U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2019

Commission File Number: 001-36885

TANTECH HOLDINGS LTD.

Tantech Holdings Ltd.

No. 10 Chen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323600

+86-578-226-2305

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Explanatory Note:

On November 29, 2019, Tantech Holdings Ltd. (the “Registrant”) entered into an investment agreement (the “Investment Agreement”) with Jingning Zhonggang Mining Co., Ltd. (“Jingning Zhonggang”) through Tantech Holdings (Lishui) Co., Ltd. (“Lishui Tantech”) to acquire 18% of the equity interest of Fuquan Chengwang Mining Co., Ltd. (“Fuquan Chengwang”), a wholly-owned subsidiary of Jingning Zhonggang, at a price of RMB 46.323 million, or $6.48 million. The consideration equals 18% of RMB 257.354 billion, the value of the mining right under a permit being renewed by Fuquan Chengwang according to an evaluation report. On December 17, 2019, Lishui Tantech entered into a supplementary agreement to the Agreement (the “Supplementary Agreement,” and collectively with the Investment Agreement, the “Agreements”) with Jingning Zhonggang and Lishui Zhonggang Mining Co., Ltd. (“Lishui Zhonggang”). Pursuant to the Supplementary Agreement, if Fuquan Chengwang is not able to receive the renewed mining permit by June 30, 2020, Jingning Zhonggang is obligated to return all of the consideration paid by the Registrant within 30 days and the interest calculated by the relevant loan rate of the People’s Bank of China. Lishui Zhonggang will be jointly and severally liable for Jingning Zhonggang’s liabilities under the Agreements.

Pursuant to the Investment Agreement, the Registrant is obligated to pay the consideration within 30 days after Fuquan Chengwang completes the recording process with the local industrial and commerce administration for transfer of the share ownership. Pursuant to the Investment Agreement, if the value of Fuquan Chengwang is lower than RMB 257.354 billion according to the financial statements audited by an accounting firm approved by the Registrant, Jingning Zhonggang will be obligated to refund the Registrant the overpaid amount. The payment could be in the form of cash, shares, or other assets with the same value, as selected by the Registrant.

Fuquan Chengwang is a basalt mining company. It is renewing a government-issued mining permit which expired on May 20, 2019. The mining permit would provide it the right to mine a 0.2607-square-kilometer basalt quarry in Fuquan City, Guizhou Province, China.

The Registrant signed the Agreements with the purpose of preventing its share ownership in a group of mining companies from being diluted. As the Registrant previously disclosed, in 2018, the Registrant invested RMB 120 million, or $18.2 million to acquire all of the shares of Lishui Xincai Industrial Co., Ltd. so it would indirectly own 18% of the equity interest in Libo Haokun Stone Co., Ltd. (“Libo Haokun”). After a series of transactions, the Registrant and Jingning Zhonggang owns 18% and 82% of Libo Haokun, respectively, through Jingning Meizhong Industry Co., Ltd. (“Jingning Meizhong”). Jingning Zhonggang also owns 100% of Fuquan Chengwang. The Agreements would enable the Registrant to indirectly hold a 18% stake in Fuquan Chengwang through holding 18% of the equity interest of Jingning Meizhong.

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

Dated: December 18, 2019

Exhibit 99.1

Tantech Holdings (Lishui) Co., Ltd.

And

Jingning Zhonggang Mining Co., LTD

On

Fuquan Chengwang Mining Co., Ltd

Investment Agreement

November 29 2019

The Investment Agreement between Tantech Holdings (Lishui) Co., Ltd. and Jingning Zhonggang Mining Co., Ltd on Fuquan Chengwang Mining Co., Ltd (hereinafter referred to as "the Agreement") is signed by the following parties in_Nov 29, 2019_____on__ Hangzhou__________

Party A: Tantech Holdings (Lishui) Co., Ltd.

Legal representative: Zhengyu Wang

Address: No. 10 Censhan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province

Party B: Jingning Zhonggang Mining Co., Ltd

Legal Representative: Weina Qu

Address: Room 403, 23 Jianshe Road, Hongxiang Street, Jingning She Autonomous County, Lishui City, Zhejiang Province

Target Company : Fuquan Chengwang Mining Co., Ltd

Legal Representative: Yanming Sun

Address: Shitouzhai Formation, Fengxiangshu Village, Longchang Town, Fuquan City, Guizhou province, Buyi and Miao Autonomous Region

Whereas:

1、Party B is the shareholder of the Target Company and owns 100% shares of the Target Company.

