination provisions, and any rights to intellectual property jointly developed under the
agreement.  Also file the agreement as an exhibit to the registration statement or tell us
why you believe it is not required to be filed.  Refer to Item 8.a of Form F-1 and Item
601(b)(10) of Regulation S-K.
Our Competitive Strengths
Advanced Technology And Established Relationship With a Research Center , page 66
11.Please expand your disclosure to describe the basis for your statement that your single
process technology is "more efficient, produces higher-quality activated carbon products
as well as biomass electricity, results in less pollution and yields higher profits."  Also
revise to clarify the activated carbon products or technology to which you are comparing
your technology.
Strategically Placed Facilities And Lower Costs, page 66
12.You state that you expect the first stage of your new facilities in Manzhouli City to be
operating by June 2020.  Please disclose clarify what you mean by the "first stage," what
type of operations will be enabled at that point, and your estimated completion date for the
entire facility.
Our Strategy, page 67
13.You state in the middle of the page that the third-party producers you make use of do not
have the same manufacturing processes or quality control as the company.  Please tell us
what consideration has been given to including a risk factor regarding this situation.
Management, page 89
14.It appears from the business background disclosure of Mr. Zhengyu Wang that he has
executive positions with various entities apart from the company and its subsidiaries.
Please revise to clarify how much of his time he devotes to the company.

 FirstName LastNameZhengyu Wang
 Comapany NameCN ENERGY GROUP, INC.
 October 29, 2019 Page 4
 FirstName LastName
Zhengyu Wang
CN ENERGY GROUP, INC.
October 29, 2019
Page 4
Description of Share Capital, page 97
15.We note that your Articles of Association include an Exclusive Jurisdiction provision
establishing the courts of the British Virgin Islands as the exclusive forum for all disputes,
subject to certain exceptions including claims under the Securities Act of 1933.  Please
revise to describe this provision, including whether it applies to any Exchange Act
claims. Your disclosure should include a statement that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  In
addition, provide clear risk factor disclosure regarding the potential risks to investors,
including, as examples only, increased costs to bring a claim and the possibility that
such provisions may discourage the filing of claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable.  You should also address whether there
is any question as to whether a court would enforce the provision.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 1 – Organization and Nature of Business, page F-7
16.Please tell us your consideration of including a footnote disclosing the financial
information for the parent company in compliance with Rule 4-08(e)(3) of Regulation S-
X.
Note 14 – Statutory Reserves, page F-22
17.Please revise your audited and interim financial statements to include additional
disclosures related to your equity account balances.  This discussion should include equity
transactions that occurred prior to and in combination with the August 2019
reorganization, and the effect of the reorganization on your equity balances.  Refer to ASC
505-10-50.
General
18.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.

 FirstName LastNameZhengyu Wang
 Comapany NameCN ENERGY GROUP, INC.
 October 29, 2019 Page 5
 FirstName LastName
Zhengyu Wang
CN ENERGY GROUP, INC.
October 29, 2019
Page 5
            You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Greg Dundas at 202-551-3436 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li