SEC – ‘UPLOAD’ from 5/13/22 re: CN Energy Group. Inc. – ‘TEXT-EXTRACT’

On:  Friday, 5/13/22, at 1:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-5268

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     40K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    11K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

Document Table of Contents

United States securities and exchange commission logo                           

May 13, 2022          

Kangbin Zheng                                                     
Chief Executive Officer                                           
CN ENERGY GROUP. INC.                                             
Building 2-B, Room 206, No. 268 Shiniu Road                       
Liandu District, Lishui City, Zhejiang Province                   
The PRC                                                           

                                                    Re: CN ENERGY GROUP.
INC.                                                                            
                                                    Registration
Statement on Form F-3                                                           
                                                       Filed April 29,
2022                                                                            
                                                           File No. 333-264579

Dear Mr. Zheng:                                                   

        We have limited our review of your registration statement to
those issues we have                                                            
   addressed in our comments. In some of our comments, we may ask you to
provide us with                                                                 
information so we may better understand your disclosure.          

       Please respond to this letter by amending your registration
statement and providing the                                                     
     requested information. If you do not believe our comments apply to your
facts and                                                                       
      circumstances or do not believe an amendment is appropriate, please tell
us why in your                                                                  
response.                                                         

            After reviewing any amendment to your registration statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.

Registration Statement on Form F-3, Filed April 29, 2022          

Cover Page                                                        

  1.                                                   We note your disclosure
on the prospectus cover page that you are not a Chinese operating               
                                                     company but a British
Virgin Islands holding company with operations conducted by your                
                                                    subsidiaries. Please
provide a cross-reference to your detailed discussion of risks facing           
                                                   the company and the
offering as a result of your organizational structure.                          
2.                                                   We note the following
statement on the cover page: "PRC laws and regulations governing                
                                                    our current business
operations are sometimes vague and uncertain, and as a result these             
                                                   risks may result in
material changes in the operations of our subsidiaries, significant             
                                                 depreciation or a
complete loss of the value of our securities, or a complete hindrance of        
Kangbin Zheng                                                                 
CN ENERGY GROUP. INC.                                                           
May 13, 2022                                                                    
Page 2                                                                          
     our ability to offer, or continue to offer, our securities to investors."
Please revise to make                                                           
   expressly clear whether the legal and operational risks associated with
being based in or                                                               
having the majority of the company   s operations in China could    
significantly limit or                                                          
     completely hinder your ability to offer securities to investors and cause
the value of your                                                               
securities to significantly decline or be worthless.                
3.    We note your disclosure here regarding the structure of cash flows within 
your                                                                            
organization. Please update your disclosure to disclose if you have 
specific cash                                                                   
  management policies and procedures in place that dictate how funds are
transferred                                                                     
    through your organization and if applicable, describe these policies and
procedures in                                                                   
greater detail.                                                     
4.    Please revise the definition of "China" or the "PRC" to include Hong Kong 
and Macau.                                                                      
Prospectus Summary, page 1                                                      

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

6.     We note your statement on page 7: "The PRC government imposes controls   
on the                                                                          
conversion of RMB into foreign currencies and the remittance of     
currencies out of the                                                           
 PRC." Please revise to describe the restrictions on foreign exchange.
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

   Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at
202-551-3257                                                                    
with any questions.                                                             

                                                      Sincerely,
FirstName LastNameKangbin Zheng                                                 
                                                       Division of
Corporation Finance                                                             
Comapany NameCN ENERGY GROUP. INC.                                              
                                                          Office of Life
Sciences                                                                        
May 13, 2022 Page 2                                                             
cc:       Ying Li, Esq.                                                         
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		5/13/22		UPLOAD
		4/29/22		F-3,  UPLOAD
		9/30/21		20-F,  NT 20-F,  UPLOAD
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