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                             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