Core Viewpoint - CN Energy Group, Inc. has appointed Steven Berman as the new CEO, aiming to leverage his extensive experience to enhance the company's operations and expand into the semiconductor distribution industry [1][3][4]. Company Overview - CN Energy Group, Inc. specializes in the cogeneration of high-quality wood-activated carbon and clean energy, utilizing patented bioengineering and physiochemical technologies [5]. - The company converts abandoned forest and agricultural residues into valuable products, providing significant financial, economic, environmental, and ecological benefits [5]. Leadership Appointment - Steven Berman brings over 28 years of leadership experience in customer service, finance, sales, and innovative technology to the role [1][2]. - Berman is the founder of Berman Electronic Enterprises LLC, a global distributor in the semiconductor industry, and has a background in investment banking with firms like Citigroup and Dreyfus [2][3]. Strategic Vision - Under Berman's leadership, the company plans to focus on the global development, manufacturing, and distribution of wood-based activated carbon, particularly targeting the US market [3]. - The strategy includes expanding into the semiconductor distribution industry, aiming for a dual business model that combines electronic component distribution with activated carbon manufacturing [3]. - The vision encompasses technology and AI-powered semiconductor chip distribution, alongside being a key manufacturer and distributor of activated carbon for various industries, including pharmaceuticals and environmental protection [3][4].

Financial Performance - CN Energy Group, Inc. (CNEY) reported revenue of approximately $57.90 million for Fiscal 2023, a 44.0% increase compared to Fiscal 2022 [1] - The increase in revenue was primarily driven by a rise in activated carbon sales, with 40,251 tons sold in Fiscal 2023, reflecting a 39.2% increase from the previous year [1] - Despite the revenue growth, CNEY faced a net loss of approximately $5.6 million, resulting in a loss per share of $0.10 for Fiscal 2023, compared to earnings per share of $0.10 in Fiscal 2022 [2] - Administrative expenses surged by 178.1%, increasing from approximately $2.06 million in Fiscal 2022 to approximately $5.73 million in Fiscal 2023, with research and development expenses accounting for about $1 million of this increase [2] - Total assets grew by 32.7%, from approximately $94.94 million as of September 30, 2022, to approximately $126.20 million as of September 30, 2023 [2] Strategic Initiatives - CNEY adjusted its marketing strategy and expanded sales channels into diversified sub-sectors, including pharmaceuticals, food industries, sewage treatment, and gas treatment for municipal solid waste incineration power plants [3] - The CEO of CNEY, Ms. Xinyang Wang, emphasized the company's focus on growth in sales volume and customer base, with plans to expand into new markets, particularly in North America, as part of its internationalization strategy [3] Company Overview - CNEY specializes in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues, utilizing patented bioengineering and physiochemical technologies [4] - The company's products and services are widely used by food and beverage producers, industrial and pharmaceutical manufacturers, and environmental protection enterprises [4]

