clwt_6k
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 April, 2020
Commission File Number: 000-22113
Euro Tech Holdings Company Limited
(Translation
of Registrant’s name into English)
18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong
Kong
(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 ☐
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):
Yes ☐ No
☒
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):
Yes ☐ No
☒
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Euro Tech Holdings Company Limited (the “Company”) is
providing the following update on the filing of its Form 20-F for
the fiscal year ended December 31, 2019.
The recent outbreak of COVID-19 has affected the Company and its
principal auditor’s ability to obtain the necessary
information to perform proper audit procedures in China, and has posed a significant impact on the
Company’s ability to file on a timely basis its Annual Report
on Form 20-F for the year ended December 31, 2019 (the
“Annual Report”), which is due to be filed on
April 30, 2020 (the “Original Due
Date”).
Therefore,
the Company will be unable to file its Form 20-F on or before the
Original Due Date. Accordingly,
the Company intends to rely upon the Order issued by the Securities and Exchange
Commission (“SEC”) on March 4, 2020, as amended on
March 25, 2020, pursuant to Section 36 of the Securities
Exchange Act of 1934 [Release No. 34-99318] (the
“Order”) granting exemptions to registrants subject to
the reporting requirements of the Exchange Act Section 13(a) or
15(d) due to circumstances related to the coronavirus disease 2019
(COVID-19).
In accordance with the Order, the Company states the
following:
(1)
The Company is relying on the SEC Order dated March 4, 2020, and as
modified and superseded by on March 25, 2020, to delay the filing
of its Annual Report on Form 20-F for the year ended December 31,
2019 due to the circumstances related to COVID-19. Absent the SEC
Order, the Form 20-F is originally due on April 30,
2020.
(2)
The Company is unable to file the Form 20-F on a timely basis due
to travel restriction, quarantines and staffing issues as a result
of COVID-19.
The
Company’s executive and
principal offices are located in Hong Kong, a Special
Administrative Region of China, and its subsidiaries and
affiliates primary operations are located in Shanghai and
Hangzhou, China. As a result of the
COVID-19 outbreak that was first reported on December 31, 2019 in
Wuhan, China, the Chinese government initiated travel restrictions
and mandatory quarantines to control the spread of COVID-19 within
China. Such restrictions included the imposition of unprecedented
restrictions on travel and the closure of businesses in China. The
precautionary actions taken by the Chinese government have caused
disruptions to the daily operations of the Company and thus have
impacted the resumption of normal business operations of the
Company’s facilities and to staff access. This has, in turn,
delayed the Company’s ability to review and complete its
annual report by on or before April 30, 2020. As a result, the
Company is unable to timely file the Form 20-F by April 30,
2020.
(3)
The Company’s independent accountants are unable to complete
its audit procedures in a timely manner due to limited access to
the Company’s staff and financial data.
In
addition, as a result of the ongoing travel restrictions and
quarantines, our independent registered public accounting
firm’s access to the Company’s staff and its ability to
obtain the necessary information to perform proper audit procedures
in China has been limited and delayed. A signed statement by Union Power HK
CPA Limited, as the Company’s independent registered public
accounting firm, is being furnished as Exhibit 99.1 attached hereto
and is incorporated by reference herein.
(4)
The Company intends to file the Form 20-F on or before June 14,
2020 (which is 45 days from the Original Due Date).
Additional Risk Factor Disclosure
In light of the ongoing global pandemic of COVID-19 coronavirus
disease, the Company will be including the following risk factor(s)
in the Annual Report, as may be updated to reflect subsequent
events impacting the Company:
The Company’s business
operations could be adversely affected by the continued outbreak
of COVID-19.
The Company’s business operations could be adversely affected
by the effects of a widespread outbreak of contagious disease,
including the recent outbreak of respiratory illness caused by a
novel coronavirus known as COVID-19 which was first identified in
Wuhan, Hubei Province, China. The Company’s primary
operations are located in Hong Kong, Shanghai and Hangzhou,
China, where any outbreak of
contagious diseases and other adverse public health developments
could be materially adverse on the Company’s business
operations. In response to the highly contagious and sometimes
fatal coronavirus inflicting thousands of people in China, the
Chinese government has imposed travel restrictions and quarantines
to help control the spread of COVID-19. In addition, substantially
all of the customers the Company’s advanced water treatment
equipment and water and waste-water treatment solution business are
located in China. The Company’s operations could be
negatively affected if employees, users and customers are
quarantined as a result of exposure to a contagious illness. If the
COVID-19 continues to spread, the Chinese government may impose
additional measures further restricting travel within and outside
of China and also expanding the regions under mandatory quarantine.
Similarly, the continued spread of COVID-19 globally could further
adversely impact the Company’s operations and could have an
adverse impact on the Company’s business and financial
results.
Forward-Looking Statements
Statements in this Current Report on Form 6-K are
“forward-looking statements” as the term is defined
under applicable securities laws. These statements include the
anticipated timing of the filing of Company’s quarterly and
annual statements under the Exchange Act; the expected impact of
the COVID-19 virus outbreak on the Company’s
financial reporting capabilities and its operations generally and
the potential impact of such virus on the Company’s
customers, distribution partners, advertisers and production
facilities and other third parties. These and other forward-looking
statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those
statements. Such risks and uncertainties are, in many instances,
beyond the Company’s control. Forward-looking statements,
which are presented as of the date of this filing, will not be
updated to reflect events or circumstances after the date of this
statement except as required by law.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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Letter
from Union Power HK CPA Limited regarding Reasons of the Inability
to Timely File the Audit Report
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SIGNATURES
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.
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EURO TECH HOLDINGS COMPANY LIMITED
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April
28, 2020
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By:
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/s/
Jerry Wong
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Jerry
Wong
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Chief
Financial Officer
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