2、Target Company is a legally established and effective limited liability enterprise with a registered capital of RMB2 million. As the sole legal mining-right owner, the Target Company obtained the Mining License of Basalt Mine in Fengxiangshu Village , Longchang Town, Fuquan City, on May 20, 2014 from Fuquan Land and Resources Bureau. The certificate number is C52270220101271200974; Mining minerals: building basalt; Production scale: 100 million cubic meters/year; Mining area: 0.2607 square kilometers. Mining method: opencast working; Mining period: five years, from May 20, 2014 to May 20, 2019.The mining right is now in the process of renewing the mining license.

3、In October 2018, Shanghai Lixin Asset Evaluation Co., Ltd. was commissioned to evaluate the Basalt Mine in Fengxiangshu Village , Longchang Town, Fuquan City , with an estimated value of 257.354 million yuan.

4、Jingning Meizhong Mining industry co., LTD., is a legally established and effective limited liability enterprise with a registered capital of RMB30 million. The current ownership structure is: Party B holds 82% shares and Party A holds 18% shares.

5、The shares structure of Party B and its subsidiaries is as follows:

6、Party B intends to sell its 18% shares of the target company (i.e. 360,000 shares) to Party A. Party A agrees to subscribe for all the above-mentioned shares in cash.

NOW, THEREFORE, the Parties, on the basis of the principles of equality, voluntariness ,and good faith and friendly consultation,, hereby agree as follows:

1. Share Transfer

1.1 Party B hereby agrees to sell all of its 360,000 shares in the Target Company to Party A on the effective date of the Agreement, including all the undistributed roll-over profits (if any) before the completion of the shares transfer procedures.

1.2 Party A hereby agrees to accept 360,000 shares of Party B in the Target Company in accordance with the provisions of the Agreement from the date of entry into force of the Agreement.

2、 Transfer Price

2.1 Both parties agree that the total consideration for these shares transfer is RMB 46.323 million.

2.2 Payment Method

Party B shall made the payment within 30 days after Party B transfers the 360,000 shares of the Target Company to Party A or the designated subject of Party A , the equity structure registered in the industrial and commercial registration reaches the state shown in 3.4 hereof ..

3、Share Delivery

3.1 In order to facilitate the management and operation of the target company, Party A agrees to designate Jingning Meizhong Mining Industry Co., Ltdto receive all 18% shares of the Target Company transferred by Party B. At the same time, Party B agrees to transfer the remaining 82% of its shares to Jingning Meizhong Mining Industry Co., Ltd.

After the above changes are completed, Jingning Meizhong Mining Industry Co., Ltd will be the 100% owner of the Target Company, and Party A will indirectly hold 18% shares of the Target Company through Jingning Meizhong Mining Industry Co., Ltd.

3.2 The parties agree that, within 20 days after the formal signing of the Agreement, the change registration of the transferred shares shall be handled according to law, and the shares shall be delivered on the date of the issuance of the new business license.

3.3 If the business registration of the above-mentioned share change is not handled on time due to reasons other than Party A, Party A has the right to unilaterally terminate the Agreement by giving a written notice and to exercise its legal remedies. However, if Party A does not exercise any of the rights in the Agreement, it does not mean that Party A waives the rights and remedies (including the right to claim compensation) as stipulated in the Agreement.

3.4 After the completion of the share delivery, the equity structure of Party B and its subsidiaries is as follows:

4. Representation and Guarantee

4.1 Party B's Representation and Guarantee

4.1.1 Party B is a company that effectively exists in accordance to Chinese law and has absolute rights and has obtained all the authorization to sign and perform the Agreement.

4.1.2 Party B has full, independent and legal disposition of its shares in the Target Company before the entry into force of the Agreement, and its shares in the Target Company does not have any legal defects or restrictions before the entry into force of the Agreement.

4.1.3 Party B has obtained the following approval and consent before signing the Agreement:

4.1.3.1 The highest authority of the Target Company has approved the share transfer as stipulated in the Agreement. Party B has obtained the decision of the shareholder, and there is no other third party to has the preemptive right to these shares.

4.1.4 Any written documents or materials submitted by the Party B under the Agreement are true, complete, legal and valid and not misleading.

4.1.5 There are no facts that are known to the transferor but have not been disclosed to the transferee and are not conducive to the transfer of shares under the Agreement.

4.1.6 The Target Company shall obtain a new Mining License for the Basalt Mine in Fengxiangshu Village , Longchang Town, Fuquan City before December 31,2019, and the mining type shall remain unchanged. The production scale and mining area shall not be lower than the original Mining License. In the case of the record, the mining period of the new certificate is not less than 3 years. If the Target company fails to obtain the new Mining License as scheduled, Party A has the right to terminate the Agreement.

4.1.7 After Party A transfers the shares of the Target Company, Party B guarantees that the value of the Target Company shall not be less than the existing value of RMB 257.354 billion yuan (based on the appraisal value at the time of signing the Agreement).The Target Company shall provided annual financial statements audited by an accounting firm recognized by Party A.If the target company's value is impaired according to the financial statements, Party B undertakes to provide compensation for the difference between the actual investment amount of Party A and the present value of 18% of the target company (the compensation method includes but is not limited to cash, the equity or other equivalent assets of Jingning Meizhong Mining Industry Co., Ltd. held by Party B or other equivalent assets, which shall be selected by Party A).

4.2 Party A's Representation and Guarantee

4.2.1 Party A is a company that effectively exists in accordance to Chinese law and has absolute rights and has obtained all the authorization to sign and perform the Agreement.

4.2.2 Any written documents or materials submitted by Party A under the Agreement are true, complete, legal and valid and not misleading.

4.2.3 Party A has obtained the following approval and consent before signing the Agreement:

4.2.3.1 Party A’s highest authority has approved the share transfer as stipulated in the Agreement.

4.3 The Target Company’s Representation and Guarantee

4.3.1 The representations and guarantee made by the Target Company in the Agreement shall be true, accurate, complete and not misleading.

4.3.2 None of the government departments in China has any pending or possible actions or procedures to limit or prohibit any transaction contemplated by the Agreement or the completion of any transaction accompanying such transaction, and any jurisdiction in China Neither the government has any laws, regulations or rules that may make the completion of the agreement illegal.

4.3.3 In addition to the industrial and commercial change registration procedures related to the share transfer, the consent, approval, authorization, order, registration and filing required by the third party or government agency necessary for the completion of the share transfer have been properly obtained and are fully valid (if any).

5. Obligations of the parties

5.1 Each party shall promptly provide any documents or materials required in the process of handling and completing the legal formalities for the entry into force of the Agreement, unless such documents or materials are objectively unavailable.

5.2 Neither party to the Agreement shall obstruct or passively treat all legal formalities for the processing and completion of the Agreement.

5.3 Party A shall, in accordance with the Agreement, pay the share transfer price to Party B.

5.4 Party B shall promptly handle the change of industrial and commercial registration of this share transfer, and the Target Company shall actively assist.

5.5 The target company shall promptly handle the renew certificate of the basalt mine in Fengxiangshu Village, Longchang Town, Fuquan City.

6. Breach of Contract

6.1 When any of the following events occur:

6.1.1 Non-payment: If Party A fails to pay the consideration within the limited time limit stipulated in Article 2 of the Agreement;

6.1.2 Violation of obligations: Any party to the Agreement violates the obligations stipulated in Article 5 of the Agreement;

6.1.3 Violation of Statements and Guarantees: Any party to the Agreement violates the Statements and Guarantees stipulated in Article 4 of the Agreement;

6.1.4 Termination of the Contract: Either party hereto terminates the Contract without the written confirmation or consent of the other party;

6.1.5 Violations of other business: Any party violates other provisions of the Agreement and has not corrected it within 10 days after receiving written notification of the other party.

The breaching party shall indemnify the observant party in full for the losses caused by its breach of contract, including, but not limited to, all expenses incurred by the observant party for the purpose of arranging signature and performance of the Agreement.

6.2 The following conditions are not deemed breach of contract:

6.2.1 Force Majeure Events result in the non-performance of any terms of the Agreement;

6.2.2 The approval authority or registration authority of the Target Company shall not approve or go through the formalities for the transfer of shares, which is not because of the intent or negligence of any parties;

6.2.3 Any act that has been agreed upon by both parties to the Agreement.

7. Cost-bearing

Tax and other expenses arising from the signing and implementation of the Agreement shall be borne by each party in accordance with the provisions of the law.

