February 3, 2020

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.
           Amendment No. 1 to Draft Registration Statement on Form F-1
           Submitted January 21, 2020
           CIK No. 0001780785

Dear Mr. Wang:

     We have reviewed your amended draft registration statement and have the
following
comment.

       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 comment applies 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 this comment
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

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

Description of Share Capital, page 93

1.     We note your revisions in response to prior comment 15. We also note
that Section 22 of
       the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
       brought to enforce any duty or liability created by the Securities Act
or the rules and
       regulations thereunder. Please include such disclosure in your risk
factor discussing this
       provision and address any uncertainty about the enforceability of the
provision with
       respect to claims under the Securities Act.
 Zhengyu Wang
FirstName LastNameZhengyu Wang
CN Energy Group, Inc.
Comapany NameCN Energy Group, Inc.
February 3, 2020
Page 2
February 3, 2020 Page 2
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 Mary Beth Breslin at 202-551-3625 with any other questions.



                                                        Sincerely,

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