Report of Foreign Issuer (6-k)
August 21 2015 - 4:06PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 August 2015
Commission File Number: 001-36885
TANTECH HOLDINGS LTD
Tantech Holdings Ltd
c/o Zhejiang Tantech Bamboo Technology Co.,
Ltd
No. 10 Chen Shan Road, Shuige Industrial
Zone
Lishui City, Zhejiang Province 323600
+86-578-226-2305
(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): ¨
Explanatory Note:
On August 19, 2015, the Board of Directors
of Tantech Holdings Ltd (the “Registrant”) authorized its wholly-owned subsidiary, USCNHK Group Limited, a Hong Kong
limited company (“USCNHK”), to form a wholly-owned subsidiary established in the People’s Republic of China (“PRC”),
Lishui Tantech Energy Tech Co., Ltd. (“Lishui Tantech”). USCNHK was directed to transfer to Lishui Tantech all of the
shares USCNHK holds in Zhejiang Tantech Bamboo Technology Co., Ltd, a PRC company (“Bamboo Tech”), which shares represent
95% of the outstanding shares of Bamboo Tech.
The Board (other than Ms. Yefang Zhang and
her husband and our Chairman, Mr. Zhengyu Wang, who recused themselves from consideration of the matter to avoid any appearance
of conflict of interest) also authorized and directed Lishui Tantech to negotiate the purchase of the remaining 5% equity interests
of Bamboo Tech from the five individual owners thereof (including Dexian Zhang, the brother of Ms. Yefang Zhang and the brother-in-law
of Mr. Zhengyu Wang). The Board anticipates that the purchase price per share of Bamboo Tech will be between 60% and 70% of the
average closing price of the Registrant’s ordinary shares on the NASDAQ Capital Market during the ten-day trading period
ended on July 14, 2015, the date of the Board of Directors meeting at which such matter was discussed. Such discount represents
the Board’s assessment of the per share price of the shares of Bamboo Tech, which are less easily traded than the Registrant’s
ordinary shares.
The Board (other than Ms. Yefang Zhang and
her husband, Mr. Zhengyu Wang, who recused themselves from consideration of the matter to avoid any appearance of conflict of interest)
also authorized Bamboo Tech to acquire all of the equity interests of Hanzhou Xilingbaliu e-Commerce Co., Ltd., an e-commerce company
established by Ms. Yefang Zhang. Ms. Zhang established the e-commerce company for the benefit of the Registrant; accordingly, the
purchase price to be paid to Ms. Zhang is intended to be the lowest price permissible under Chinese law.
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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TANTECH HOLDINGS LTD |
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By: |
/s/ Zhengyu Wang |
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Name: Zhengyu Wang
Its: Chief Executive Officer |
Dated: August 21, 2015
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