碳博士控股2015年度报告

20-F 1 v436579_20f.htm 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report __________ Commission file number 001-36885 TANTECH HOLDINGS LTD(Exact name of registrant as specified in its charter) Not Applicable(Translation of Registrant’s Name into English) British Virgin Islands(Jurisdiction of incorporation or organization)c/o Zhejiang Tantech Bamboo Technology Co., Ltd.No. 10 Cen Shan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000, People’sRepublic of China (Address of principal executive offices)Mr. Qingsong Dongc/o Zhejiang Tantech Bamboo Technology Co., Ltd.No. 10 Cen Shan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000, People’s Republic of ChinaTel: +86-578-226-2305Fax: +86-578-226-2360Email: tantech@tantech.cn (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registeredCommon shares The NASDAQ Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Common Shares(Title of Class) The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report was: 21,600,000 (Subsequent to the end of the period the Registrant completed a private placement. As a result, as of the time of this report, the Registrant has issued and outstanding 23,293,000 common shares) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one): Large accelerated filer Accelerated filer Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  TABLE OF CONTENTS PART I 3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY27ITEM 4A.UNRESOLVED STAFF COMMENTS59ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS59ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES77ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS88ITEM 8.FINANCIAL INFORMATION91ITEM 9.THE OFFER AND LISTING.91ITEM 10.ADDITIONAL INFORMATION.92ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.99ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.99 PART II 100ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.100ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.100ITEM 15.CONTROLS AND PROCEDURES.100ITEM 15T.CONTROLS AND PROCEDURES.100ITEM 16.[RESERVED]100ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT101ITEM 16B.CODE OF ETHICS.101ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.101ITEM 16D.EXEMPTIONS FROM T