Corporate Restructuring and Financial Transactions - In December 2023, the company completed a corporate restructuring involving four equity transfer agreements, enhancing operational efficiency[15]. - The restructuring resulted in Zhejiang New Material becoming a wholly-owned subsidiary of Zhejiang CN Energy, following multiple equity transfers[15][16][17]. - The company transferred RMB64,134,688.25 (approximately $9.54 million) to CN Energy Development, RMB103,921,379 (approximately $15.85 million) to Hangzhou Forasen, and RMB12,891,800 (approximately $1.97 million) to Zhongxing Energy from the proceeds of its initial public offering[27]. - The company conducted a share consolidation of 30 issued Class A ordinary shares into one Class A ordinary share, effective January 19, 2024, to comply with Nasdaq Listing Rule 5450(a)(1)[19]. - The company completed the acquisition of MZ HK for a total consideration of $17,706,575.88 and the issuance of 8,819,520 Class A ordinary shares valued at $18,373,771[201]. - The company initiated a strategic reorganization in December 2023 to enhance its corporate framework, completing the reorganization as of the date of the annual report[202]. Dividend and Profit Distribution - As of the date of the annual report, none of the subsidiaries have made any dividends or distributions to CN Energy, and the company does not anticipate paying cash dividends in the foreseeable future[29]. - Current PRC regulations allow indirect PRC subsidiaries to pay dividends to Energy Holdings only from accumulated profits, which are subject to statutory reserve requirements[32]. - The operating entities' ability to pay dividends is subject to PRC withholding tax rates, which may be as high as 10%[35]. - The company relies on dividends and other distributions from its PRC subsidiaries to meet cash requirements, which could be adversely affected by limitations on these payments[124]. - PRC subsidiaries are required to set aside at least 10% of their accumulated after-tax profits each year for statutory reserve funds until it reaches 50% of registered capital[125]. - A withholding tax rate of 10% applies to dividends payable by Chinese companies to non-PRC resident enterprises, which may be reduced to 5% under certain conditions[137]. Regulatory Compliance and Risks - The company has received all requisite licenses and approvals from PRC authorities to engage in its current business operations[22]. - The company is not currently required to complete filing procedures with the CSRC for its overseas listing, but future offerings may necessitate compliance[25]. - The operating entities must comply with SAFE Circular 37 for offshore investments, and failure to do so could restrict their ability to pay dividends or increase investments in PRC subsidiaries[121]. - The Cybersecurity Review Measures require data processing operators with personal data of at least one million users to undergo a cybersecurity review, which could affect the operating entities' operations[97][99]. - The Opinions issued by the Chinese government may subject the operating entities to additional compliance requirements in the future, impacting their operations[101]. - The company is subject to SEC regulations, but its disclosures are not reviewed by PRC regulatory authorities, which may affect investor perception[143]. Market and Economic Conditions - A severe or prolonged slowdown in the Chinese economy could materially and adversely affect the operating entities' business and financial condition[87][88]. - The operating entities' operations and revenue are entirely generated in the PRC, making them highly sensitive to changes in government policies and regulations[89]. - The Chinese government has significant oversight over the operating entities, which may result in material changes to their operations or the value of their shares[90][93]. - The U.S.-China trade war and tariffs could negatively impact the operating entities' business operations and revenue if their products are subjected to tariffs[102]. - Labor costs in China have been increasing, and the operating entities anticipate continued growth in labor costs, which may adversely affect profitability unless these costs can be passed on to customers[104]. Operational Challenges and Competition - The COVID-19 pandemic has significantly impacted the operating entities' business operations, leading to disruptions in production and sales during fiscal year 2021 and 2022, with ongoing effects into 2023[51]. - The operating entities may face increased production costs due to rising raw material prices, which could adversely affect their financial results[39]. - The operating entities face significant competition in the activated carbon market, with competitors potentially having greater revenue and capital resources, which could adversely affect market share and profitability[72]. - The operating entities rely on third-party manufacturers for some activated carbon products, which poses risks related to production capacity and quality control[46]. - The operating entities' financial results could be materially affected by interruptions in the supply of raw materials[38]. - The activated carbon industry is characterized by rapid technological changes, and failure to innovate could lead to decreased competitiveness and market share[70]. Internal Control and Financial Reporting - The company identified a material weakness in its internal control over financial reporting due to insufficient qualified personnel in the accounting department[181]. - Management is evaluating steps to remediate the material weakness, including hiring qualified accounting personnel and implementing training programs[181]. - The company concluded that its internal control over financial reporting was not effective as of September 30, 2023, which could adversely affect investor confidence and the market price of its shares[182]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect investor confidence[186]. - The company is not required to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, potentially leaving shareholders with less information compared to more mature companies[186]. Financial Performance - For the fiscal year ended September 30, 2023, the company sold 40,251 tons of activated carbon, generating total revenue of approximately $57.9 million, compared to $40.2 million in 2022 and $19.8 million in 2021[208]. - The company reported a net loss of $5.4 million for the fiscal year ended September 30, 2023, following a net income of $2.4 million in 2022 and $1.3 million in 2021[208]. - Revenue from Activated Carbon Production accounted for 99.9% of total revenue in 2023, while revenue from Biomass Electricity Production accounted for only 0.1%[208]. Shareholder and Market Dynamics - As of the annual report date, there are 2,285,826 Class A ordinary shares outstanding, with potential future sales by shareholders possibly causing significant price declines[147]. - The trading price of Class A ordinary shares may be volatile due to various factors, including market conditions and the performance of other Chinese companies listed in the U.S.[155]. - The company may face significant consequences if its securities are delisted, including reduced liquidity and a determination that its Class A ordinary shares are a "penny stock"[171]. - The company received a bid deficiency notice from Nasdaq on January 13, 2023, indicating non-compliance with the minimum bid price requirement, with a closing bid price of at least $1.00 needed for 10 consecutive business days to regain compliance[169]. - On July 13, 2023, Nasdaq granted the company an additional 180-day period to regain compliance, ending on January 8, 2024[169].

Group 1 - CN Energy Group, Inc. has regained compliance with Nasdaq's bid price requirement, leading to the cancellation of a scheduled hearing on March 26, 2024 [1] - The company's Class A ordinary shares will continue to be listed and traded on The Nasdaq Capital Market under the ticker "CNEY" [1] Group 2 - CN Energy Group specializes in producing high-quality recyclable activated carbon and renewable energy from abandoned forest and agricultural residues [2] - The company utilizes patented proprietary bioengineering and physiochemical technologies to convert harmful wastes into valuable products [2] - Its products and services are widely used by food and beverage producers, industrial and pharmaceutical manufacturers, and environmental protection enterprises [2]

Revenue and Profitability - Revenue for the six months ended March 31, 2023, was $22,675,117, representing a 66.1% increase from $13,650,703 in the same period of 2022[8] - The company reported a loss from operations of $(4,362,047) for the six months ended March 31, 2023, compared to a loss of $(388,612) in the prior year[8] - Net loss for the six months ended March 31, 2023, was $(4,171,178), compared to a net income of $1,000,786 in the same period of 2022[8] - For the six months ended March 31, 2023, the Company reported government subsidy income of $426,629, a decrease from $1,165,091 in the same period of 2022[55] Assets and Liabilities - Total current assets increased to $79,297,728 as of March 31, 2023, compared to $74,216,765 as of September 30, 2022, reflecting a growth of 6.4%[4] - Total assets rose significantly to $137,177,366, up 44.0% from $94,941,872 as of September 30, 2022[4] - Total liabilities decreased to $28,504,249 from $31,159,546, a reduction of 8.5%[6] - Shareholders' equity increased to $108,673,117 as of March 31, 2023, compared to $63,782,326 as of September 30, 2022, marking a growth of 70.5%[6] Cash Flow and Financing - Cash flows from operating activities showed a net cash used of $29,286,121 for the period ended March 31, 2023, compared to a net cash provided of $6,205,925 in the prior year[13] - Proceeds from the issuance of shares and warrants amounted to $7,820,433 for the period[13] - The total amount of unsecured short-term bank loans is $421,734, which includes loans from the Industrial and Commercial Bank of China[96] - The company has secured loans guaranteed by related parties, including Yefang Zhang, a principal shareholder, providing additional security for bank loans[100] Shareholder Information - The weighted average shares outstanding for basic earnings per share increased to 44,691,972 from 20,319,276 year-over-year[9] - CN Energy has an authorized unlimited number of no par value ordinary shares, with 10,000,000 shares issued and outstanding after a forward split[119] - As of March 31, 2023, there were 56,465,870 Class A ordinary shares and 3,020,969 Class B ordinary shares issued and outstanding[121] - In October 2022, CN Energy completed a private placement, issuing 10,514,018 Class A ordinary shares for a total of $18 million at a price of $1.712 per share[122] Research and Development - Research and development expenses increased to $589,090, up 69.5% from $347,464 in the same period of 2022[8] - Research and development expenses are fully expensed as incurred, reflecting the Company's commitment to innovation[55] Inventory and Receivables - Accounts receivable increased to $21,032,423 as of March 31, 2023, from $18,764,549 as of September 30, 2022, representing a growth of 6.76%[72] - Inventory totaled $3,343,904 as of March 31, 2023, up from $784,251 as of September 30, 2022, reflecting a significant increase in stock levels[72] - The allowance for doubtful accounts rose significantly to $2,262,274 as of March 31, 2023, compared to $330,990 as of September 30, 2022, indicating a substantial increase in credit risk provisions[73] Corporate Structure and Acquisitions - The company undertook a reorganization to simplify its corporate structure and enhance operational efficiency[19] - CN Energy completed the acquisition of MZ Mining International Co., Ltd for a total consideration of $17,706,575.88 and the issuance of 8,819,520 Class A ordinary shares valued at $18,373,771[22] - The acquisition of Yunnan Honghao was completed for a total consideration of $36,080,347, which included $18,373,771 in shares and $17,706,576 in cash[90] Tax and Compliance - The company expects to benefit from a reduced income tax rate of 15% as a High and New Technology Enterprise, which was renewed in December 2019[104] - The company has no material uncertain tax positions as of March 31, 2023, indicating a stable tax compliance environment[58] Operational Metrics - The company recognized a foreign currency translation gain of $1,208,367 during the period[11] - The exchange rate as of March 31, 2023, was US$1 for RMB6.8676, compared to US$1 for RMB7.1135 as of September 30, 2022[65] - The average remaining lease term was 1.4 years as of March 31, 2023, down from 1.9 years as of September 30, 2022[113]

Table of Contents 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 September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 January 2023 Commission file number: 001-39978 CN ENERGY GROUP. INC. Building 2-B, Room 206, No. 268 Shiniu Road Liandu District, Lishui City, Zhejiang Province The People's Republic of China (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual ...