Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 06 2022 - 04:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission file number: 001-39978
CN ENERGY GROUP.
INC.
Building 2-B, Room 206, No. 268 Shiniu Road
Liandu District, Lishui City, Zhejiang Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry into Equity Transfer Agreement with Shenzhen
Xiangfeng Trading Co., Ltd.
On September 30, 2022, CN
Energy Group. Inc. (the “Company”), as transferee, entered into an equity transfer agreement with Shenzhen Xiangfeng Trading
Co., Ltd. (“Shenzhen Xiangfeng”), as transferor, with respect to Yunnan Honghao Forestry Development Co., Ltd. (“Yunnan
Honghao”), a wholly owned subsidiary of Shenzhen Xiangfeng, as the target company (the “Equity Transfer Agreement”).
Pursuant to the Equity Transfer Agreement, (i) Shenzhen Xiangfeng will transfer 100% of the equity interests in Yunnan Honghao to Yunnan
Yuemu Agriculture and Forestry Technology Co., Ltd (“Yunnan Yuemu”), a wholly owned subsidiary of MZ Pintai Mining (Zhejiang)
Co., Ltd, which is wholly owned by MZ Mining International Co., Ltd (“MZ HK”), a corporation wholly owned by Shenzhen Xiangfeng;
(ii) the Company will acquire 100% of the equity interests in Yunnan Honghao indirectly through the acquisition of 100% shares of MZ HK
from Shenzhen Xiangfeng, in consideration of approximately $36,537,378.80, including approximately $17,706,575.88 prepaid by the Company
as an equity transfer disposition; and (iii) the Company will pay the remaining consideration of approximately $18,830,802.92 by issuing
additional Class A ordinary shares of the Company, with a restriction period of six months, to Shenzhen Xiangfeng or a designee of Shenzhen
Xiangfeng.
The Equity Transfer Agreement
and the transactions contemplated thereby were approved and authorized by the board of directors of the Company on September 27, 2022.
The Equity Transfer Agreement is filed as Exhibit 1.1 to this Form 6-K.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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CN Energy Group. Inc. |
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Date: October 6, 2022 |
By: |
/s/ Kangbin Zheng |
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Name: |
Kangbin Zheng |
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Title: |
Chief Executive Officer |
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