8. Applicable Law and Dispute Resolution

8.1 The conclusion, validity, interpretation, performance and settlement of disputes of the Agreement shall be governed by the laws of the People's Republic of China.

8.2 All disputes arising from the performance of the Agreement or in connection with the Agreement shall be settled through friendly negotiation. If the negotiation fails, either party has the right to bring a lawsuit in the jurisdictional court where the Target Company is located.

9. Signature and Entry into Force of the Agreement

The Agreement shall enter into force after it has been signed and sealed by the legal representatives or authorized representatives of the parties and approved by the relevant authorized bodies (whichever is later).

10. Others

10.1 After the signing of the Agreement, the parties will sign the relevant documents for the registration of equity transfer according to the requirements of the transfer registration authority. The transfer registration documents are only used for the registration of the transfer. If there is any conflict with the Agreement, the Agreement shall prevail.

10.2 The Agreement shall be made in duplicate, one by the transferor and one by the transferee, one by the Target Company and one by Jingning Meizhong Mining Industry Co., ltd., all of which shall be equally authentic.

IN WITNESS WHEREOF, the Parties hereto have signed the Agreement on the date specified at the beginning of the Agreement.

(There is no text below, next to the signing page)

(There is no text on this page, it is the signing page of the Investment Agreement.)

Party A: Tantech Holdings (Lishui) Co., Ltd.

Legal representative: Zhengyu Wang

Party B: Jingning Zhonggang Mining Co., Ltd

Legal Representative: Weina Qu

Target Company : Fuquan Chengwang Mining Co., Ltd

Legal Representative: Yanming Sun

Exhibit 99.2

Supplementary Agreement

Party A: Tantech Holdings (Lishui) Co., Ltd.

Legal representative: Zhengyu Wang

Address: No.10 Censhan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province

Party B: Jingning Zhonggang Mining Co., Ltd

Legal Representative: Weina Qu

Address: Room 403, 23 Jianshe Road, Hongxiang Street, Jingning She Autonomous County, Lishui City, Zhejiang Province

Party C: Lishui Zhonggang Mining Co., Ltd.

Legal Representative: Weina Qu

Address: 3 / F, No. 1 Building, 888 Tianning Street, Liandu District, Lishui City, Zhejiang Province

Party A and B signed " The Investment Agreement between Tantech Holdings (Lishui) Co., Ltd. and Jingning Zhonggang Mining Co., Ltd on Fuquan Chengwang Mining Co.,Ltd "(hereinafter referred to as "The Agreement") on November 29, 2019,. According to Article 4.1.6 of the Agreement, Fuquan Chengwang Mining Co.,Ltd shall obtain a new mining license on December 31, 2019., Since the processing of the mining license involves the approval of multiple government departments, it is uncertain to process the new license on December 31, 2019. Accordingly, in order to protect Party A's investment from losses, Party A, Party B and Party C reach the following supplementary agreement through negotiation:

1. Party A agrees that the time for Party B to obtain the new mining license shall be extended to June 30, 2020.

If Party B fails to obtain a new mining license before June 30, 2020, Party Ashall have the right to terminate the Agreement and Party B shall return all the investment amount to Party A within [30] days upon termination of the Agreement and pay Party a the capital occupation fee at the loan interest rate of the people's bank of China for the same period.

3. Party C is the sole shareholder of Party B, and at the request of Party B, Party C shall voluntarily provide Party B with unlimited joint and several guarantee liabilities for debts incurred by Party B to Party A due to Party B's non-performance, incomplete performance or failure to perform the investment agreement and this supplementary agreement.

4. This agreement is a supplementary agreement to the Agreement. In case of there is any conflict between this agreement and the Agreement, this agreement shall prevail. Other matters not agreed upon shall still be implemented as agreed in the Agreement.

5. This agreement shall come into force upon being signed and sealed by Parties A, B and C. This agreement shall be made in quadruplicate, with Party A, Party B and Party C holding one copy each and Fuquan Chengwang Mining Co., LTD holding one copy.

Party A: Tantech Holdings (Lishui) Co., Ltd.

Legal representative: Zhengyu Wang

Party B: Jingning Zhonggang Mining Co., Ltd

Legal Representative: Weina Qu

Party C: Lishui Zhonggang Mining Co., Ltd.

Legal Representative: Weina Qu

Signature Date: