Filing Details

TANTECH HOLDINGS LTD

(Name of Issuer)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

CUSIP No.

G8675X149

1

Names of Reporting Persons

Xiaochun Zhang

2

Check the appropriate box if a member of a Group (see instructions)

(a) ☐

(b) ☐

3

Sec Use Only

4

Citizenship or Place of Organization

China

Number of

Shares

Beneficially

Owned by Each

Reporting Person

With:

5

Sole Voting Power

210,000

6

Shared Voting Power

None

7

Sole Dispositive Power

210,000

8

Shared Dispositive Power

None

9

Aggregate Amount Beneficially Owned by Each Reporting Person

210,000

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐

11

Percent of class represented by amount in row (9)

5.92%⁽¹⁾

12

Type of Reporting Person (See Instructions)

IN

(1)

The number of the common shares of the issuer outstanding used in calculating the percentage is 3,547,089 as of the date hereof.

(a)

Name of Issuer:

(b)

Address of Issuer’s Principal Executive Offices:

(a)

Names of Persons Filing:

(i)

Xiaochun Zhang

(b)

Address of Principal Business Office or, if None, Residence:

6/F RFCM, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong, China

(c)

Citizenship:

China

(d)

Title and Class of Securities:

Common Shares

(e)

CUSIP No.:

G8675X149  

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

(a)

Amount Beneficially Owned

210,000

(b)

Percent of Class:

5.92%⁽¹⁾

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

210,000

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

210,000

(iv)

Shared power to dispose or to direct the disposition of:

 0

(1)

The number of the common shares of the issuer outstanding used in calculating the percentage is 3,547,089 as of the date hereof.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not Applicable.

Item 8.

Identification and classification of members of the group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

 Dated: October 12, 2023

/s/ Xiaochun Zhang

Xiaochun Zhang