SecProbe.io

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 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: +86-578-226-2309

 June 15, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F. Street, N.E.

 Washington, D.C. 20549

    Re:

   TANTECH HOLDINGS LTD

   Registration Statement on Form F-3

   Filed June 9, 2026

   File No.: 333-296624

 Dear Mr. Danberg:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on June 17, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

 Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

   Sincerely,

   /s/ Zheyuan Liu

   Zheyuan Liu

   Chief Executive Officer

June 3, 2026
Zheyuan Liu
Chief Executive Officer
Tantech Holdings Ltd
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re: Tantech Holdings Ltd
Draft Registration Statement on Form F-3
Submitted June 2, 2026
CIK No. 0001588084
Dear Zheyuan Liu:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc: Anthony W. Basch, Esq.

December 15, 2025
Zheyuan Liu
Chief Executive Officer
Tantech Holdings Ltd
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F for Fiscal Year Ended December 31, 2024
File No. 001-36885
Dear Zheyuan Liu:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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 Tantech Holdings Ltd

 No. 10 Cen Shan Road, Shuige Industrial Zone

 Lishui City, Zhejiang Province 323000, People’s Republic of China

 September 18, 2025

 Office of Industrial Applications and Services

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Tracey Houser, Tayyaba Shafique, Jane Park and Nicholas O’Leary

      Re:

   Tantech Holdings Ltd

   Form 20-F for the Fiscal Year Ended December 31, 2024

   File No. 001-36885

 Dear Ms. Houser, Ms. Shafique, Ms. Park and Mr. O’Leary:

 This letter is in response to the comments set forth in the letter dated September 2, 2025 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Tantech Holdings Ltd (the “Company,” “we” or “our”) regarding the above referenced Form 20-F for the fiscal year ended December 31, 2024 (the “Form 20-F”). For the Staff’s convenience, we have recited each of the comments in the Staff’s letter below in bold and have followed the comment with the Company’s response immediately thereafter. Amendment No. 1 to the Form 20-F (the “Form 20-F/A”) is being filed to accompany this letter. Capitalized terms used herein shall have the meanings ascribed to them in the Common Letter unless otherwise defined herein.

 Form 20-F for the Fiscal Year Ended December 31, 2024

 Note 2 - Summary of Significant Accounting Policies

 Financing receivables, net, page F-11

      1.

   Please expand your accounting policy to disclose the methodology used for determining the allowance for credit losses and whether you develop the expected credit loss for the financing receivable and accrued interest on a combined basis or separately. Refer to ASC 326-20-30-1 through 30-10 and ASC 326-20-50-3A through 50-3D for guidance.

   Response: In response to the Staff’s comment, we have revised the disclosures regarding financing receivables in Note 2, Summary of Significant Accounting Policies,  on page F-11 of the Form 20-F/A.

 Note 3 - Divestitures, page F-19

      2.

   We note that on December 29, 2023, you sold your 100% equity interest in Jikang Energy and Tantech Bamboo for consideration of $0.7 million and recognized a gain of $3.6 million that positively impacted income before income tax for fiscal year 2023 by 38.5%. Please tell us and expand your disclosures to explain why you have not reflected the consideration in your statement of cash flows and the facts and circumstances that led to the recognition of the gain. Confirm that you will provide the disclosures required by ASC 360-10-50-3 and 50-3A for this transaction.

 Response: We respectfully advise the Staff that the consideration of $0.7 million from divestitures of Jikang Energy and Tantech Bamboo was settled through offsetting a related accounts payable, therefore was not reflected in the statement of cash flow.

 Due to continuous losses incurred in Jikang Energy and Tantech Bamboo, the Group sold its 100% equity interest in Jikang Energy and Tantech Bamboo for consideration of approximately $0.7 million to a third party on December 29, 2023 with commercial substance. The aggregated net carrying value of Jikang Energy and Tantech Bamboo immediately prior to the disposition was in deficit of $2.9 million, which resulted into a gain from disposition of approximately $3.6 million for the year ended December 31, 2023. Prior to the transfer, the related business in Jikang Energy and Tantech Bamboo had been assumed by the Group’s other subsidiaries and Jikang Energy and Tantech Bamboo no longer conduct any substantial business, and as a result, the divestitures were not considered a strategic shift to the Group’s business. Therefore, no discontinued operations were presented.

 We respectfully acknowledge the Staff’s comment and will revise the future filings to include the disclosures required by ASC 360-10-50-3 and 50-3A for this transaction.

  1

 Note 6 - Financing Receivables, net, page F-21

      3.

   We note that you recognized total financing interest income since initiating this service in June 2022 of $5,423,479. It appears that accrued interest is $5,301,903 as of December 31, 2024.

 Please revise your disclosures to clarify the amount of principal and accrued interest outstanding.

 Reconcile for us your disclosure that the term of the financing receivables is 12 months with the principal and interest due upon maturity, while the majority of accrued interest for the past three fiscal years remain uncollected.

 As part of your response, provide us with a more comprehensive discussion of the material terms of the factoring agreements with a view towards enhanced disclosures.

 Tell us how long the principal balance as of December 31, 2024, has been outstanding.

 To the extent that the financing receivables have been outstanding longer than the 12-month term, tell us why you continue to recognize the full amount of the receivables as a current asset and whether you have established a nonaccrual policy.

 Refer to the disclosure requirements in ASC 326-20-50-14 through 50-17.

 Response: In response to the Staff’s comment, we have revised the disclosures in Note 6, Financing Receivables, net, on page F-21 of the Form 20-F/A.  In addition, we respectfully advise the Staff that the balance of the financing receivable as of December 31, 2024 was fully settled by June 30, 2025.

 General

      4.

   Please disclose the risks that your corporate structure and being based in or having the majority of the company's operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 Response: We respectfully acknowledge the Staff’s comment. In response, we have revised the disclosures in Item 3, Key Information, on pages 3 and 4 of the Form 20-F/A to describe the risks that our corporate structure and being based in or having the majority of the Company’s operations in China pose to our investors. Further, we have expanded our disclosures to include more detailed descriptions of the significant regulatory, liquidity, and enforcement risks relating to being based in or having the majority of our operations in China in the Summary of Risk Factors section beginning on page 4 and in the Risk Factors section beginning on page 23.

 ***

  2

 The Company is hopeful that the foregoing answers adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions. In addition, 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.

   Sincerely,

   /s/ Weilin Zhang

   Weilin Zhang

 Chief Financial Officer

  3

September 2, 2025
Zheyuan Liu
Chief Executive Officer
Tantech Holdings Ltd
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F for Fiscal Year Ended December 31, 2024
File No. 001-36885
Dear Zheyuan Liu:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2024
Note 2 - Summary of Significant Accounting Policies
Financing receivables, net, page F-11
1.Please expand your accounting policy to disclose the methodology used for
determining the allowance for credit losses and whether you develop the expected
credit loss for the financing receivable and accrued interest on a combined basis or
separately.  Refer to ASC 326-20-30-1 through 30-10 and ASC 326-20-50-3A through
50-3D for guidance.
Note 3 - Divestitures, page F-19
We note that on December 29, 2023, you sold your 100% equity interest in Jikang
Energy and Tantech Bamboo for consideration of $0.7 million and recognized a gain
of $3.6 million that positively impacted income before income tax for fiscal year 2023
by 38.5%.  Please tell us and expand your disclosures to explain why you have not
reflected the consideration in your statement of cash flows and the facts and
circumstances that led to the recognition of the gain.  Confirm that you will provide 2.

September 2, 2025
Page 2
the disclosures required by ASC 360-10-50-3 and 50-3A for this transaction.
Note 6 - Financing Receivables, net, page F-21
3.We note that you recognized total financing interest income since initiating this
service in June 2022 of $5,423,479. It appears that accrued interest is $5,301,903 as of
December 31, 2024. Please revise your disclosures to clarify the amount of principal
and accrued interest outstanding.  Reconcile for us your disclosure that the term of the
financing receivables is 12 months with the principal and interest due upon maturity,
while the majority of accrued interest for the past three fiscal years remain
uncollected. As part of your response, provide us with a more comprehensive
discussion of the material terms of the factoring agreements with a view towards
enhanced disclosures.  Tell us how long the principal balance as of December 31,
2024, has been outstanding. To the extent that the financing receivables have been
outstanding longer than the 12-month term, tell us why you continue to recognize the
full amount of the receivables as a current asset and whether you have established a
nonaccrual policy. Refer to the disclosure requirements in ASC 326-20-50-14 through
50-17.
General
4.Please disclose the risks that your corporate structure and being based in or having the
majority of the company's operations in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the
value of your securities. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
            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 Tayyaba Shafique at 202-551-2110 or Tracey Houser at 202-551-3736
if you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with
any other questions.
Sincerely,

September 2, 2025
Page 3
Division of Corporation Finance
Office of Industrial Applications and
Services

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   c/o Tantech Holdings (Lishui) Co., Ltd. ♦ No. 10 Cen Shan Road, Shuige Industrial Zone ♦

 Lishui City, Zhejiang Province ♦ People’s Republic of China ♦ Phone: +86-578-226-2309

 July 23, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F. Street, N.E.

 Washington, D.C. 20549

      Re:

   TANTECH HOLDINGS LTD

   Registration Statement on Form F-1

   Filed July 12, 2024

   File No.: 333-280791

 Dear Mr. O’Leary:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on July 25, 2024, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

 Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

   Sincerely,

   /s/ Wangfeng Yan

     Wangfeng Yan

   Chief Executive Officer

July 22, 2024
Wangfeng Yan
Chief Executive Officer
Tantech Holdings Ltd
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Registration Statement on Form F-1
Filed July 12, 2024
File No. 333-280791
Dear Wangfeng Yan:
            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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Anthony W. Basch, Esq.

CORRESP
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tanh_corresp.htm

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

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

 September 7, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F. Street, N.E.

 Washington, D.C. 20549

    Re:

   TANTECH HOLDINGS LTD

   Registration Statement on Form F-3

   Filed August 30, 2023

   File No.: 333-274274

 Dear Ms. Schwartz:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on September 11, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

 Please feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

   Sincerely,

   /s/ Wangfeng Yan

   Wangfeng Yan

   Chief Executive Officer

United States securities and exchange commission logo
September 6, 2023
Wangfeng Yan
Chief Executive Officer
TANTECH HOLDINGS LTD
c/o Zhejiang Tantech Bamboo Technology Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re:TANTECH HOLDINGS LTD
Registration Statement on Form F-3
Filed August 30, 2023
File No. 333-274274
Dear Wangfeng Yan:
            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 Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Anthony W. Basch, Esq.

United States securities and exchange commission logo
January 24, 2023
Weilin Zhang
Chief Financial Officer
Tantech Holdings Ltd
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone , Lishui City
Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed July 18, 2022
File No. 001-36885
Dear Weilin Zhang:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Tantech
Holdings Ltd

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323000, People’s
Republic of China

January 17, 2023

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Kuhar, Lynn Dicker, Jason Drory and Doris Stacey
Gama

    Re:
    Tantech Holdings Ltd

    Form 20-F/A for the Fiscal Year Ended December 31, 2021

    Filed December 23, 2022

    Response Dated November 28, 2022

    File No. 001-36885

Dear Mr. Kuhar:

In response to the comment set forth in the letter
dated January 4, 2023 (the “Comment Letter”) of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (“SEC”) addressed to Tantech Holdings Ltd (the “Company,” “we,”
and “our”) regarding the above referenced Form 20-F/A for the fiscal year ended December 31, 2021 (the “Form 20-F/A”),
we are writing to supply the Company’s response and the revised disclosure contained in Amendment No. 2 to the Form 20-F (the “Amendment”).
For ease of reference, we have recited the Staff’s comments in this response and numbered them accordingly. Capitalized terms used
herein shall have the meanings ascribed to them in the Common Letter unless otherwise defined herein.

Amendment No. 1 to Form 20-F for the Fiscal
Year Ended December 31, 2021

Financial Statements, page F-1

 1. We note that your amended Form
20-F includes only the revised report of your independent registered public accounting firm without the full corresponding set of financial
statements. Please file an amended Form 20-F to include the entire Item 17, including the full set of financial statements, as required
by Rule 12b-15 of Regulation 12B. Note that the amended filing is to be accompanied by all certifications, updated as appropriate.

Response: The Company
respectfully acknowledges the Staff’s comment and in response has included the entire Item 17, the full set of financial statements,
as required by Rule 12b-15 of Regulation 12B in the Amendment.

***

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions. In addition, 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.

    Sincerely,

    /s/ Weilin Zhang

    Weilin Zhang

    Chief Financial Officer

United States securities and exchange commission logo
January 4, 2023
Weilin Zhang
Chief Financial Officer
Tantech Holdings Ltd
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone , Lishui City
Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F/A for the Fiscal Year Ended December 31, 2021
Filed December 23, 2022
Response Dated November 28, 2022
File No. 001-36885
Dear Weilin Zhang:
            We have reviewed your November 28, 2022 response to our comment letter and your
Form 20-F/A filed December 23, 2022 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 business days by providing the requested
information or advise 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.  Unless we note otherwise, our references to prior comments are to comments in our
November 10, 2022 letter.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2021
Financial Statements, page F-1
1.We note that your amended Form 20-F includes only the revised report of your
independent registered public accounting firm without the full corresponding set of
financial statements. Please file an amended Form 20-F to include the entire Item 17,
including the full set of financial statements, as required by Rule 12b-15 of Regulation
12B. Note that the amended filing is to be accompanied by all certifications, updated as
appropriate.

 FirstName LastNameWeilin Zhang
 Comapany NameTantech Holdings Ltd
 January 4, 2023 Page 2
 FirstName LastName
Weilin Zhang
Tantech Holdings Ltd
January 4, 2023
Page 2
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Doris Stacey Gama at (202) 551-3188 or Jason Drory at
(202) 551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Tantech
Holdings Ltd

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323000, People’s
Republic of China

November 28, 2022

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Kuhar, Lynn Dicker, Jason Drory and Doris Stacey
Gama

  Re:
  Tantech Holdings Ltd

  Form 20-F for the Fiscal Year Ended December 31, 2021

  Filed July 18, 2022

  Response Dated October 12, 2022

  File No. 001-36885

Dear Mr. Kuhar:

In response to the comments set forth in the letter
dated November 10, 2022 (the “Comment Letter”) of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (“SEC”) regarding the above referenced Form 20-F for the fiscal year ended December
31, 2021 (the “Form 20-F”), we are writing to supply additional information and disclosures Tantech Holdings Ltd (the “Company”)
plans to include in its amendment to the Form 20-F (the “Form 20-F/A”). For ease of reference, we have recited the Staff’s
comments in this response and numbered them accordingly. Capitalized terms used herein shall have the meanings ascribed to them in the
Common Letter unless otherwise defined herein.

