October 29, 2019

Zhengyu Wang
Chief Executive Officer, Chairman, and Director
CN ENERGY GROUP, INC.
FPI Center, Room A-901, No. 459 Qianmo Road
Binjiang District, Hangzhou City, Zhejiang Province
PRC

       Re: CN ENERGY GROUP, INC.
           Draft Registration Statement on Form F-1
           Submitted September 30, 2019
           CIK No. 0001780785

Dear Mr. Wang:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

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

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1 submitted September 30, 2019

Cover Page

1.     Please revise the description of the escrow arrangement to clarify
whether any funds will
       be promptly returned if the minimum offering amount is not sold. Refer
to Exchange Act
       Rule 10b-9.
2.     We note your statement that you plan to apply to list your shares on
NYSE American, and
       that a condition to your obligation to sell any securities through the
placement agent is
       that, upon closing of this offering, the shares would qualify for
listing. Please tell us
       whether this condition can be waived, and the circumstances under which
it could be
       waived. To the extent your offering could close without such listing,
please revise the
 Zhengyu Wang
FirstName LastNameZhengyu Wang
CN ENERGY GROUP, INC.
Comapany NameCN ENERGY GROUP, INC.
October 29, 2019
October 29, 2019 Page 2
Page 2
FirstName LastName
         cover page to remove the reference to NYSE American. Also confirm that
you will
         register one or more classes of securities pursuant to Section 12(g)
of the Exchange Act,
         or, alternatively, add appropriate risk factor disclosure concerning
the lack of a Section 12
         reporting obligation.
Overview, page 5

3.       It appears that you focus on the wood-based subset of the activated
carbon manufacturing
         market. Please revise to highlight this in your Summary.
Prospectus Summary, page 5

4.       Your summary should be a balanced discussion of your business. In this
regard, please
         balance your prominent discussion of your competitive strengths and
growth strategy with
         a discussion of the challenges you face in executing your business
plan. As examples
         only, please address your reliance on a small number of customers and
suppliers, and the
         risk of an increase in the cost of raw materials.
Growth Strategies, page 6

5.       You refer in the second sentence to "implementation of the following
strategies," but there
         is no discussion of any growth strategies. Please revise.
Implication of Our Being an "Emerging Growth Company", page 7

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Use of Proceeds, page 35

7.       It appears from your Use of Proceeds table that the minimum offering
amount may be less
         than 25% of the total maximum offering amount. Please explain here, in
the Prospectus
         Summary, and elsewhere in the prospectus, as appropriate, how that
amount correlates
         with your business plans and what the receipt of that amount of
proceeds would enable
         you to accomplish. In this regard, clarify what you mean by "expansion
of [y]our
         business." Also disclose how much capital will be required to complete
the construction of
         the manufacturing facilities in Manzhouli City.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 50

8.       We note in your risk factor on page 21 that as a holding company you
rely principally on
         dividends and other distributions on equity from your PRC subsidiaries
for your cash
         requirements. Please tell us your consideration of including separate
liquidity and capital
         resources disclosures related to the holding company and to its
operating subsidiaries.
 Zhengyu Wang
CN ENERGY GROUP, INC.
October 29, 2019
Page 3
9.       Please expand this section to describe the government subsidies you
have reecived and the
         basis on which you received them. Clearly disclose how those programs
affect your
         business and the extent to which you expect they will remain available
in the future.
Business, page 64

10.      We note your disclosure on page 66 that you entered into a strategic
cooperation
         agreement with Huadian Electric Power Science Academy in 2014 pursuant
to which you
         research, develop and share technologies related to activated carbon
and biomass energy.
         Please expand your Business disclosure to describe the material terms
of this agreement,
         including the rights and obligations of the parties, any payment
obligations, term and
         termination provisions, and any rights to intellectual property
jointly developed under the
         agreement. Also file the agreement as an exhibit to the registration
statement or tell us
         why you believe it is not required to be filed. Refer to Item 8.a of
Form F-1 and Item
         601(b)(10) of Regulation S-K.
Our Competitive Strengths
Advanced Technology And Established Relationship With a Research Center , page
66

11.      Please expand your disclosure to describe the basis for your statement
that your single
         process technology is "more efficient, produces higher-quality
activated carbon products
         as well as biomass electricity, results in less pollution and yields
higher profits." Also
         revise to clarify the activated carbon products or technology to which
you are comparing
         your technology.
Strategically Placed Facilities And Lower Costs, page 66

12.      You state that you expect the first stage of your new facilities in
Manzhouli City to be
         operating by June 2020. Please disclose clarify what you mean by the
"first stage," what
         type of operations will be enabled at that point, and your estimated
completion date for the
         entire facility.
Our Strategy, page 67

13.      You state in the middle of the page that the third-party producers you
make use of do not
         have the same manufacturing processes or quality control as the
company. Please tell us
         what consideration has been given to including a risk factor regarding
this situation.
Management, page 89
FirstName LastNameZhengyu Wang
14.    It appears from the business background disclosure of Mr. Zhengyu Wang
that he has
Comapany NameCN ENERGY various entities apart from the company and its
subsidiaries.
       executive positions with GROUP, INC.
October 29, 2019 Page clarify how much of his time he devotes to the company.
       Please revise to 3
FirstName LastName
 Zhengyu Wang
FirstName LastNameZhengyu Wang
CN ENERGY GROUP, INC.
Comapany NameCN ENERGY GROUP, INC.
October 29, 2019
Page 4
October 29, 2019 Page 4
FirstName LastName
Description of Share Capital, page 97

15.      We note that your Articles of Association include an Exclusive
Jurisdiction provision
         establishing the courts of the British Virgin Islands as the exclusive
forum for all disputes,
         subject to certain exceptions including claims under the Securities
Act of 1933. Please
         revise to describe this provision, including whether it applies to any
Exchange Act
         claims. Your disclosure should include a statement that investors
cannot waive
         compliance with the federal securities laws and the rules and
regulations thereunder. In
         addition, provide clear risk factor disclosure regarding the potential
risks to investors,
         including, as examples only, increased costs to bring a claim and the
possibility that
         such provisions may discourage the filing of claims or limit
investors' ability to bring a
         claim in a judicial forum that they find favorable. You should also
address whether there
         is any question as to whether a court would enforce the provision.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 1   Organization and Nature of Business, page F-7

16.      Please tell us your consideration of including a footnote disclosing
the financial
         information for the parent company in compliance with Rule 4-08(e)(3)
of Regulation S-
         X.
Note 14   Statutory Reserves, page F-22

17.      Please revise your audited and interim financial statements to include
additional
         disclosures related to your equity account balances. This discussion
should include equity
         transactions that occurred prior to and in combination with the August
2019
         reorganization, and the effect of the reorganization on your equity
balances. Refer to ASC
         505-10-50.
General

18.      Please provide us proofs of all graphics, visual, or photographic
information you will
         provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
         Please note that we may have comments regarding this material.
 Zhengyu Wang
FirstName LastNameZhengyu Wang
CN ENERGY GROUP, INC.
Comapany NameCN ENERGY GROUP, INC.
October 29, 2019
Page 5
October 29, 2019 Page 5
FirstName LastName
       You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Greg Dundas at 202-551-3436 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Ying Li