CN Energy acquisition of Yunnan Honghao rescinded

Rhea-AI Filing Summary

CN Energy Group Inc. reports that on April 24, 2025, the Dali City People’s Court issued an Execution Order affecting its wholly owned subsidiary Yunnan Honghao Forestry Development Co., Ltd. The ruling freezes the assets of Shenzhen Xiangfeng Trading Co., Ltd., the original owner of Yunnan Honghao, and effectively rescinds CN Energy’s acquisition of this subsidiary back to Shenzhen.

Under the court’s decision, Shenzhen will return to CN Energy the cash payments and the shares of CN Energy that were issued to Shenzhen under the Equity Transfer Agreement dated September 30, 2022. The Execution Order and the Purchase Agreement are filed as exhibits to this Form 6-K for full legal details.

Insights

Equity analyst

Court-ordered unwinding of a CN Energy acquisition shifts ownership and consideration back to the company.

The Execution Order from the Dali City People’s Court reverses CN Energy Group Inc.’s acquisition of Yunnan Honghao Forestry Development Co., Ltd. back to its original owner, Shenzhen Xiangfeng Trading Co., Ltd. This means Yunnan Honghao will no longer be a subsidiary once the ruling is fully implemented, changing the company’s business structure compared with when it held this asset.

Shenzhen is required to return both the cash payments and the CN Energy shares it received under the September 30, 2022 Equity Transfer Agreement. This simultaneously removes the subsidiary and reverses the original purchase consideration, including equity issued in that deal. The overall financial effect depends on how important Yunnan Honghao was to CN Energy’s operations and balance sheet, which would be further detailed in accompanying or future company disclosures.

FAQ

What did the Dali City People’s Court decide regarding CN Energy (CNEY)?

The court issued an Execution Order on April 24, 2025 that freezes the assets of Shenzhen Xiangfeng Trading Co., Ltd. and effectively rescinds CN Energy’s acquisition of Yunnan Honghao Forestry Development Co., Ltd. back to Shenzhen.

Which CN Energy subsidiary is affected by this Execution Order?

The Execution Order concerns Yunnan Honghao Forestry Development Co., Ltd., which is described as a wholly owned subsidiary of CN Energy Group Inc. before the ruling rescinds the acquisition.

What happens to the consideration CN Energy paid for Yunnan Honghao?

Shenzhen Xiangfeng Trading Co., Ltd. will return the cash payments CN Energy made and the shares of CN Energy that were issued to Shenzhen in connection with the Equity Transfer Agreement for Yunnan Honghao.

What is the Equity Transfer Agreement mentioned in the CN Energy 6-K?

The Equity Transfer Agreement is the Purchase Agreement dated September 30, 2022 under which CN Energy acquired Yunnan Honghao from Shenzhen. It is filed as Exhibit 10.2 and incorporated by reference.

Where can investors find the full text of the Execution Order and Purchase Agreement?

The Execution Order is filed as Exhibit 10.1 and the Purchase Agreement is filed as Exhibit 10.2 to this Form 6-K, and both are incorporated by reference.

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Accepted by SEC EDGAR 08/14/2025 - 03:35 PM Learn about SEC filing dates

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 August 2025

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 reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

On April 24, 2025 the Dali City People’s Court issued a ruling, (the “Execution Order”) attached as Exhibit 10.1, regarding Yunnan Honghao Forestry Development Co., Ltd. (“Yunnan Honghao”), a wholly owned subsidiary CN Energy Group. Inc. (the “Company”). The ruling froze the assets of Shenzhen Xiangfeng Trading Co., Ltd., (“Shenzhen”), the original owner of Yunnan Honghao. The effect of the ruling rescinds the acquisition of Yunnan Honhao by the Company back to Shenzhen. Shenzhen will in turn return the cash payments made by the Company and the shares of the Company issued to Shenzhen in connection with the Equity Transfer Agreement (“Purchase Agreement”), dated September 30, 2022, back to the Company.

The foregoing summaries of the Execution Order and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 6-K and are incorporated herein by reference

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EXHIBITS

Exhibit No.		Description
10.1		Execution Order - (2025) Yun 2901 Enforcement No. 2467-1
10.2		Purchase Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Form 6-K filed October 6, 2022, SEC File Number 001-39978)

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SIGNATURE

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

	CN Energy Group. Inc.
Date: August 14, 2025	By:	/s/ Wenhua Liu
	Name:	Wenhua Liu
	Title:	Interim Chief Executive Officer

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