Form 20-F for the Fiscal Year Ended December
31, 2021

Permissions Required from the PRC Authorities
for Our Operations, page 4

 1. We note your response to our previous comment 3, specifically we note Company's analysis regarding
who is subject to cybersecurity review by the Cyberspace Administration of China ("CAC"). We also note you conclude that "we
don't believe we are not subject to the cybersecurity review by the CAC" while your analysis points to not being subject to review
by the CAC. Please clarify whether you are or are not required to go through cybersecurity review by the CAC or otherwise advise.

Response: The Company
respectfully acknowledges the Staff’s comment and in response is clarifying that the prior response contained an inadvertent typographical
error. We confirm and restate our response that we believe we are not subject to the cybersecurity review by the CAC. The disclosure is
revised as follows:

On
July 10, 2021, the CAC published a revised draft revision to the Cybersecurity Review Measures for public comment, or the Revised Cybersecurity
Measures. Under these measures, an operator having more than one million users shall be subject to cybersecurity review before listing
abroad. The cybersecurity review will evaluate the risk of critical information infrastructure, core data, important data, or a large
amount of personal information being influenced, controlled or maliciously used by foreign governments after going public overseas. The
procurement of network products and services, data processing activities and overseas listing should also be subject to cybersecurity
review if they concern or potentially pose risks to national security. According to the effective Cybersecurity Review Measures, online
platform/website operators of certain industries may be identified as critical information infrastructure operators by the CAC, once they
meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review.
On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and other government agencies
jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Measures, which took effect on February 15,
2022 and replaced the previously issued Revised Cybersecurity Review Measures. Under the Measures, an “online platform operator”
in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities
on a foreign stock exchange. The operators of critical information infrastructure and the online platform operators (collectively, the
 “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity
review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity
review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we don’t
believe we are not subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small
number of users in our business operations as of the date of this report, significantly less than one million users; and (ii) data processed
in our business does not have a bearing on national security and thus shall not be classified as core or important data by the PRC authorities.
We don’t believe that we are an Operator within the meaning of the Measures, nor do we control more than one million users’
personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Measures. Further,
an expert interpretation of the Measures published at the CAC’s website on February 17, 2022 indicated no application review is
required for operators that have been listed abroad before the implementation of the Revised Cybersecurity Measures. However, the Measures
were just recently released and there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation
and implementation. Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing,
and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory
authorities in the subsequent implementation process.

The PRC government recently initiated
a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the
scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly
enforcement. The PRC government is increasingly focused on data security. In July 2021, the CAC opened cybersecurity probes into several
U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect, store, process and transfer data. On
November 14, 2021, the CAC published the Draft Regulations on Network Data Security Management in November 2021 for public comments, which
among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging
a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department
before January 31 of the following year. If the Draft Regulations on Network Data Security Management are enacted in the current form,
we, as an overseas listed company, would be required to carry out an annual data security review and comply with the relevant reporting
obligations. As of the date of this report, the draft regulations have been released for public comment only and have not been formally
adopted. The final provisions and the timeline for its adoption are subject to changes and uncertainties. We have been closely monitoring
the regulatory development in China, particularly regarding the requirements of approvals, annual data security review or other procedures
that may be imposed on us. If any approval, review or other procedure is in fact required, we cannot assure our investors that we will
be able to obtain such approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain,
it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and/or securities offerings.
The PRC regulatory requirements with respect to cybersecurity and data security are constantly evolving and can be subject to varying
interpretations and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to
comply with these cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement
actions and investigations, fines, penalties, suspension or disruption of our operations.

On December 24, 2021, the CSRC issued
the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the
 “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by
Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Overseas Listing Rules, which
are currently published for public comments only. According to the Draft Overseas Listing Rules, all China-based companies applying for
overseas securities issuance, listing and post-listing capital operations shall be subject to statutory procedures, such as filing and
information reporting requirement. After making initial applications with overseas stock markets for offerings or listings, all China-based
companies shall file with the CSRC within three business days. In addition, overseas offerings and listings may be prohibited for such
China-based companies when any of the following applies: (a) if the securities offerings and listings are prohibited by applicable PRC
laws and rules; (b) if securities offerings and listings may constitute a threat to, or endanger national security as reviewed and determined
by PRC authorities; (c) if there are material ownership disputes over applicants’ equity interests, major assets, core technologies
or other items; (d) if a PRC company or its controlling shareholders or de facto controllers have committed certain crimes, under investigation
for suspicion of major violations in the prior three years; (e) if any directors, supervisors, or senior executives of applicants have
been subject to administrative punishments for severe violations, or are under investigations for crimes or major violations; or (f) other
circumstances as provided. The Draft Administrative Provisions further provide that a fine between RMB 1 million and RMB 10 million may
be imposed if a company fails to fulfil the filing requirements with the CSRC or conducts an overseas offering or listing in violation
of the Draft Overseas Listing Rules. In the case of severe violations, an order to suspend relevant businesses or halt operations for
rectification may be issued, and relevant business permits or operational license revoked. Overseas issuance and listings subject to the
Draft Overseas Listing Rules include direct and indirect issuance and listings. We believe that the listing of our shares on Nasdaq Capital
Market would be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Rules and would be required to complete
the filing procedures and submit the relevant information to CSRC if the final rules are promulgated as proposed in the current Draft
Overseas Listing Rules. As of the date of this report, such rules have not become effective. In addition, after the rules take effect,
we would only need to submit the filing materials and no CSRC approval would be required under the rules. Because we are relying on advice
of PRC counsel, there is uncertainty inherent in relying on an opinion of counsel in connection with whether we are required to obtain
permissions from a governmental agency that is required to approve of our operations and/or listings. In the event that an government
approval is required, we cannot assure our investor that we will be able to receive clearance in a timely manner, or at all. Any failure
of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to
offer our common shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely
affect our financial condition and results of operations and cause our shares to significantly decline in value or become worthless.

Report of Independent Registered
Public Accounting Firm, page F-2

    2.
    Please refer to prior comment 7 and amend your filing to include the audited December 31, 2019
    period as soon as practically possible.

    Response: The Company respectfully acknowledges the Staff’s comment and is providing
    an update on the status of the audits of the Company’s financial statements for the fiscal year ended December 31, 2019 (the
    “Financial Statements”) on which it is currently working with its auditor, YCM CPA. Based on the progresses made thus
    far, the Company anticipates the audits will be completed by December 20, 2022. Upon completion of the audit, an audit report opining
    on the Financial Statements will be included in the Form 20-F/A.

***

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions. In addition, 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.

  Sincerely,

  /s/ Weilin Zhang

  Weilin Zhang

  Chief Financial Officer

United States securities and exchange commission logo
November 10, 2022
Weilin Zhang
Chief Financial Officer
Tantech Holdings Ltd
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone , Lishui City
Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed July 18, 2022
Response Dated October 12, 2022
File No. 001-36885
Dear Weilin Zhang:
            We have reviewed your October 12, 2022 response to our comment letter 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 business days by providing the requested
information or advise 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.  Unless we note otherwise, our references to prior comments are to comments in our
September 12, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Permissions Required from the PRC Authorities for Our Operations, page 4
1.We note your response to our previous comment 3, specifically we note Company's
analysis regarding who is subject to cybersecurity review by the Cyberspace
Administration of China ("CAC"). We also note you conclude that "we don't believe we
are not subject to the cybersecurity review by the CAC" while your analysis points to not
being subject to review by the CAC. Please clarify whether you are or are not required to
go through cybersecurity review by the CAC or otherwise advise.

 FirstName LastNameWeilin Zhang
 Comapany NameTantech Holdings Ltd
 November 10, 2022 Page 2
 FirstName LastName
Weilin Zhang
Tantech Holdings Ltd
November 10, 2022
Page 2
Report of Independent Registered Public Accounting Firm, page F-2
2.Please refer to prior comment 7 and amend your filing to include the audited December
31, 2019 period as soon as practically possible.
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Doris Stacey Gama at (202) 551-3188 or Jason Drory at
(202) 551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Tantech
Holdings Ltd

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323000, People’s
Republic of China

October 12, 2022

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Kuhar, Lynn Dicker, Jason Drory and Doris Stacey
Gama

 Re: Tantech Holdings Ltd

  Form 20-F for the Fiscal Year Ended December 31, 2021

  Filed July 18, 2022

  File No. 001-36885

Dear Mr. Kuhar:

In response to the comments set forth in the letter
dated September 12, 2022 (the “Comment Letter”) of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (“SEC”) regarding the above referenced Form 20-F for the fiscal year ended December
31, 2021 (the “Form 20-F”), we are writing to supply additional information and disclosures Tantech Holdings Ltd (the “Company”)
plans to include in its amendment to the Form 20-F (the “Form 20-F/A”). For ease of reference, we have recited the Staff’s
comments in this response and numbered them accordingly. Capitalized terms used herein shall have the meanings ascribed to them in the
Common Letter unless otherwise defined herein.

Form 20-F for the Fiscal Year Ended December
31, 2021

Item 3. Key Information

Our Corporate Structure and the Operations
of our PRC Subsidiaries, page 3

 1. We note that you are not a Chinese operating Company but rather a British Virgin Islands holding Company
with operations conducted by your subsidiaries. Please provide, early in the Key Information section, a diagram of the Company's corporate
structure.

Response: The Company
respectfully acknowledges the Staff’s comment and will include a diagram of the Company’s current corporate structure in the
Key Information section of the Form 20-F/A. A copy of the diagram is attached hereto as Exhibit A.

Permissions Required from the PRC Authorities
for Our Operations, page 4

 2. You state that given uncertainties of interpretation and implementation of relevant laws and regulations
and the enforcement practice by government authorities you cannot assure that you have obtained all the permits or licenses required for
conducting your business in China. State affirmatively whether you have received all requisite permits and licenses and whether any permissions
have been denied.

Response: The Company
respectfully acknowledges the Staff’s comment and in response will include the following revised disclosure to address the permits
and licenses required for conducting the Company’s business in China:

We conduct our business in China through
our subsidiaries, and prior to August 2021, also through our VIEs in China. Our operations in China are governed by PRC laws and regulations.
We are required to obtain certain permissions from the PRC authorities to operate, issue securities to foreign investors, and transfer
certain data. The PRC government has exercised, and may continue to exercise, substantial influence or control over virtually every sector
of the Chinese economy through regulation and state ownership. Our ability to operate in China may be undermined if our PRC subsidiaries
are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations
or interpretations of existing regulations that could require additional expenditures, and efforts on our part to ensure our compliance
with such regulations or interpretations. To operate our general business activities currently conducted in mainland China, each of our
PRC subsidiaries is required to obtain a business license from the local counterpart of the State Administration for Market Regulation,
or SAMR. Each of our PRC subsidiaries has obtained a valid business license from the local SAMR, and no application for any such license
has been denied. Our PRC subsidiaries are also required to obtain certain licenses and permits, including but not limited to the following
material licenses and permits: the Wood and Bamboo Operation and Processing Approval Certificate issued by Zhejiang provincial government
for our consumer product segment and our electric vehicles (EVs) and fuel vehicles being listed in the Announcement of the Vehicle Manufacturers
and Products issued by the Ministry of Industry and Information Technology of PRC, or the MIIT, which is the entry approval for Shangchi
Automobile to become a qualified manufacturer of vehicles and for the manufacturing and sales of our EVs and other vehicles, and
no application for any such material license, permit, certification or registration has been denied. However, given the uncertainties
of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot
assure you that we have obtained all the permits or licenses required for conducting our business in China. We may be required to obtain
additional licenses, permits, filings or approvals for the functions and services of our business in the future. As of the
date of this report, as advised by our PRC legal counsel, Zhejiang Zhengbiao Law Firm, we and our PRC subsidiaries have received all requisite
permits, approvals and certificates from the PRC government authorities to conduct our business operations in China. To our knowledge,
no permission or approval has been denied or revoked. However, given the uncertainties of interpretation and implementation of relevant
laws and regulations and the enforcement practice by government authorities, we cannot be certain that relevant policies in this regard
will not change in the future, which may require us or our subsidiaries to obtain additional licenses, permits, filings or approvals for
conducting our business in the PRC. If we or our subsidiaries do not receive or maintain required permissions or approvals, or inadvertently
conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions,
fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and
these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer
or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

 3. You state that you and your PRC subsidiaries are not required to go through cybersecurity review by
the Cyberspace Administration of China ("CAC"). Please explain the basis for your belief that you are not subject to the review
or required to obtain prior approval of the CAC. Further, in light of recent events indicating greater oversight by the CAC over data
security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight
impacts your business and your securities and to what extent you believe that you are compliant with the regulations or policies that
have been issued by the CAC to date.

Response: The Company
respectfully acknowledges the Staff’s comment and in response will include a revised disclosure to explain the basis for our belief
that you are not subject to the review or required to obtain prior approval of the CAC. The Company will also revise its disclosure to
explain the impact of oversight by the CAC over data security on our business and our securities and the Company’s compliance with
the regulations or policies that have been issued by the CAC to date. The revised disclosures are as follows:

On
July 10, 2021, the CAC published a revised draft revision to the Cybersecurity Review Measures for public comment, or the Revised Cybersecurity
Measures. Under these measures, an operator having more than one million users shall be subject to cybersecurity review before listing
abroad. The cybersecurity review will evaluate the risk of critical information infrastructure, core data, important data, or a large
amount of personal information being influenced, controlled or maliciously used by foreign governments after going public overseas. The
procurement of network products and services, data processing activities and overseas listing should also be subject to cybersecurity
review if they concern or potentially pose risks to national security. According to the effective Cybersecurity Review Measures, online
platform/website operators of certain industries may be identified as critical information infrastructure operators by the CAC, once they
meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review.
On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and other government agencies
jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Measures, which took effect on February 15,
2022 and replaced the previously issued Revised Cybersecurity Review Measures. Under the Measures, an “online platform operator”
in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities
on a foreign stock exchange. The operators of critical information infrastructure and the online platform operators (collectively, the
 “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity
review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity
review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we don’t believe
we are not subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small number
of users in our business operations as of the date of this report, significantly less than one million users; and (ii) data processed
in our business does not have a bearing on national security and thus shall not be classified as core or important data by the PRC authorities.
We don’t believe that we are an Operator within the meaning of the Measures, nor do we control more than one million users’
personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Measures. Further,
an expert interpretation of the Measures published at the CAC’s website on February 17, 2022 indicated no application review is
required for operators that have been listed abroad before the implementation of the Revised Cybersecurity Measures. However, the Measures
were just recently released and there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation
and implementation. Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing,
and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory
authorities in the subsequent implementation process.

The PRC government recently
initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to
extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts
in anti-monopoly enforcement. The PRC government is increasingly focused on data security. In July 2021, the CAC opened
cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect,
store, process and transfer data. On November 14, 2021, the CAC published the Draft Regulations on Network Data Security Management
in November 2021 for public comments, which among other things, stipulates that a data processor listed overseas must conduct an
annual data security review by itself or by engaging a data security service provider and submit the annual data security review
report for a given year to the municipal cybersecurity department before January 31 of the following year. If the Draft Regulations
on Network Data Security Management are enacted in the current form, we, as an overseas listed company, would be required to carry
out an annual data security review and comply with the relevant reporting obligations. As of the date of this report, the draft
regulations have been released for public comment only and have not been formally adopted. The final provisions and the timeline for
its adoption are subject to changes and uncertainties. We have been closely monitoring the regulatory development in China,
particularly regarding the requirements of approvals, annual data security review or other procedures that may be imposed on us. If
any approval, review or other procedure is in fact required, we cannot assure our investors that we will be able to obtain such
approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain, it could
nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and/or securities offerings. The PRC
regulatory requirements with respect to cybersecurity and data security are constantly evolving and can be subject to varying
interpretations and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure
to comply with these cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government
enforcement actions and investigations, fines, penalties, suspension or disruption of our operations.

On December 24, 2021, the CSRC
issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic
Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing
Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft
Overseas Listing Rules, which are currently published for public comments only. According to the Draft Overseas Listing Rules, all
China-based companies applying for overseas securities issuance, listing and post-listing capital operations shall be subject to
statutory procedures, such as filing and information reporting requirement. After making initial applications with overseas stock
markets for offerings or listings, all China-based companies shall file with the CSRC within three business days. In addition,
overseas offerings and listings may be prohibited for such China-based companies when any of the following applies: (a) if the
securities offerings and listings are prohibited by applicable PRC laws and rules; (b) if securities offerings and listings may
constitute a threat to, or endanger national security as reviewed and determined by PRC authorities; (c) if there are material
ownership disputes over applicants’ equity interests, major assets, core technologies or other items; (d) if a PRC company or
its controlling shareholders or de facto controllers have committed certain crimes, under investigation for suspicion of major
violations in the prior three years; (e) if any directors, supervisors, or senior executives of applicants have been subject to
administrative punishments for severe violations, or are under investigations for crimes or major violations; or (f) other
circumstances as provided. The Draft Administrative Provisions further provide that a fine between RMB 1 million and RMB 10 million
may be imposed if a company fails to fulfil the filing requirements with the CSRC or conducts an overseas offering or listing in
violation of the Draft Overseas Listing Rules. In the case of severe violations, an order to su

United States securities and exchange commission logo
September 12, 2022
Weilin Zhang
Chief Financial Officer
Tantech Holdings Ltd
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone , Lishui City
Zhejiang Province 323000
People’s Republic of China
Re:Tantech Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed July 18, 2022
File No. 001-36885
Dear Mr. Zhang:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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 Fiscal Year Ended December 31, 2021
Item 3. Key Information
Our Corporate Structure and the Operations of our PRC Subsidiaries, page 3
1.We note that you are not a Chinese operating Company but rather a British Virgin Islands
holding Company with operations conducted by your subsidiaries. Please provide, early in
the Key Information section, a diagram of the Company's corporate structure.
Permissions Required from the PRC Authorities for Our Operations, page 4
2.You state that given uncertainties of interpretation and implementation of relevant laws
and regulations and the enforcement practice by government authorities you cannot assure
that you have obtained all the permits or licenses required for conducting your business in

 FirstName LastNameWeilin Zhang
 Comapany NameTantech Holdings Ltd
 September 12, 2022 Page 2
 FirstName LastNameWeilin Zhang
Tantech Holdings Ltd
September 12, 2022
Page 2
China. State affirmatively whether you have received all requisite permits and
licenses and whether any permissions have been denied.
3.You state that you and your PRC subsidiaries are not required to go through cybersecurity
review by the Cyberspace Administration of China ("CAC"). Please explain the basis for
your belief that you are not subject to the review or required to obtain prior approval of
the CAC. Further, in light of recent events indicating greater oversight by the CAC over
data security, particularly for companies seeking to list on a foreign exchange, please
revise your disclosure to explain how this oversight impacts your business and your
securities and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Part I
Cash Flows through our Organization, page 5
4.Please update your disclosure in this section to quantify any dividends or distributions that
a subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences. If no distributions have been made to the holding company, please
explicitly state so. In addition, to the extent you have cash management policies that
dictate how funds are transferred throughout your organization please summarize the
policies here and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, affirmatively state that you have no
such cash management policies in place. We also note that you have provided your
subsidiaries with loans in 2019, 2020, and 2021 with principal amount of $nil, $8.3
million and $19.0 million, respectively. Please clarify which subsidiaries received such
loans. Lastly, describe any restrictions and limitations on your ability to distribute
earnings from the company, including subsidiaries, to the parent company and U.S.
investors.
A. Selected financial data, page 6
5.We note you have presented consolidating schedules showing Tantech Holding and your
PRC/Hong Kong subsidiaries separately. However, the PRC/Hong Kong subsidiaries
columns includes both wholly owned entities and the VIEs. In the amended filing and for
periods where the VIE existed, the schedule should disaggregate the parent company, the
VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the
VIEs, and an aggregation of other entities that are consolidated. The objective of this
disclosure is to allow an investor to evaluate the nature of assets held by, and the
operations of, entities apart from the VIE, as well as the nature and amounts associated
with intercompany transactions. Any intercompany amounts should be presented on a
gross basis and when necessary, additional disclosure about such amounts should be
included in order to make the information presented not misleading.

 FirstName LastNameWeilin Zhang
 Comapany NameTantech Holdings Ltd
 September 12, 2022 Page 3
 FirstName LastName
Weilin Zhang
Tantech Holdings Ltd
September 12, 2022
Page 3
Item 15. Controls and Procedures
(d) Changes in internal control over financial reporting, page 119
6.We note that you have had material weaknesses in your internal control over financial
reporting since 2016 that have not been remediated. In your amended filing, please revise
to clarify what specific steps remain to be completed in your remediation plan.  Also,
revise to disclose how long you estimate it will take to complete your remediation plan
and disclose any associated material costs that you have incurred or expect to incur.
Report of Independent Registered Public Accounting Firm, page F-2
7.The third paragraph of YCM CPA, Inc.'s report indicates that the company’s 2019
consolidated financial statements were audited by another auditor. However, the other
auditors' report is not included in the filing. Please amend to include a report from
your other auditor that opines on the financial statements for the fiscal year ended
December 31, 2019 in accordance with Item 8.A.3 of Form 20-F.
Note 3 Variable Interest Entity Statements, page F-17
8.We note your disclosures that "[a]fter the VIE was dismantled, the Company indirectly
owns 100 % of Wangbo. Wangbo and Jiyi keep owning 51% and 19% of Shangchi
Automobile respectively. A third party keeps owning 30% of Shangchi Automobile."
Describe to us in appropriate detail the transaction whereby you dismantled your VIE
structure along with how you accounted for it within your financial statements. Tell
us how Wangbo is no longer a VIE under ASC 810 considering that you "indirectly" own
100% of Wangbo.  Additionally, reconcile this statement with the organization chart on
page 70 which shows Shanghai Jiamu Investment Management Co. Ltd. owning 100% of
Wangbo.
            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.
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Branch Chief, at (202)
551-3662 if you have questions regarding comments on the financial statements and related
matters.  Please contact Doris Stacey Gama at (202) 551-3188 or Jason Drory at (202) 551-
8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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filename1.htm

c/o
Tantech Holdings (Lishui) Co., Ltd. s No.
10 Cen Shan Road, Shuige Industrial Zone s

Lishui
City, Zhejiang Province s People’s
Republic of China s Phone:
+86-578-226-2309

December 22, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    TANTECH HOLDINGS LTD

    Registration Statement on Form F-3

    Filed December 18, 2020

    File No.: 333-251509

Dear Ms. Schwartz:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on December 23,
2020, at 4:00 PM Eastern Time, or as soon thereafter as is practicable. This request for acceleration to December 23, 2020
supersedes and replaces in its entirety the previous request for acceleration to December 24, 2020.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Wangfeng Yan

    Wangfeng Yan

    Chief Executive Officer

CORRESP
1
filename1.htm

c/o
Tantech Holdings (Lishui) Co., Ltd. s No.
10 Cen Shan Road, Shuige Industrial Zone s

Lishui
City, Zhejiang Province s People’s
Republic of China s Phone:
+86-578-226-2309

December 22, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    TANTECH HOLDINGS LTD

    Registration Statement on Form F-3

    Filed December 18, 2020

    File No.: 333-251509

Dear Ms. Schwartz:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on December 24, 2020, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Wangfeng Yan

    Wangfeng Yan

    Chief Executive Officer

United States securities and exchange commission logo
December 21, 2020
Wangfeng Yan
Chief Executive Officer
TANTECH HOLDINGS LTD
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re:TANTECH HOLDINGS LTD
Registration Statement on Form F-3
Filed December 18, 2020
File No. 333-251509
Dear Mr. Yan:
            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 Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony Basch, Esq.

CORRESP
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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:
+86-578-226-2309

August 27, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    TANTECH HOLDINGS LTD

    Registration Statement on Form F-3

    Filed August 20, 2020

    File No.: 333-248197

Dear Ms. Schwartz:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Tantech Holdings Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on August 31, 2020, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Zhengyu Wang

    Zhengyu Wang

    Chairman of the Board of Directors

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Tantech
Holding Ltd.

c/o Zhejiang
Tantech Bamboo Technology Co., Ltd.

No. 10 Cen Shan
Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000

People’s
Republic of China

+86 (578) 226-2305

March 2, 2017

VIA EDGAR

Edward Kelly

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Tantech Holdings Ltd.

Registration Statement on Form F-3, as amended

File No. 333-213240

REQUEST FOR WITHDRAWAL

Dear Mr. Kelly:

Tantech Holdings Ltd. (the “Company”)
hereby requests the withdrawal of the Acceleration Request filed by the Company on March 1, 2017.

Please direct any questions or comments regarding this acceleration
request to our outside counsel, Jiannan Zhang, Ph.D., A18B Landmark Palace, 20 Liangmaqiao Road, Beijing 100016, China. +86 13718231232,
zhangj0509@yahoo.com.

    Very truly yours,

    Tantech Holdings Ltd.

    By:
    /s/
Zhengyu Wang

    Name:
    Zhengyu Wang

    Title:
    Chief Executive Officer

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Tantech
Holding Ltd.

c/o Zhejiang
Tantech Bamboo Technology Co., Ltd.

No. 10 Cen Shan
Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000

People’s
Republic of China

+86 (578) 226-2305

March 2, 2017

VIA EDGAR

Edward Kelly

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Tantech
Holdings Ltd.

Registration Statement on Form F-3, as amended

File No. 333-213240

REQUEST FOR ACCELERATION OF EFFECTIVENESS

    Requested Date:
    March 9, 2017

    Requested Time:
    4:30 PM Eastern Time

Dear Mr. Kelly:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Tantech Holdings Ltd. (the “Company”) hereby requests that the above-referenced Registration Statement
on Form F-3, as amended (File No. 333-213240 ) (the “Registration Statement”), be declared effective
at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In connection with the acceleration request, the Company hereby
acknowledges that:

     ·
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 accuracy of the disclosure in the filing; and

     ·
    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 direct any questions or comments regarding this acceleration
request to our outside counsel, Jiannan Zhang, Ph.D., Landmark Palace, Tower 2 No. Liangmaqiao Road, Beijing 100016, China. +86
13718231232, zhangj0509@yahoo.com.

    Very truly yours,

    Tantech Holdings Ltd.

    By:
     /s/ Zhengyu Wang

    Name:
     Zhengyu Wang

    Title:
     Chief Executive Officer

December 23 , 2016
Mail Stop 4631

Via Email
Mr. 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 F iscal  Year Ended December 31 , 2015
Filed April 29 , 2016
File No. 001-36885

Dear Mr. Wang :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturin g and
Construction

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TantechHoldingsLtd.

F11, T3, Herui Technology Center,

No. 475 Chang He Road, Bingjiang District,

Hangzhou 310052, China

+ 86 (571) 87555802

December 21, 2016

VIA E-MAIL

Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549

RE: Tantech Holding Ltd.

Form 20-F for the Fiscal Year
Ended

December 31, 2015

Filed April 29, 2016

File No. 001-36885

Dear Mr. O’Brien:

On behalf of Tantech
Holdings Ltd. (“Tantech”, the “Company”, “we”, “us”, or “our”), we
hereby submit this response in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s email, dated December 07, 2016, with respect to our annual report
on Form 20-F filed with the Commission on April 29, 2016, file no. 001-36885 (the “Annual Report”). Concurrently with
the submission of this response letter, we are filing, through EDGAR, Amendment No. 3 to the Form 20-F (“Amendment No. 3”
or the “Annual Report”).

We understand and
agree that:

 Ÿ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 Ÿ 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

 Ÿ 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.

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

Critical Accounting Policies, page73

Allowance for accounts receivable, page 74

 1. We note your response to comment 1 from our letter dated November 3, 2016. Based on your response, it appears that your standard
payment terms are three months for your typical customers. Based on the amounts still outstanding as of September 30, 2016, it
appears that approximately $3.6 million of year-end receivables related to your typical customers, who are subject to your standard
payment terms as they are not considered larger retailers or wholesale chains that are unlikely to default. Please provide us with
an analysis of the specific evidence you relied on in concluding that your reserve of $1.2 million as of year-end was considered
adequate. In order to better understand the adequacy of your reserve, please provide us with an aging schedule that shows the breakdown
of the $3.6 million of uncollected receivables as of September 30, 2016. We further remind you that to the extent any known trends
in the aging of your trade receivables or uncertainties related to their collectability exists and may materially impact your future
liquidity and results of operations; such impacts should be addressed in your MD&A.

We acknowledge the Staff’s comment.

Although the Company’s
standard payment terms are three months, we do offer longer credit terms to some regional distributors, with whom we have developed
a stable and ongoing relationship. The outstanding AR as of September 30, 2016 (approximately $3.66 million) are large associated
with those distributers. The following tables provide separate aging schedules and subsequent collections for these regional distributors
(excluding seven major customers) and seven major customers as of November 30, 2016:

Aging and Subsequent Collection except 7 Major Customer

    Aging
    Balance outstanding

as of 9/30/2016
    Subsequent Collection

as of 11/30/2016
    Percentage of

Collection
    Outstanding

as of 11/30/2016

      <3M
      2,617,800.90
      2,083,813.00
      79.60 %
      533,987.90

      4-6M
      143,769.57
      37,042.00
      25.76 %
      106,727.57

      7-12M
      109,539.14
      7,206.00
      6.58 %
      102,333.14

      >12M
      785,637.14
      19,360.00
      2.46 %
      766,277.14

      Total
      3,656,746.75
      2,147,421.00

      1,509,325.75

    Customer
    Credit Term
    Balance as of 12/30/2015
    Percentage of

Total AR
    Subsequent Collection as of 11/30/2016
    Percentage of Collection
    Outstanding

as of 11/30/2016

    Lotus
    9-12M
      4,516,727.87
      10.83 %
      4,156,668.90
      92.03 %
      360,058.97

    Hangzhou Lianhua
    9-12M
      3,308,546.31
      7.93 %
      3,033,400.58
      91.68 %
      275,145.73

    Carrefour
    9-12M
      4,605,706.11
      11.04 %
      4,605,706.11
      100.00 %
      -

    Hangzhou Baideshengou
    9-12M
      4,694,927.60
      11.26 %
      4,694,927.60
      100.00 %
      -

    Shanghai Huanguan
    9-12M
      8,046,447.54
      19.29 %
      4,931,200.00
      61.28 %
      3,115,247.54

      25,172,355.43
      60.35 %
      21,421,903.18
      85.10 %
      3,750,452.25

As you can see from
the above tables, the outstanding AR for the regional distributors (excluding seven largest customers) as of November 30, 2016
was about $1.5 million, of which, $0.5 million was aged less than three months. The AR aged more than 3 months ago was about $1.0
million. Even if all of these AR are considered uncollectible, our $1.2 million AR reserve as of December 31, 2015 is still considered
reasonable.

For the outstanding
AR for the seven largest customers, excluding Shanghai Huanguan, which is a special case and we will discuss separately in the
next comment response, the remaining outstanding AR as of November 30, 2016 was only $0.64 million and all those ARs are still
within our normal credit terms to those large chain stores and considered collectible.

Due to the nature
of our products and its distribution channel, the overall sales cycle to those regional distributors may take longer than 6 months,
we may consider to extend our credit terms to certain distributors from time to time but do monitor the collection history and
the extension of credit are made on case-by-case basis. Our AR reserve ratio also goes up on those ARs with extended credit terms.

In recent subsequent
collections review, there is no evidence to show significant distortion on our AR policy and collectability. It is the management’s
conclusion that the $1.2 million AR reserve as of December 31, 2015 is considered adequate.

As per Staff’s
suggestion, we will further update our disclosure on page 74 to provide our most recent review of collection information and address
what impact the slowed receivable collection might have on our future liquidity.

 2. We note your response to comment 1 from our letter dated November 3, 2016. With regard to your larger customer, Shanghai Huanguan;
please tell us what specific evidence you relied on in determining that the outstanding balance $8,046,448 was considered collectible
as of December 31, 2015, given that the amount was still outstanding as of September 30, 2016.

We acknowledge the Staff’s comment.

Shanghai Huanguan,
with whom we have developed sustained business relationship over last five years, is one of our top customers to buy EDLC carbon
in recent years. It has always made the payments on time with good credit history. In early 2016, due to the fraud investigation
of the subsidy claims by certain electric vehicle (“EV”) manufacturers, all applications of EV subsidies were suspended
by Chinese government, which caused the industry-wide non-payment of 2015 subsidy. Shanghai Huanguan had to reduce our EDLC carbon
orders and slow the payment of our accounts receivable. After ongoing negotiation, we have made effects in follow-up collection
of approximately $4.9 million as of November 30, 2016. As the government finished the investigation and resumed the subsidy payments
recently, Shanghai Huanguan promised to pay the remaining $3.1 million by the end of January 2017. We believe the prolonged collection
of this AR with Shanghai Huangaun is temporary and circumstantial, and we are confident that we will be able to collect the remaining
AR soon. We will reassess the collectability of these AR in the first quarter of 2017 and make additional allowance if necessary,

Item 15. Controls and Procedures, page 100

 3. We note your response to our comment 2 from our letter dated November 3, 2016 and the subsequent amendment filed to your Form
20-F for which you have now concluded that your internal controls over financial reporting were not effective as of December 31,
2015. Given that internal controls over financial reporting are an integral part of disclosure controls and procedures; please
tell us how you came to the conclusion that your material weakness related to internal controls over financial reporting did not
impact your conclusion on the effectiveness of your disclosure controls and procedures or amend to revise your conclusion on the
effectiveness of your disclosure controls and procedures.

We acknowledge the Staff’s comment.

As per Staff’s
request, we will revise our disclosures on page 100 to indicate that our disclosure controls and procedures(as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act of 1934) was ineffective as of December 31, 2015.

If you have any further
questions or comments, please contact our outside counsel, Jiannan Zhang, Ph.D., Cadwalader, Wickersham & Taft LLP 2301 China
Central Place, Tower 2 No. 79 Jianguo Road, Beijing 100025, China. +86 (10) 6599-7270 (Direct Phone) +86 (10) 6599-7300 (Main Fax),
Jiannan.zhang@cwt.com.

    Very truly yours,

    Tantech Holdings Ltd.

    By:
     /s/ Zhengyu Wang

    Name:
     Zhengyu Wang

    Title:
     Chief Executive Officer

December 7 , 2016
Mail Stop 4631

Via E -mail
Mr. 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 Fiscal Year Ended December 31 , 2015
Filed April 29 , 2016
Response dated Novem ber 28 , 2016
File No. 001-36885

Dear Mr. Wang :

We have reviewed your response  and have the following  additional  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 within ten business days by providing the requested
information, or by advising us when you will p rovide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

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

Critical Accounting Policies, page73
Allowance for accounts receivable, page 74

1. We note your respon se to comment 1 from our letter dated November 3, 2016.  Based on
your response, it appears that your standard payment terms are three months for your
typical customers. Based on the amounts still outstanding as of September 30, 2016, it
appears that appro ximately $3.6 million of year -end receivables related to your typical
customers, who are subject to your standard payment terms as they are not considered
larger retailers or wholesale chains that are unlikely to default.  Please provide us with an
analysi s of the specific evidence you relied on in concluding that your reserve of $1.2
million as of year -end was considered adequate. In order to better understand the
adequacy of your reserve, please provide us with an aging schedule that shows the

Mr. Wang
Tantech Holdings Ltd
December 7 , 2016
Page 2

 breakdown o f the $3.6 million of uncollected receivables as of September 30, 2016. We
further remind you that to the extent any known trends in the aging of your trade
receivables or uncertainties related to their collectability exists and may materially impact
your future liquidity and results of operations;  such impacts should be addressed in your
MD&A.

2. We note your response to comment 1 from our letter dated November 3, 2016. With
regard to your larger customer, Shanghai Huanguan; please tell us what specific evidence
you relied on in determining that the outstanding balance $8,046,448 was considered
collectible as of December 31, 2015, given that the amount was still outstanding as of
September 30, 2016.

Item 15. Controls and Procedures, page 100

3. We note you r response to our comment 2 from our letter dated November 3, 2016 and the
subsequent amendment filed to your Form 20 -F for which you have now concluded that
your internal controls over financial reporting were not effective as of December 31,
2015. Given that internal controls over financial reporting are an integral part of
disclosure controls and procedures; please tell us how you came to the conclusion that
your material weakness related to internal controls over financial reporting did not impact
your conclusion on the effectiveness of your disclosure controls and procedures or amend
to revise your conclusion on the effectiveness of your disclosure controls and procedures.

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  me at (202) 551 -3355,  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ed Kelly  at (202) 551-3728, or in his absence,
Pamela Long, at (202) 551 -3765 , with any other questions.

Sincerely,

 /s/ Terence O ’Brien

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

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TanTech
Holdings Ltd.

F11, T3, Herui Technology Center,

No. 475 Chang He Road, Bingjiang District,

Hangzhou 310052, China

+ 86 (571) 87555802

November 28 , 2016

VIA E-MAIL

Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549

RE: Tantech Holding Ltd.

Form 20-F for the Fiscal Year
Ended

December 31, 2015

Filed April 29, 2016

File No. 001-36885

Dear Mr. O’Brien:

On behalf of Tantech
Holdings Ltd. (“Tantech”, the “Company”, “we”, “us”, or “our”), we
hereby submit this response in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s email, dated September 30, 2016, with respect to our annual report
on Form 20-F filed with the Commission on April 29, 2016, file no. 001-36885 (the “Annual Report”). Concurrently with
the submission of this response letter, we are filing, through EDGAR, Amendment No. 2 to the Form 20-F (“Amendment No. 2”
or the “Annual Report”).

We understand and
agree that:

 Ÿ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 Ÿ 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

 Ÿ 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.

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

Critical Accounting Policies, page 73

Allowance for accounts receivable, page
74

1.
We note your response to comment 3 from our letter dated September 30, 2016. It is still not apparent from your response what your
typical customer payment terms are and how you apply your policy for evaluating collectability based on an aging analysis to those
standard terms. In that regard, while we understand you have offered longer payment terms to certain large retailers and wholesale
chains who require such payment terms over six months, it is not apparent how much of the outstanding receivable balance as of
December 31, 2015, relate to those larger customers who required extended payment terms. As such, please expand your response to
tell us:

 l What
your typical standard payment terms offered to customers are;

 l What
percentage of outstanding receivables as of December 31, 2015, relate to the larger customers who require extended payment terms;

 l Whether
you have a history of offering such extended terms and how that may have impacted your revenue recognition policy. Specifically
tell us how such terms may have impacted the determination that the price you offer your customers is considered fixed and determinable.
In this regard, clarify if you have a history of collecting the original amount invoiced from your customers that have these extended
payment terms without providing any refunds or concessions; and

 l What
consideration was given as to whether your allowance for doubtful accounts balance of $1.2 million was considered adequate as
of December 31, 2015, given that as of September 30, 2016, your accounts receivable balance continued to include approximately
$4.8 million of outstanding receivables that were greater than four months old as of December 31, 2015.

Finally, as previously
requested please also expand your disclosures to provide an analysis of your day’s sales outstanding for each balance sheet
date presented.

Response:

We acknowledge the Staff’s comment.

Our typical standard
payment terms offered to our customers are 3 months. Although we typically do not grant special payment terms to many of our customers,
some of our customers, who are large retailers and wholesale chains, tend to require longer payment terms that are more than 3
months but unlikely to default. Furthermore, for some major and long-term distributors and retailers, their credit terms can be
extended up to 9 months to 12 months. The reasons behind that are followings:

 1. These retailers are well-established larger chain stores and distributors across China. Their default
risk is relatively low compared to local stores or small customers.

 2. We are a relative small supplier to these large retailers and distributors. Our bargaining power
with these lager customers is weak since we are relying on their sale chancels to end users. They are more likely to pay their
large suppliers first than small suppliers and typically require longer payment terms from small suppliers like us. In addition,
our sale contracts with them are signed on annual basis, and the credit terms are subject to change based on how well our products
sell within their stores.

Currently, we have
extended credit terms for seven major customers. Most of them are well-established retailers and distributors in China, and we
have developed sustained business relationship with them over the year. The percentage of outstanding receivables as of December
31, 2015, relate to these seven large customers who require extended payment terms, is at 60.35%, as shown in the table below:

    Customer

    Credit Term

    Balance as of 12/30/2015

        Percentage of

        Total AR

    Subsequent Collection as of 9/30/2016

        Percentage of

        Collection

        Lotus

    9-12 months

    4,516,727.87

    10.83
    %

    3,262,193.47

    72.22
    %

        Hangzhou LianHua

    9-12 months

    3,308,546.31

    7.93
    %

    2,219,752.58

    67.09
    %

        Carrefour

    9-12 months

    4,605,706.11

    11.04
    %

    4,605,706.11

    100.00
    %

        Hangzhou Baideshengou

    9-12 months

    4,694,927.60

    11.26
    %

    4,693,691.83

    99.97
    %

        Shanghai Huanguan

    9-12 months

    8,046,447.54

    19.29
    %

    -

    0.00
    %

    Total

    25,172,355.43

    60.35
    %

    14,781,343.99

As of September 30,
2016, approximately $14.8 million or 58.72% of those seven major customers’ outstanding receivables at December 31, 2015
have been subsequently collected.

Our offering of those
extended payment terms does not impact our determination that the price is fixed and determinable. Our price is evidenced by sales
contracts with fixed amount on each product to be sold. We have not experienced significant returns or concessions after extending
their credit terms. Since no significant amount of receivable was defaulted in the past, our revenue recognition policy is not
affected by extending credit terms. However, we considered that longer collection periods would have cause negative impact on our
cash flow management. Based on our historic experience, all of those receivables with those large customers to whom we offered
extended credit terms have been collected with the original invoices amounts, and we have not offered any subsequent refunds or
concession.

In particular, as
of September 30, 2016, we noted that still approximately 34% of outstanding receivables as of December 31, 2015 have not been collected
yet. The company has made efforts in collection follow-ups and negotiated with customers to collect bills by end of 2016.

By considering the
history of our cash collection and the nature of our business, many customers who extended payment term will pay us back by the
end of 2016 when it is the busiest shopping season. We have reviewed our aged receivables on individual account basis to assess
collectability and believe the allowance for doubtful accounts balance of $1.2 million as of December 31, 2015 was adequate. We
are monitoring the collection progress rigorously and will accrue additional allowance if we believe certain aged receivables become
likely uncollectible.

As per Staff’s
request, we have expanded our disclosure on page 74 of Amendment No. 2 to provide analysis of our day’s sales outstanding
for each balance sheet date presented.

Item 15. Controls and Procedures, page
100

2.
We note your response to our comment 5 from our letter dated September 30, 2016 and the subsequent amendment filed to your Form
20-F for the period ended December 31, 2015. It is not apparent to us how you were able to conclude that your disclosure controls
and procedures and internal controls over financial reporting are considered effective as of December 31, 2015. We note that based
on your disclosures on page 24, you were still in the process of designing and implementing your internal controls over financial
reporting as of the period covered by this report. As such, please revise your conclusion on the effectiveness of both or advise.

Response:

We acknowledge the Staff’s comment.

As of December 31,
2015, we believe that our disclosure controls and procedures were effective based on the following facts:

 1. Our Chief Financial Officer at the time, Mr. Ningfang Liang, is a licensed Certified Public Accountants
in the United Stated and has adequate experience in SEC financial reporting process. Mr. Liang worked extensively with our external
auditors and SEC attorney to ensure that information required to be disclosed in our reports is properly accumulated and communicated
to management.

 2. Our treasurer/financial controller, Mr. Qingsong Dong, is working industrial accounting over 15
years in China, who has extensive accounting and industry experience to ensure all accounting data are being recorded, processed,
summarized and reported properly, and who is also working closely with our CFO to accurately convert the financial information
into US GAAP-based financial statements.

We are currently not
subject to audits of internal control over financial reporting. Historically, we have not had a formal and comprehensive design
of internal control systems as being a small company. As per our disclosures on page 24, we are still in the process of designing
and implementing our formal internal controls over financial reporting. It is the management’s conclusion that our internal
control over financial reporting was not effective as of December 31, 2015.

We have revised our
disclosures on page 100 of Amendment No. 2 to indicate that our internal control over financial report(as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act of 1934) was ineffective as of December 31, 2015.

If you have any further
questions or comments, please contact our outside counsel, Jiannan Zhang, Ph.D., Cadwalader, Wickersham & Taft LLP 2301 China
Central Place, Tower 2 No. 79 Jianguo Road, Beijing 100025, China. +86 (10) 6599-7270 (Direct Phone) +86 (10) 6599-7300 (Main Fax),
Jiannan.zhang@cwt.com.

    Very truly yours,

    Tantech Holdings Ltd.

    By:
     /s/ Zhengyu Wang

    Name:
     Zhengyu Wang

    Title:
     Chief Executive Officer

November 3 , 2016
Mail Stop 4631

Via E -mail
Mr. 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 Fiscal Year Ended December 31 , 2015
Filed April 29 , 2016
Response dated October 28 , 2016
File No. 001-36885

Dear Mr. Wang :

We have reviewed your response  and have the following  additional  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 within ten business days by providing the requested
information, or by advising us when you will p rovide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these co mments, we may
have additional comments.

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

Critical Accounting Policies, page73
Allowance for accounts receivable, page 74

1. We note your response to comment 3 from our letter dated September 30,  2016. It is still
not apparent from your response what your typical customer payment terms are and how
you apply your policy for evaluating collectability based on an aging analysis to those
standard terms. In that regard, while we understand you have off ered longer payment
terms to certain large retailers and wholesale chains who require such payment terms
over six months, it is not apparent how much of the outstanding receivable balance as of
December 31, 2015, relate to those larger customers who requir ed extended payment
terms. As such, please expand your response to tell us:

Mr. Wang
Tantech Holdings Ltd
November 3 , 2016
Page 2

  What your typical standard payment terms offered to customers are;
 What percentage of outstanding receivables as of December 31, 2015, relate to the
larger customers who require extended payment terms;
 Whether you have a history of offering such extended terms and how that may
have impacted your revenue recognition polic y. Specifically tell us how such
terms may have impacted the determination that the price you offer your
customers is considered fixed and determinable.  In this regard,  clarify if you have
a history of collecting the original amount invoiced from your cust omers that have
these extended  payment  terms  without provi ding any refunds or concessions; and
 What consideration was given as to whether your allowance for doubtful accounts
balance of $1.2 million was considered adequate as of December 31, 2015, given
that as of September 30, 2016, your accounts receivable balance continued to
include approximately $4.8 million of outstanding receivables that were greater
than four months old as of December 31, 2015.

Finally, as previously requested please also expan d your disclosures to provide an
analysis of your day’s sales outstanding for each balance sheet date presented.

Item 15. Controls and Procedures, page 100

2. We note your response to our comment 5 from our letter dated September 30, 2016 and
the subsequen t amendment filed to your Form 20 -F for the period ended December 31,
2015. It is not apparent to us how you were able to conclude that your disclosure controls
and procedures and internal controls over financial reporting are considered effective as
of De cember 31, 2015. We note that based on your disclosures on page 24, you were still
in the process of designing and implementing your internal controls over financial
reporting as of the period covered by this report. As such, please revise your conclusion
on the effectiveness of both or advise.

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  me at (202) 551 -3355,  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ed Kelly  at (202) 551-3728, or in his absence,
Pamela Long, at (202) 551 -3765 , with any other questions.

Sincerely,

 /s/ Terence O ’Brien

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

CORRESP
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filename1.htm

TanTech
Holdings Ltd.

F11, T3, Herui Technology Center,

No. 475 Chang He Road, Bingjiang District,

Hangzhou 310052, China

+ 86 (571) 8755 5802

October 28, 2016

VIA E-MAIL

Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.,

Washington, D.C. 20549

 RE: Tantech Holding Ltd.

Form
20-F for the Fiscal Year Ended

December
31, 2015

Filed
April 29, 2016

File
No. 001-36885

Dear Mr. Terence:

On behalf of Tantech
Holdings Ltd. (“Tantech”, the “Company”, “we”, “us”, or “our”), we
hereby submit this response in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s email, dated September 30, 2016, with respect to our annual report
on Form 20-F filed with the Commission on April 29, 2016, file no. 001-36885 (the “Annual Report”). Concurrently with
the submission of this response letter, we are filing, through EDGAR, Amendment No. 1 to the Form 20-F (“Amendment No. 1”
or the “Annual Report”).

We understand and agree that:

 Ÿ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 Ÿ 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

 Ÿ 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.

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 decreased 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 operations. 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 sufficient 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.

 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:

 l Quantify the dollar amount of the decrease in sales of bamboo vinegar due to weak demand.

 l Quantify the dollar impact to sales from the changes in units and average selling prices of air purification products and deodorizer
products.

    1

 l Quantify the amount of the decreases in expenses for promotion, export and shipping and handling, which are described as the
key factors in the change 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.

Response:

We acknowledge
the Staff’s comments above and have revised our disclosure on pages 64-65 of Amendment No. 1 accordingly. For your reference,
it reads as follows:

In our
consumer product segment, the revenue decreased to approximately $43.2 million in 2015 from approximately $53.1million in 2014.
The decrease was primarily attributable to the decreased sales of barbecue charcoal designed for domestic market and lower sales
of deodorizer and bamboo vinegar in 2015. In particular, the revenue from barbecue charcoal for domestic market decreased by approximately
$4.9 million in 2015 compared to 2014. The decrease was primarily attributable to the temporary disruption in supply of barbecue
charcoal in the last two months of 2015. The environmental policies in certain localities has been tightened in Daxinganling Region.
Charcoal kilns are gradually shutting down by the government. From 2016, we are no longer able to purchase from our second largest
supplier Tahe Xinzhongda Carbon Co. The loss of one of the main suppliers could force us to look for alternative suppliers at higher
costs and thus increase our production costs in the coming years. In 2015, the overall household products sector experienced general
slowdown due to weak economy condition in China. Given the nature of our Charcoal Doctor line of products, people are increasingly
buying these household products online with unknown brands in order to save money. Therefore, orders from our major customers,
which are third party distributors and retail stores, have decreased considerably. We are expecting lower sale volumes from our
major customers in the coming years until the economic conditionsimprove. In particular, the revenue from bamboo vinegar products
decreased by approximately $2.8 million in 2015 compared to 2014.We sold approximately 0.6 million items of bamboo vinegar products
in 2015 compared to approximately 1.6 million items sold in 2014. The revenue from deodorizer products decreased by $1.5 million
in 2015 compared to 2014.We sold approximately 4.4 million pieces of air purification products and 7.7 million pieces of deodorizer
products in 2015 compared to approximately 4.9 million pieces and 7.9 million pieces sold in 2014. The average selling price of
air purification products increased by 11.9% while the average selling price of deodorizer decreased by 6.7% due to the change
in product mix.

Selling
expenses. Selling expenses decreased by approximately $222,000 to approximately $859,000 in 2015 compared to approximately $1.1
million in 2014. As a percentage of sales, our selling expenses decreased to 1.5% of revenues in 2015, as compared to 1.7% of revenues
in 2014. The decrease in selling expenses was primarily attributable to the decreased promotion expenses, decreased expenses related
to export and lower shipping and handling expenses in 2015. Due to the slowdown of our bamboo-based household products, the company
has removed our product billboards in several locations in Zhejiang Province. In addition, due to the decreasing sale and direct
export volume of our products, in 2015, promotion expenses, export expenses as well as shipping and handling expenses have decreased
by approximately 72%, 49%, and 33%, respectively, as compared to 2014.

Critical Accounting Policies, page 73

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 December 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 the amount that has been subsequently collected.

Response:

We acknowledge
the Staff’s comment and the revised disclosure on page 74 of Amendment No.1 reads as follows:

Although we typically do not grant special payment terms to many of our customers, some of our customers, who are large retailors
and wholesale chains, tend to require longer payment terms that are over six months but unlikely to default. As of December 31,
2015, only approximately 2% of our outstanding receivable amounts were over one year. Our most recent review of collection information
indicated that $27.7 million has been collected by September 30, 2016, which represented 66% of the accounts receivable balance
as of December 31, 2015. The instances of slow payments and long-aging receivables may have negative impact on our short-term operating
cash flow but we have not experienced any significant defaults on those long-aging receivable. We periodically review our accounts
receivable and allowance level in order to ensure our methodology used to determine allowances is reasonable and accrued additional
allowances if necessary.

    2

The aging
of the Accounts Receivable balance outstanding as of December 31, 2015 and subsequent collection as of 9/30/2016 are summarized
as following:

    Aging
    Balance as of 12/31/2015
    Subsequent Collection as of 9/30/2016
    Percentage of Collection

    <3 M
    $ 16,162,170
    $ 6,887,561
      42.62 %

    4-6M
    $ 14,839,366
    $ 12,663,084
      85.33 %

    7-12M
    $ 9,910,369
    $ 8,100,375
      81.74 %

    >12M
    $ 797,330
    $ 10,458
      1.31 %

    Total
    $ 41,709,235
    $ 27,661,478
      66.32 %

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

Response:

We acknowledge the Staff’s
comment and the revised disclosure on pages 75 of Amendment No.1 reads as follows:

We monitor our advances to suppliers
account and the allowance level periodically in order to ensure our methodology used to determine the related allowance is reasonable.
Our most recent review of utilization information of our advances to suppliers account indicated that approximately $13.4 million
(or 84%) of the advance balances as of December 31, 2015 have been subsequently credited through the receipt of raw materials as
of September 30, 2016. Based on the result of the review; we believe that our allowance for advances to suppliers as of December
31, 2015 is reasonable.

The aging of the balance outstanding
as of December 31, 2015 and subsequent utilization as of 9/30/2016 is provided as following:

    Aging
    Balance as of 12/31/2015
    Subsequent Utilization as of 9/30/2016
    Percentage of Utilization

    <3 M
    $ 10,205,334
    $ 9,888,809
      96.90 %

    4-6M
    $ 5,369,974
    $ 3,495,812
      65.10 %

    7-12M
    $ 43,600
    $ 15,410
      35.34 %

    >12M
    $ 285,115
    $ 0
      0.00 %

    Total
    $ 15,904,023
    $ 13,400,031
      84.26 %

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 public 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 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.

    3

Response:

We acknowledge the Staff’s
comment and the revised disclosure for Item 15 on page 100 of Amendment No.1 reads in its entirety as follows:

 (a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with
the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures are
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded
that our disclosure controls and procedures as of the end of the period covered by this report are effective.

 (b) Management’s annual report on internal control over financial reporting.

Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. The Company’s internal control over financial reporting is a process that is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures
that:

 l Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company;

 l Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 l Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework established in the Internal
Control Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) as
of December 31, 2015. Based on such evaluation, our management, including the CEO and CFO, has concluded that the Company’s
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act of 1934) was effective
as of December 31, 2015.

 (c) Attestation report of the registered public accounting firm.

Not applicable.

 (d) Changes in internal control over financial reporting.

During the year ended

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

CORRESP
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March 17, 2015

By EDGAR

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

Registration
Statement on Form F-1

File No.: 333-198788

Dear Ms. Long:

Pursuant to Rule 461 under the Securities Act of 1933, the undersigned,
as placement agent of the proposed issuer, hereby joins the request of Tantench Holdings Ltd. that the effective date of the above-referenced
Registration Statement on Form F-1 be declared effective at 5:30 p.m. (Eastern Standard Time) on Wednesday, March 18, 2015, or
as soon as practicable thereafter.

    Sincerely,

    ViewTrade Securities, Inc.

    By:
    /s/ Doug K. Aguililla

    Name:
    Doug K. Aguililla

    Title:
    Director, Investment Banking

Members
FINRA & SIPC

7280
West Palmetto Park Road, #105, Boca Raton, FL 33433phone (561) 630-0306 * fax (561)338-6206

Boca
Raton* Jersey City, NJ * Eureka Springs, AK

CORRESP
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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

March
17, 2015

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Tantech Holdings Ltd

    Registration Statement on Form F-1

    File No.:  333-198788

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 5:30 PM on March
18, 2015, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

 • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission 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 accuracy of the disclosure in the filing; and

 • 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.

    Sincerely,

    Tantech Holdings, Ltd.

    By: /s/ Zhengyu Wang

    Zhengyu Wang

    Chief Executive Officer

March 13, 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. 7  to Registration Statement on Form F -1
Filed March 4 , 2015
  File No. 333 -198788

Dear Mr. Liang :

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

Financial Statements, page F -1

1. Please update your financial statements and corresponding financial information included
throughout the filing to comply with Item 8.A.4 of the Form 20 -F.  Refer to Instruction 2
of Item 8.A.4 of the Form 20 -F.  Alternatively, please submit a formal waiver  request to
the Division of Corporation Finance’s Office of Chief Accountant.   Additional
information can be found on our website:  http://www.sec.gov/corpfin/Article/contact -
us.html .

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 matters.  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.

CORRESP
1
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

February 11, 2015

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

    Amendment No. 5 to Registration Statement on Form F-1

    Filed:  February 6, 2015

    File No.:  333-198788

Dear Ms. Long:

On behalf of Tantech Holdings Ltd (the “Registrant”)
and in response to the Staff’s oral comments provided on February 10, 2015, we are writing to supply additional information
and to indicate the changes that have been made in the enclosed Sixth Amendment to Registration Statement on Form F-1 (the “Sixth
Amendment”). Capitalized terms used herein shall have the meanings ascribed to them in the Sixth Amendment unless otherwise
defined herein. We have also enclosed two redlined copies of the Sixth Amendment compared against the Fifth Amendment to the Registration
Statement for your review.

Executive Compensation, Summary Compensation Table,
page 114

 1. Please revise the Summary Compensation Table to correct the titles of the members of management for whom compensation is disclosed.

We have revised the Sixth Amendment as requested to provide
the corrected titles.

 2. Please clarify the compensation of Mr. Zaihua Chen as the information provided does not appear to reflect the terms of his
employment agreement as disclosed on page 115.

We have revised the Sixth Amendment as requested to clarify
the components of Mr. Chen’s compensation. We have corrected the Summary Compensation Table to reflect a bonus to Mr. Chen
in 2014. In addition, we have added a revised footnote 5 to the Summary Compensation Table, which reconciles his compensation to
the terms of his employment agreement and reads as follows:

From January 1, 2013 through June 30, 2013, Mr. Chen had
an employment agreement at a contemplated annual salary of approximately $80,669. For the first half of 2013, he earned 90% of
the prorated portion of this contract in agreement with the company ($36,301). The remaining 10% was paid in 2014. Beginning July
1, 2013, Mr. Chen’s employment agreement was amended, and he was entitled to approximately $24,200 per year annual salary,
plus profit sharing associated with EDLC products, as described below. Mr. Chen did not receive a bonus in 2013, as our EDLC business
was not profitable that year.

In 2014, Mr. Chen’s base salary was increased by 5%
to approximately $25,639, and he received the amount not paid in 2013 (approximately $4,070, due to different currency exchange
rates). In addition, the EDLC business was successful, resulting in a bonus payment of approximately $6,105 to Mr. Chen.

Thank you in advance for your assistance in reviewing this response
and the  Sixth Amendment.

Should you have any questions with respect to the above responses,
please contact me.

    Sincerely,

    /s/ Ningfang Liang

    Ningfang Liang

CORRESP
1
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

February 5, 2015

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

Amendment No. 4 to Registration Statement
on Form F-1

Filed: January 21, 2015

File No.: 333-198788

Dear Ms. Long:

On behalf of Tantech Holdings Ltd (the “Registrant”)
and in response to the comments set forth in your letter dated February 4, 2015, we are writing to supply additional information
and to indicate the changes that have been made in the enclosed Fifth Amendment to Registration Statement on Form F-1 (the “Fifth
Amendment”). Capitalized terms used herein shall have the meanings ascribed to them in the Fifth Amendment unless otherwise
defined herein. We have also enclosed two redlined copies of the Fifth Amendment compared against the Fourth Amendment to the Registration
Statement for your review.

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 business.

We
have revised the Fifth Amendment as requested to address the effect of the return of the $2.3 million on our capital expenditures
in 2014, as well as the $1 million that has not yet been returned. The new disclosure may be found on page 65 and reads as follows:

We
had capital expenditures of approximately $9,000 and $37,000 for the six months ended June 30, 2014 and 2013, respectively for
the addition and renovation of our workshops and office buildings; purchasing of equipment in connection with our business activities.
As of June 30, 2014, we had advance payment balance of approximately $3.3 million for the purchase of equipment related to the
production of EDLC carbon. We expected to complete the installation of this equipment before the end of 2014; however, this equipment
failed to pass our multiple tests and we cancelled the purchase in early December. Part of the advance payment of approximately
$2.3 million has been returned to us as of the filing date. As a result, our total capital expenditure decreased to approximately
$25,000 in 2014 from approximately $1.2 million in 2013. There was no other change in our capital expenditure in 2014 related
to the cancellation of the purchase and the return of our advance payment.

    Pamela A. Long, Assistant Director
February 5, 2015
Page 2

We are still negotiating with the manufacturer for different
options, including the return of the remaining balances of approximately $1.0 million. Based on recent development, the remaining
balances will be returned to us in the second quarter of 2015 if we choose not to resume the contract with the manufacturer. We
are also looking for other producers to supply us the same equipment.

The equipment was originally planned to be used to increase our production capacity and efficiency when production volume
reaches a certain level. We believe that the cancellation of this equipment will not impede our present operations
as we can also achieve the present operation goal by changing our production schedule and improving current production process.
However, the cancellation will limit our ability to meet capacity at a certain increased level in the future. Over the longer
term, we will still need to purchase and install similar equipment to ensure a sustainable production level, especially when
demand for our EDLC carbon increases to the extent that we are unable to further increase production with our current equipment.

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.

We have revised the Fifth Amendment to disclose executive compensation
for 2014 and 2013. The revised disclosure is on page 112.

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.

We have revised the Fifth Amendment to clarify that such commissions
and profit “would be deemed to be” underwriting discounts or commissions under the Securities Act.

 4. Please file an executed copy of your placement agreement with your next amendment. Please also file an updated copy of your
employment agreement with Chen Zaihua.

We have filed an executed copy of the placement agreement as
Exhibit 10.1 and an updated translation of Mr. Chen’s employment agreement as Exhibit 10.3. Please note that Exhibit 10.1
retains a few blanks related to the effectiveness of the registration statement, which will be filled in with both parties’
consent when such information is known to the parties.

Thank you in advance for your assistance in reviewing this response
and the Third Amendment.

Should you have any questions with respect to the above responses,
please contact me.

Sincerely,

/s/ Ningfang Liang

Ningfang Liang

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.

November 17 , 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.
Amendment No. 2 to Registration Statement on Form F -1
Filed November 3, 2014
  File No. 333 -198788

Dear Mr. Liang :

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

General

1. We note your response to comment 104 of our letter dated October 25, 2013.   It does not
appear that you have revised your recent amendment to address this comment as your
response indicates.   Specifically, it does not appear that you revised your financial
statements and disclosures throughout the filing to give retroactive  effect to the expected
stock split.   Doing this in the next amendment will save us substantial review time in
future amendments.   If your auditors believe that only a “draft” report can be presented,
due to a pending future event such as the stock split, they can include in the filing a
signed and dated preface to their “draft” report stating the reason for the “draft” report
and that they expect to be in a position to issue the report in the form presented prior to
effectiveness.   A signed, dated, and unr estricted auditor’s report must be included in the
filing prior to effectiveness.   See Rule 2 -02 of Regulation S -X.

Risk Factors, page 12

We have guaranteed the bank loan of a related party; if this related party fails to pay the … page
26

2. Please expand your discussion here to provide more detail regarding Forasen Groups’s
ability to repay the loans that you have guaranteed.    Please also clarify, here or
elsewhere as appropriate, whether you intend to guarantee liabilities of related parti es in
the future.

Ningfang Liang
Tantech  Holdings Ltd.
November 17 , 2014
Page 2

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

Investing Activities, page 55

3. You state here that you provided a loan of $2.6 million to a related party in the six
months ended June 30, 20 14.  As Note 12 to the unaudited financial statements makes
apparent, this related party was Forasen Group.  However, on page 110 you state both
that Forasen Group did not owe you anything on December 31, 2013 and that the largest
outstanding amount it owe d you during the six months to June 30, 2014 was $3.4 million.
It appears that you loaned Forasen Group $3.4 million in this period, rather than $2.6
million.  Please reconcile your disclosure here and in your discussion of related party
transactions.

Recent Capital Expenditures and Divestitures, page 98

4. Refer to the table of expenditures through September 30, 2014.  The amount spent on
electronic equipment has dropped since your last filing.  This table presents all
expenditures on these categories since  December 31, 2013, and thus it is unclear how the
amount spent could have dropped.  Please advise.

Alternate Page - Prospectus Cover Page

5. You have added text to the effect that Newbridge will be your placement agent in
connection with this offering.  The se alternate pages refer to the sale of securities by the
selling shareholder rather than you.  It is unclear why you are referring to Newbridge
acting as a placement agent for you, rather than the selling shareholder, as well as why
you are referring to p aying Newbridge 1.25% of the gross proceeds received by you from
the sale of shares.  Please revise.

Alternate Page - Selling Shareholders

6. Please include the percentage of shares owned by the selling shareholder after the
offering including the shares bei ng sold in the primary firm commitment offering.  We
note the disclosure on page 8.

Alternate Page - Plan of Distribution

7. You refer here to securities to be offered and issued by you rather than sold the selling
shareholder.  Please revise to discuss the  plan of distrib ution for shares sold by the selling
shareholder .  Please also clarify what is meant by the language “Newbridge Securities
Corporation is not purchasing or selling any shares. Therefore, our selling securities
holders will enter into a purc hase agreement directly with investors in connection with
this offering.”   This appears to conflict with your statement on the alternate cover page

Ningfang Liang
Tantech  Holdings Ltd.
November 17 , 2014
Page 3

 that the offering by your selling shareholders is firmly underwritten by Newbridge.
Please revise.

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 matters.  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.

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.

CORRESP
1
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 17, 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

CORRESP
1
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

September 8, 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.
Amendment No. 3  to Draft Registration Statement on Form F -1
Submitted August 25 , 201 4
  CIK No. 0001588084

Dear Mr. Liang :

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

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.

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 o r 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.

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.

Ningfang Liang
Tantech Holdings Ltd.
September 8, 2014
Page 2

 Capitalization, page 36

4. Your offering net proceeds amounts throughout the filing appear to be different.  For
exampl e, 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.

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 Jul y 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.

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.

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.

Underwriting, page 121

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

Ningfang Liang
Tantech Holdings Ltd.
September 8, 2014
Page 3

 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 custom er.

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;

 In regards to the receivables recorded related to these bankers acceptance notes,
please disclose the amount of receivables recorded as of the end of each period
related to these notes and correspondingly the line item they are reflected in on your
balance  sheet.

 Please help us understand why the borrowings and repayments from bankers
acceptance notes payable are the same amounts on your statement of cash flows in
2013 as it appears based on disclosures on page F -16 that some of the amounts repaid
in 201 3 were related to notes payable as of December 31, 2012; and

 Please provide a rollforward of your bankers acceptance balances from December 31,
2011 to December 31, 2013 which agrees to the cash received and paid in the cash
flow statement.

Note 14.  R elated Party Transactions, page F -18

11. We note your response to comment 21 of our letter dated July 25, 2014.  In September
2013, Mr. Wang, who along with his wife appears to own 100% of your common stock,
decided to ask USCNHK, your subsidiary, to repay $ 6.1 million in order to settle the
outstanding balances between you and Forasen Group, which appears to also be
controlled by Mr. Wang and his wife.  It is unclear why the repayment of amounts due to
Forasen Group by your subsidiary resulted in a reduction  to your additional paid in

Ningfang Liang
Tantech Holdings Ltd.
September 8, 2014
Page 4

 capital of $6.1 million.  Please tell us your basis in GAAP for recognizing this settlement
by a subsidiary as a reduction to additional paid in capital.

Alternate Pages - Outside Front Cover Page of the Prospectus

12. Please dis close the fixed price at which the selling shareholder will sell prior to a market
developing in the securities.

13. You state here and in your “Plan of Distribution” that the selling shareholder “may sell its
shares from time to time at the market price” in  the market or in privately negotiated
transactions.  We note that you have not checked the box on the cover of the registration
statement indicating that securities are being registered that are to be offered pursuant to
Rule 415, nor included the underta kings in Item 512(a) of Regulation S -K.  Please revise.

Alternate Pages - Inside Front Cover Page of the Prospectus

14. You refer here to “the underwriter.”  As this resale offering so not underwritten, please
remove these references.

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 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

 for Pamela Long
Assistant Director

CC: Anthony W. Basch, Esq. ( via e -mail)
 Kaufman & Canoles, P.C.

July 25, 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.
Amendment No. 2  to Draft Registration Statement on Form F -1
Submitted June 30 , 201 4
  CIK No. 0001588084

Dear Mr. Liang :

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

General

1. We note your response to comment 4 of our letter dated March 31, 2014. The Bamboo
Beauty logo still appears on your corporate home page.  Please advise.

Prospectus Summary, page 1

Our Challenges and Risks, page 6

2. We note your response to comment 5 of our letter dated March 31, 2014.  Please revise
your disclosure here and under Use of Proceeds to clarify that you intend to make capital
contributions to your subsidiaries within 30 days of your application to increas e the
registered capital of Bamboo Tech being granted as well as the portion of the proceeds
this will constitute.

3. We note your disclosure here and under Use of Proceeds that you anticipate using a
“substantial portion” of the proceeds of this offering to increase the registered capital of
Bamboo Tech.  Please disclose what the remainder of the proceeds will be applied
towards, as your disclosure here does not discuss any use of proceeds not dependent upon
increasing the registered capital of Bamboo Tech .

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 2

Risks Related to Our Business and Industry, page 12

A weakening of the Chinese economy (and in particular consumer spending) could … page 12

4. The last sentence under this subcaption implies that this may not be a material risk.
Please revise or de lete this risk factor accordingly.

Risks Related to Doing Business in China, page 19

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” … Page
20

5. We note your statement here that THL and USCNHK are controlled by individ uals,
rather than by an enterprise.  The equity of both of these companies is entirely held by
other entities, rather than individuals.  You state in your supplemental analysis that each
of USCNHK and THL are controlled by Zhang Yefang, but do not explain the rationale
for this statement.  We understand that Ms. Zhang holds all of the equity of Tanbsok
Group Ltd.  We further note that THL has at least three PRC directors, and Ms. Zhang
appears to be the only non -PRC director of that company.  Please advise.

Capitalization, page 36

6. We reissue comment 27 of our letter dated March 31, 2014.  Your capitalization must be
presented as of a date within 60 days of the date of this prospectus.  April 30, 2014 is 61
days before June 30, 2014.  Please revise.

7. We note your response to comment 28 of our letter dated March 31, 2014. Please provide
us with the calculations to demonstrate how you end up with the same number of shares
if you did a 256 -for-1 share split compared to your current proposed transaction in wh ich
you would do a 1000 -for-1 share split and then a simultaneous repurchase of 744shares.
In addition, it is unclear why you are calling this transaction a 256 -for-1 share split as you
note that there would be differences in the par value if you did a 256 -for-1 share split
compared to the current proposed transaction. It appears in essence that you are doing a
1000 -for-1 share split which will result in 50,000,000 million shares with a par value of
$0.001 and then you will be repurchasing 37,200,000 millio n shares with a par value of
$0.001. Please further advise and clarify your disclosures accordingly. You should also
clearly disclose the business purpose for structuring the transaction in this form.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 3

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

Competition in Consumer Product and Energy Segment, page 40

8. Please revise to make apparent that not all of the competitors that your Charcoal Doctor
brand competes with have exclusively bamboo charcoal based p roduct suites.  Please
refer to comment 33 of our letter March 31, 2014, asking for a thorough description of
your non -bamboo based competition.

Results of Operations, page 44

9. We note your response to comment 36 of our letter dated March 31, 2014. Pleas e tell us
the amounts of gross accounts receivable and advances to suppliers balances as of
December 31, 2013 which have been subsequently collected or utilized as it relates to
advances to suppliers.

Trading Segment, page 49

10. Please clarify why your Trad ing Segment’s interest expenses increased in 2013.

Energy Segment, page 49

11. Please tell us what consideration you have given to filing any agreement with the Harbin
Institute of Technology as an exhibit.

Liquidity and Capital Resources, page 50

12. Where appropriate, please revise to disclose the information supplementally supplied to
us in response to comment 45 of our letter dated March 31, 2014.

Statutory Reserves, page 54

13. We note your response to comment 19 of our letter dated March 31, 2014.  Your revised
disclosure remains unclear.  Moreover, the disclosure in the first sentence of the second
paragraph under this heading differs from the disclosure indicated in your supplemental
response, which does not include the language “and the covenants or financial restrictions
related to outstanding debt obligations.”  We reissue comment 19 of our letter dated
March 31, 2014.  Please also reconcile your disclosure here with the disclosure on page
88 that all of your fixed assets are encumbered.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 4

 Prod uctive Capacity, page 88

14. Please clarify which units the liquid capacity you refer to in footnote (3) to the table on
page 90 is measured in.

Related Party Transactions, page 100

15. We note your disclosure on page 103 that in 2013, you “made purchase [ sic] of
$4,430,170 through Forasen Group.  Please revise to describe the terms of the
transactions that you are referring to here.  Please refer to Item 7.B of Form 20 -F.

Principal Shareholders, page 104

16. We note your response to comment 58 of our letter dated  March 31, 2014. Please help us
better understand the business purpose for these transactions including the following:

 Explain why individual shareholders of Bamboo Tech were asked to waive all rights
to purchase or receive shares of Tantech, Bamboo Te ch or any related or subsidiary
company when they no longer hold shares in Bamboo Tech and why they agreed to
waive these rights;

 Tell us if the Bamboo Tech shares sold by this shareholders are still outstanding and
if so, do the new shareholders of these  shares have rights to purchase a proportionate
number of shares of the company upon the IPO;

 Explain why certain Bamboo Tech shareholders who remain shareholders were
unaffected to the extent they have a continuing interest in Bamboo Tech. In this
regard , do these shareholders still have the opportunity to purchase for cash shares of
the company equal to their proportionate ownership of Bamboo Tech. To the extent
the remaining shareholders do still have these purchase rights, tell us and disclose the
total number of shares and the anticipated share price;

 Tell us why compensation was personally paid by Ms. Yefang Zhang to waive these
rights. Please also address what consideration was given to SAB Topic 5:T in regards
to the payments made by Ms. Yefang Zha ng.

Lock -Up Agreements, page 115

17. We reissue comment 60 of our letter dated March 31, 2014, and comment 95 of our letter
dated October 25, 2013.  While you continue to state that you have revised your
disclosure to clarify that your lock -ups will not be released, your disclosure continues to
indicate that the lock -up may be released for certain exceptions or limitations.  Please
revise.

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 5

 Financial Statements

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Re cognition, page F -9

18. We note your response to comment 65 of our letter dated March 31, 2014. You
previously indicated that you recognized revenue when goods leave your warehouses or
production facilities. Your current disclosures now indicate that you reco rd revenues for
certain goods when they leave your warehouses or production facilities whereas for other
goods you record revenue when products are delivered and accepted by the customer.
Please tell us whether or not this was a change in your revenue reco gnition policy. Also
for the sale arrangements that do not transfer title and/or risk of loss until the product is
received, quantify the amount of sales recognized under this method and tell us how you
ensure proper sales cutoff.

19. We note your response to  comment 67 of our letter dated March 31, 2014. Please disclose
the amounts of “other revenue” recorded each period presented. Please also disclose the
specific state the nature of this revenue and which line item includes these revenue
amounts. If this is  recorded in your revenues line items, please help us understand why
given you indicate that this has no correlation with your normal business.

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

20. We note your response to comment 66 of our letter dated M arch 31, 2014. Please help us
better understand the terms of discounting notes and how this impacts your financial
statements. Please ensure that you explanation also addresses the following:

 For each period presented, quantify how much of the proceeds fr om bankers
acceptance notes are sent directly to vendors for payment of goods and how much are
received at a discount by the company to fund working capital needs;

 Tell us whether the proceeds received are then used for investment purposes in the
form of notes receivables to third parties or if most of the discounted notes are
directly from the banks. You reference notes receivables on page F -16 so please
clarify the nature of these receivables and where you have them recorded on your
balance sheet;

 Provi de us example journal entries for the transactions where the bankers acceptance
notes are used to pay vendors for goods and for the transactions where the proceeds
were discounted for working capital needs. To the extent any of the discounted

Ningfang Liang
Tantech  Holdings Ltd.
July 25, 2014
Page 6

 bankers accep tance notes were used for investment purposes where the notes were
sold to third parties, please provide those journal entries; and

 Please clarify whether the discount rate that you refer to in your response actually
refers to an interest rate.

Note 14. Related Party Transactions, page F -18

21. We note your response to comment 69 of our letter dated March 31, 2014. Due from
related parties represented approximately 25% of your total assets at December 31, 2012.
In this regard, we continue to believe that you  should disclose the terms of any material
settlements with related parties with a discussion of the nature of the settlement and any
corresponding accounting impact. Ensure your response specifically addresses how the
settlement resulted in a $6.1 million  decrease in additional paid in capital and how the
remaining $9.6 million of balances due from related parties were settled and presented in
your financial statements (i.e. cash flow statement). It appears that the negotiations
between USCNHK, Mr. Wang an d Forasen also resulted in some offsetting of balances
due to related parties. Please tell us specifically how these parties are related to LiShui
JiuAnJu Commercial Trade and how the balance at December 31, 2012 of $7.2 million
was appropriately included in the settlement.

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 matters.  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.

March 31, 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.
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted March  4, 201 4
  CIK No. 0001588084

Dear Mr. Liang :

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.

General

1. In future correspondence accompanying amendments to your prospectus, please indicate
precisely where the prospectus has been revised to comply with our comments.

2. We re -issue comment three of our letter dated October 25, 2013.  Please file all material
contracts called for by Item 601(b)(10) of Regulation S -K and furnish the substantive
description of such contracts required by Item 10.C of Form 20 -F.  We note that all of
your fixed assets and real property are encumbered, but no security agreements or debt
agreemen ts have been filed.

3. Please refer to comment six of our letter dated October 25, 2013.  You have provided
supporting documentation for statistical and q ualitative disclosure made in  your initial
submission, rather than the most recent amendment.  We note that you have not
submitted support for the majority of the statements you have made.  For example, not
support has been provided for your statements reg arding: growing preferences for
bamboo based products; the strength of your brand names; the size of the bamboo
charcoal market; and the approximate value of Chinese bamboo charcoal sales in the first
half of 2013 and associated profits for market actors.  These are merely examples.  Please
submit supporting documentation for all of the statistical and qualitative disclosure made
in your most recent amendment that correlates to the most recent version of your
registration statement.  Please also ensure that  the source of the supporting
documentation is evident, that all the supporting documents are legible, and that the

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 2

 information in the supporting documents that relates to your assertions is clearly marked.
Please also only attach those pages of your most  recent amendment that the supporting
documents pertain to, rather than a complete copy of your most recent amendment.

4. We note that you have removed all references to Bamboo Beauty from your prospectus.
Please advise whether this brand and the associated  bamboo vinegar products have been
discontinued.  We note that references to Bamboo Beauty ( 竹美人) are made on your
corporate website at http://www.tantech.cn/brand.html , and that you continue to offer
bamboo vinegar products.

Prospectus Summary, page 1

5. Please expand your Summary section to include a discussion of the timeframe and costs
entailed in remitting funds to China after they have been received in this offering.  Please
also disclose here and under U se of Proceeds which of the remittance methods described
you anticipate using, rather than merely which you prefer.  See comment 46 of our letter
dated October 25, 2013.

6. We re -issue comment 11 of our letter dated October 25, 2013.  Please thoroughly edit
your Prospectus Summary and Business sections to ensure that irrelevant information is
removed and that industry statistics and other figures presented are current.  As examples,
it is not appropriate to include five -year-old information on industries that  you are not
active in or nine -month -old information on Chinese GDP growth rates.  In addition,
please ensure that you provide concrete examples of the various assertions you make,
such as, for example, that China is promoting innovation in the bamboo indu stry, and
context for your reader to understand why government action to promote innovation in an
industry that you are not active in is relevant to your company.  While editing, please
recall that the Summary is meant to provide a succinct description of the important details
of your business and the offering.

Prospectus Conventions, page 1

7. Please ensure that you use defined terms consistently throughout your prospectus.  Here,
you refer to Zhejiang Tantech Bamboo Technology Co., Ltd., as “Bamboo Tech.”  Below
you refer to the same entity as “Tantech Bamboo” and “Bamboo.”

Overview, page 1

8. We re -issue comment 14 of our letter dated October 25, 2013.  You present five
categories of products that you offer on page two, and state on page four that you sell
three categories of products.  Please revise.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 3

 Industry and Market Background, page two

9. We note your statement that “[d]emand for … [y]our household charcoal products [is
primarily driven in line with] PRC domestic consumption of household products.”  P lease
reconcile this with your supplemental response to question 21 of our letter dated October
25, 2013, which states that “we believe our Charcoal Doctor product prices are not
expensive and we believe … minor economic fluctuations [will not] materially weaken
consumption of these products.”

Consumer Product Segment, page three

10. We re -issue comment 15 of our letter dated October 25, 2013.  Please make sure that any
statements you make regarding your competitive position are accompanied by disclosure
regarding the bases for those statements.  See Item 4.B.7 of Form 20 -F.  Under thi s
heading alone, for example, you state that “Charcoal Doctor is a well -known bamboo
charcoal -based household use product brand in China,” and “we expect revenue will
continue to grow in the coming years with … growing consumer preferences for bamboo
charc oal cleaning products over other traditional household cleaning products.”
Elsewhere, you state that your shisha charcoal is the most popular bamboo -charcoal
based product of its kind.  These are only examples.  Please revise your prospectus
thoroughly an d throughout, and please ensure that supplemental support for your
statements is provided to us where appli cable as called for by comment three  above.

11. We note your statement that an interruption in supply of one of your products caused
revenues to drop in  your consumer segment by $5.2 million.  Please disclose which
product this was, the duration of the interruption, and the likelihood of repetition of such
interruption.

Energy Section, page three

12. Please advise as to how your barbecue charcoal is “home -made” when it is produced on
fully automated factory lines.

Our Opportunity and Strategy, page five

13. We re -issue comment 17 of our letter dated October 25, 2013.  Please clarify the manner
in which the 12th Five-Year Plan has encouraged demand for both EDL C factories and
the use of bamboo -based carbon in EDLCs.  Please also provide support for your
statement that “the use of bamboo -based carbon in EDLCs will be crucial” in wind
power, solar electricity generation, and China’s automotive industry.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 4

 Competitive Strengths, page six

14. You list both “access to supplies” and “favorable location” as competitive strengths ,
which appear redundant .  Please advise.

Risks Related to Our Business and Industry, page 12

 A weakening of the Chinese economny (and in particular consumer spending) could hurt
demand for our products, page 12

15. It appears that your Charcoal Doctor products are not used for beautification and
decoration purposes, but for practical purposes, such as absorbing odors.  It is unclear
why you  refer to them as “household decorative items,” or by whom your products are
generally considered to be “household decorative items.”  It is also unclear what
perceived attractiveness bamboo charcoal may have relative to any other piece of
charcoal. Please  revise.

16. We re -issue comment 21 of our letter dated October 25, 2013.  Please disclose the effect
of a weakening of the Chinese economy on products other than your Charcoal Doctor
products and EDLC carbon, including your Bamboo Beauty line and your dome stically
oriented barbecue charcoal.

Increases in bamboo costs may negatively affect our operating results, page 13

17. We note your response to comment 22 of our letter dated October 25, 2013, in which we
asked whether you purchase both raw bamboo and bamboo charcoal as raw materials.
You stated that you “purchase bamboo charcoal as [y]our primary raw material.”  We
thus gather that you do not purchase bamboo as a raw material.  We re -issue comment 22
of our letter dated October 25, 2013.  Please revis e your prospectus throughout to clarify
that you do not receive bamboo, but instead receive bamboo charcoal, from your
suppliers.  Please also revise the title of this risk factor, or explicitly state how increases
in bamboo costs, rather than the costs of  bamboo charcoal, affect your business.

Outstanding bank loans may reduce our available funds, page 14

18. Please advise as to how you have defined liquid assets.  You state here that you had $38.5
million of liquid assets, exclusive of cash and restricted c ash, as of September 30, 2013.
The nature of these assets is not apparent from your balance sheet.

19. We note your statement on page 58 that you “did not have [covenants or financial
restrictions related to outstanding debt obligations] on your net assets a s of September 30,
2013 and December 31, 2012.”  This contradicts your statement here and elsewhere that
“the terms of [your] debt agreements impose significant operating and financial

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 5

 restrictions on [you,]” particularly in light of the durations of your various bank financing
arrangements and the encumbrances on your assets. Please advise.

Our limited operating history makes it difficult to evaluate our future prospects and results of
operations, page 15

20. We note your statement that you have a limited op erating history, and that you are an
early stage company.  Please reconcile this statement with your 12 years of operating
history and $42.3 million in revenues in the nine months to September 30, 2013.

We have not yet implemented advanced management tech niques, which may hamper our
efficiency and growth, page 18

21. We re -issue comment 30 of our letter dated October 25, 2013.  It is unclear what is meant
by your statement that you “have begun to industrialize [y]our production process.”
Please advise or rev ise to indicate what further industrialization of your production
process you intend to engage in.  We again note your comment on page 41 that your
production lines are fully automated.  We note that industrialization is not related to
digital logistic man agement.

Risks Related to Doing Business in China, page 20

Imposition of trade barriers and taxes may reduce our ability to do business internationally, and
the resulting loss of revenue could harm our profitability, page 20

22. We note that you indicate he re that your targeted emerging markets are South Korea,
Japan and Russia.  This appears to be in response to comment 31 of our letter dated
October 25, 2013, in which we asked for disclosure regarding which emerging markets
you were targeting.  We note tha t none of the countries you list here are emerging
markets.  Please advise.

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of
China.  Such classification will likely result in unfavorable tax consequences to us and ou r non -
PRC stockholders, page 20

23. We note your revisions under this heading.  We note that it appears that your company
clearly meets the criteria you have described for a PRC resident enterprise, that the
current regulations have been in effect since April  22, 2009, and that your company has
been held in its current structure since December 2010, and your discussion of Chinese
enterprise taxation on page 116.  It is unclear why there is ambiguity regarding whether
the Notice is applicable to your company.  We also note that you have not provided the
supplemental analysis of this issue that we requested in comment 36 of our letter dated
October 25, 2013.  We re -issue that comment.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 6

 Risks Related to Our Corporate Structure and Operation, page 26

24. We note your deletion of the risk factor pertaining to the fact that your employees,
officers and directors will control a majority of the shares after this offering.  Please
advise.

Our directors’ and executive officers’ other business activities may pos e conflicts of interest,
page 27

25. Please disclose in what capacity Mr. Wang devotes considerable time and effort to the
Forasen Group.  Ensure that your discussion considers the effect of the non -competition
compensation referred to in Mr. Wang’s employmen t agreement.

Use of Proceeds, page 33

26. Please disclose the maximum amount of loans that you may make to Bamboo Tech.

Capitalization, page 37

27. We re -issue comment 49 of our letter dated October 25, 2013.  Your capitalization must
be presented as of a date  within 60 days of the date of the prospectus.

28. Your disclosures indicate your capitalization table gives effect to the completion of a
256-for-1 share split that is structured as a 1000 -for-1 share split and simultaneous
repurchase of 744 shares.  Please clarify how you get from 50,000 pre split shares to
14,400,000 post split shares taking into consideration the above changes in capitalization.
Also, explain to us business purpose of structuring as a split with a simultaneous
repurchase of shares.

29. In your description of common shares on the left hand side of the table, please clearly
disclose for each column the number of shares authorized, issued, and outstanding as well
as the par value per share.  It should be clear which amounts relate to the actua l, pro
forma, and pro forma as adjusted columns and should be retroactively restated for your
share split.

30. Please better clarify how you arrived at the net proceeds amount of $6.2 million which is
reflected in the pro forma as adjusted column.  The cove r of the prospectus indicates that
$7.4 million represents the gross offering proceeds less the underwriting discount.  You
also disclose that you have $.6 million of other expenses.  It is not clear how this arrives
at the $6.2 million of net proceeds.

31. Please re -number the footnotes to this table.

Ningfang Liang
Tantech Holdings Ltd.
March 31, 2014
Page 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

32. Please provide the information on trends called for by Item 5.D of Form 20 -F.  Item 5.D
of Form 20 -F calls for d isclosure about trends that have been evident in the last fiscal
year and since then.  In addition, no information has been presented management’s basis
for the expectations described here regarding increased demand for your bamboo
charcoal products.

Competition in Consumer Product and Energy Segment, page 42

33. We note your reference to your barbecue charcoals facing competition from similar
products not based in bamboo.  Please revise here and elsewhere to provide a thorough
description of the non -bamb oo based competition that all of your products, not just your
Algold products, face.

Technology Development is Posing Challenge for us, page 42

34. Please revise this heading.  The disclosure under this heading does not relate to any
challenges your company faces in developing its technology.

Some of our Products are Sbuejct to Cyclical Sales, page 42

35. Please clarify which of your products are subject to cyclical sales.  Please also clarify
whether demand for your EDLC carbon does in fact experience fluctuat ion based on
economic conditions.

Results of Operations, page 43

36. We note your response to comments 58  and 107 of our letter date

October 25, 2013

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.
Draft Registration Statement on Form F -1
Submitted September 30, 2013
  CIK No. 0001588084

Dear Mr. Liang :

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 y our 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 f acts 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 stat ement,  we may have  additional
comments.

General

1. Please be advised that we will process this filing and any amendments without a price
range. Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.  Please understand that i ts
effect on disclosure throughout the document may cause us to raise issues on areas not
previously commented upon.

2. As indicated in the comment above, we note that you have omitted certain pricing -related
information as well as other information from th is filing.  If you intend to rely on Rule
430A, please note that Rule 430A does not allow for the omission prior to effectiveness
of amounts that may be computed based on the maximum number of shares offered and
the mid -point of the offering price range, o r the number of shares to be offered on the
cover.  In addition, please confirm that you will not circulate copies of the registration

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 2

 statement or the preliminary prospectus until you include an estimated price range,
maximum number of shares, dollar amou nts dependent upon the offering price that are
based on the mid -point of the offering price range, and all other information except
information you may exclude in reliance upon Rule 430A.

3. We encourage you to file all exhibits with your next amendment.  P lease understand that
we will need adequate time to review these materials before effectiveness.  In addition,
please file all material contracts (including supplier and customer agreements) called for
by Item 601(b)(10) of Regulation S -K, and furnish the substantive description of such
contracts required by Item 10.C of Form 20 -F.  In this regard we note that all of your
fixed assets your real property are encumbered.

4. Prior to the effectiveness of the registration statement, please arrange to have FINRA c all
us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

5. 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.   Similarly, please
supplementally provide us with any research reports ab out you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

6. Please supplementally provide supporting documentation for all of the statistical and
qualitative disclosure you make in your prospectus, particularly with regard to the
competitive environment of your companies.  Please mark the supporting documents to
show precisely the location of each piece of information on which you are relying for
these and similar statements in your prospectus.

7. Please update your financial information with interim financial statements.  As your
registration statement is dated mor e than nine months after the end of your last audited
fiscal year, you are required to provide interim financial statements.  Please see Item 8.A.
of Form 20 -F.

8. Please include the qualitative and quantitative information regarding market risk called
for b y Item 11 of Form 20 -F with your next amendment.  We note that you are exposed
to currency and commodity price risks.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 3

 Outside Front Cover Page of the Prospectus

9. Please include the names of the lead or managing underwriters in your amended
registratio n statement.  Note that we will defer further review of any amendment that
does not include the names of the lead underwriters.

10. Please disclose the time period during which the offer will be open.

Prospectus Summary, page one

11. Please thoroughly edit your Prospectus Summary and Business sections for relevance and
to provide a succinct summary of the offering and your business.  For example, we note
that on page two you provide information regarding the bamboo industry, providing
figures from 2009.  The  relevance of data from four years ago, pertaining to the size of
and ecological credentials of an industry in which you are not a participant but which
provides merely provides you with a raw material input, is unclear.  Please ensure that
appropriate con text is given to information that you do not remove which editing for
relevance, to ensure that the relevance of that information is apparent.  For example, you
state on page two that “China has promoted innovation in the bamboo industry,” but you
do not e laborate on how innovation has been promoted or the role such promotion plays
for your company.  Much of this disclosure appears more appropriate to the Business
section.

12. Please clearly describe your three segments.

13. Please briefly discuss the relevant ri sks associated with doing business in China,
including the risks related to being able to timely utilize the offering proceeds in your
business, among other things.

14. We note that at the top of page two you list five areas in which you provide charcoal
products.  On the top of page three, you state that you produce and sell three categories of
products.  Please advise.

15. We note your statements here and elsewhere that you are “a leading developer and
manufacturer of bamboo -based charcoal products.”  Please e nsure that the basis for any
statements you make regarding your competitive position are disclosed.  Please see Item
4.B.7. of Form 20 -F.  When you make statements regarding the manner in which your
brand or products are perceived, please ensure that it is  clear by whom these perceptions
are held.  For example, on page three, you state that “[b]ecause of the lifespan and fast
growth rate of bamboo, our products are considered environmentally friendly.”  Please
disclose by whom your products are considered e nvironmentally friendly.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 4

 Electric Double -Layer Capacitor (“EDLC”) Carbon, page four

16. Please note that Item 503 of Regulation S -K requires that the information included in
your summary section should be presented in plain English.  The information under this
heading is presented in a manner that is not easily accessible to investors, such as your
discussion of the higher level of static double -layer capacitance than faradaic
pseudocapacitance upon which EDLCs rely.

Our Opportunity and Strategy, page four

17. You state that China’s 12th Five -Year Plan “lays out a number of national energy
strategies that are likely to increase[] demand for EDLCs and the use of bamboo -based
carbon in EDLCs.”  We note that the 12th Five -Year Plan was approved in March of
2011, and is currently two -and-a-half year old.  Please advise as to the effect it has had on
EDLCs and the use of bamboo -based carbon in EDLCs.

Competitive Advantages, page five

18. You state that one of your advantages is “superior research and development.”  Pl ease
disclose as to which comparator your research and development is superior.

Our Challenges and Risks, page five

19. Please clarify the meaning of the final bullet point under this heading.  You state that
“[a]wareness  and applications of EDLC technology may not mature or become fully
commercialized,” implying that EDLC is an emerging technology; however, you state on
page 50 that Japan has lead the EDLC carbon industry for 30 years.

Corporate Information, page six

20. Please advise as to why the web address provided on page seven directs to the website of
the Forasen Group, which you represent as your affiliate, rather than your company.  We
note that the website of the Forasen Group prominently displays your brands.

Risk Factors, page 10

Risks Related to Our Business and Industry, page 10

A weakening of the Chinese economy (and in particular consumer spending) could hurt demand
for our Charcoal Doctor products, page 10

21. Please clarify the meaning of the first sentence under this heading, in which you state that
your Charcoal Doctor products are generally considered “household decorative items.”
Please also disclose the anticipated effect of the slowing economy or a drop in customer

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 5

 spending for household items on your other segments, as well as your Bamboo Beauty
brand.

Increases in bamboo costs may negatively affect our operating results, page 11

22. You refer on page 36 to the negative effects on revenue that you experienced when TaHe
Xingzhong Tatanye could not supply you with bamboo charcoal, and on page 34 refer to
your need for a stable supply of bamboo charcoal.  It appears that you are referring to the
same incident here, but state that the failure to deliver sufficient raw materials was a
failure to deliver bamboo .  Please clarify here, and elsewhere as necessary, whether you
purchase both raw bamboo and bamboo charcoal as raw materials, or purchase only one
or the other.

23. We note that you state here that you attempted to pass along increases in costs to your
custo mers to mitigate the risk of increases in bamboo costs.  Please disclose here, and in
your MD&A, the extent of your ability to do so, particularly in light of the fact you
compete based upon cost.

Outstanding bank loans may reduce our available funds, pag e 12

24. We note your discussion of the debt encumbering your land and property.  You note that
the security for your debt is greatly in excess of the debt itself; however, you do not
indicate the amount of cash or liquid assets available to pay the debt.  Pl ease revise, and
please ensure that you include a description of any material restrictions or covenants
imposed by your debt arrangements.

Our limited operating history makes it difficult to evaluate our future prospects and results of
operations, page 12

25. This risk factor appears to relate to a food production company.  Please note that Item
503(c) of Regulation S -K calls how the risks described affect your company or the
securities that you are offering.  Please revise.

The loss of any of our key customers could reduce our revenues and profitability, page 13

26. Please supplementally advise as to the Company’s current relationship with JiuAnJu, and
the current operations of that company.  We note your disclosure on page 76 to the effect
that you exten ded $403,516 in loans to that company after it was acquired by the brother
of your controlling shareholder and one of the minority shareholders in Bamboo Tech.  If
that company is still operating, please advise us as to what business it is engaged in.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 6

 We rely on third -party distributors for a substantial portion of our sales , which could affect our
ability to efficiently and profitably distribute and market our products, maintain our existing
markets and expand our business into other geographic markets,  page 14

27. Please explain how the factors discussed in this risk factor are outside of your control.

We buy our supplies from a relatively limited number of suppliers, page 14

28. Please explain your reference to “customers” in this risk factor.

We are subst antially dependent upon our senior management and key research and development
personnel, page 14

29. This risk factor appears generic. Please revise to explain your particular vulnerabilities in
greater detail.

We have not yet implemented advanced manageme nt techniques, which may hamper our
inefficiency and growth, page 15

30. We note your statement that you have “begun to industrialize our production process.”
Please provide greater disclosure, both here and in your Business or Properties sections,
regarding  your current production facilities, and the extent to which your production is
industrialized.  We note your statement on page 33 that your production lines are fully
automated.

Risks Related to Doing Business in China, page 17

Imposition of trade barriers and taxes may reduce our ability to do business internationally, and
the resulting loss of revenue could harm our profitability, page 17

31. You refer here to your “targeted emerging markets.”  Please clarify here, and elsewhere
as appropriate, which  emerging markets you are targeting, and which products or
segments you hope to sell to or be active in these markets.

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of
China. Such classification will likely result in  unfavorable tax consequences to us and our non -
PRC stockholders, page 17

32. We note your statement in the final sentence of the penultimate paragraph under this
heading that a 10% withholding tax may be imposed on gains derived by your non -PRC
stockholders transferring your shares.  Please advise how this withholding tax may be
applied or assessed.

33. Please revise here and elsewhere the references to “new” laws that are in fact several
years old.

Ningfang Liang
Tantech Holdings Ltd.
October 25, 2013
Page 7

 34. Please advise why you may be subject to U.S. taxation, as stat ed in the final paragraph
under this heading.

35. Please explain how under the EIT Law and its implementing rules, dividends paid to you
from your PRC subsidiaries would qualify as “tax -exempt income.”

36. Supplementally, please provide an analysis as to the app licability to you of the factors
that need to be met in order to be considered a resident enterprise.

Since our operations and as sets are located in the PRC, shareholders may find it difficult to
enforce a U.S. judgment against the assets of our company,  our directors and executive officers,
page 18

37. It is more useful to investors if you discussed the liability risks stemming from your
foreign status in one risk factor rather than secondarily mentioning some of them in
another risk factor (e.g. in you r “shareholder derivative suit” risk factor at p. 26).
Accordingly, disclose in one risk factor whether an investor could find it difficult to:

  ●  enforce a judgment obtained in a U.S. court based upon the civil liability
                provisions of the U.S. federal securities laws  in a U.S., BVI, or PRC court
                against you or your non -U.S. resident directors, executive officers, or experts
                named in this registration statement; or

  ●  bring an original action to enforce  liabilities based on the U.S. federal
      securities laws in a BVI or PRC court against you and the above named foreign
                persons.

In addition, in the “Enforceability of Civil Liabilities” section of the registration
statement (p. 93),  provide comparable disclosure regarding an investor’s ability to bring
an origin