clwt_corresp
July
27, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division of
Corporation Finance
Office
of Trade & Services
100 F.
Street, N.E.
Washington, D.C.
20549
Attn:
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Tyler
Howes
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Christopher
Dunham
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Re:
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Euro Tech Holdings Company Limited
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Form 20-F for Fiscal Year Ended December 31, 2022
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File No. 000-22113
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Ladies
and Gentlemen:
Euro
Tech Holdings Company Ltd. (the “Company”) hereby provides the
following information in response to the comments received from the
staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) in its letter to the
Company dated July 20, 2023 (the “Comment Letter”) pertaining to the
Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2022 (the “2022 Annual Report”).
The
Company’s responses are preceded by a reproduction of the
corresponding Staff comments in bold as set forth in the Comment
Letter. Any capitalized terms used herein but not defined herein
shall have the meanings given to them in the 2022 Annual Report.
The Company undertakes to include the proposed amendments
substantially in the form set forth below with revisions and
updates as appropriate to reflect the Company’s circumstances
at the time when the Company files its amendment No. 1 to the 2022
Annual Report (the “Amended
20-F”).
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1.
We
note that during your fiscal year 2022 you were identified by the
Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the
preparation of the audit report on your financial statements
included in the Form 20-F, a registered public accounting firm that
has a branch or office that is located in a foreign jurisdiction
and that the Public Company Accounting Oversight Board had
determined it is unable to inspect or investigate completely
because of a position taken by an authority in the foreign
jurisdiction. Please provide the documentation required by Item
16I(a) of Form 20-F or tell us why you are not required to do so.
Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the
Staff Statement on the Holding Foreign Companies Accountable Act
and the Consolidated Appropriations Act, 2023, available on our
website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623
..
Company Response: The Company
acknowledges the Staff’s comment.
(a)
In response to Item
16I(a), the Company provides the following
explanation:
“The Company
is not owned or controlled by any governmental entity in any
jurisdiction. The Company was
organized under the laws of the British Virgin Islands on September
30, 1996 for the purposes of raising capital and for acquiring all
the outstanding capital stock of Euro Tech (Far East) Limited, or
Far East, a Hong Kong corporation. In March 1997, the Company
acquired all the issued and outstanding capital stock of Far East.
Since then, Far East has been a wholly-owned subsidiary and the
primary operational entity of the Company. Immediately prior to its
acquisition, Far East’s shareholders were Pearl Venture Ltd.
and Regent Earning Ltd., which held 26.6% and 73.4% of the shares
of Far East then respectively. Pearl Venture Ltd. is a British
Virgin Islands trust established for the benefit of Mr. T.C. Leung,
then chairman and Chief Executive Officer of the Company and
current chairman of the Company. Regent Earning Ltd. is a Hong Kong
corporation and Pearl Venture Ltd. is a majority shareholder of
Regent Earning Ltd. None of the shareholders of Far East then was a
government entity.”
(b)
In response to Item
16I(b), the Company proposes to file the Amended 20-F to add the
following disclosure to the 2022 Annual Report:
“The Company
does not use a variable-interest entity or any similar structure
that results in additional foreign entities being consolidated in
the financial statements of the Company.
The
Company hereby discloses that,
(1)
Union Power HK CPA Limited, or
Union Power, audited its financial statements for the fiscal
year ended December 31, 2021 and 2020 respectively, and
J&S
Associate PLT, or J&S, audited its financial statements
for the fiscal year ended December 31, 2022. Union Power is
headquartered in Hong Kong and that the Public Company Accounting
Oversight Board has previously determined it is unable to inspect
or investigate completely because of a position taken by an
authority in the foreign jurisdiction. J&S is headquartered
in Malaysia;
(2) no
governmental entity in the British Virgin Islands, Hong Kong,
mainland China or Malaysia owns any shares of the
Company;
(3) no
governmental entity in the British Virgin Islands, Hong Kong,
mainland China or Malaysia has any controlling financial interest
with respect to the Company;
(4)
none of the Company and its subsidiaries has any director who is an
official of the Chinese Communist Party; and
(5) the
Memorandum and Articles of Association of the Company does not
contain any charter of the Chinese Communist Party, including the
text of any such charter.”
If you
have any questions or comments concerning these responses, please
do not hesitate to contact me by telephone at 852-28140311 or by
e-mail at DAVIDLEUNG.HK@EURO-TECH.COM or the Company’s
counsel by telephone at 212-634-3031 or by email at
rafriedman@sheppardmullin.com.
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Sincerely,
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/s/
David YL Leung
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David
YL Leung, Chief Executive Officer
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cc:
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Sheppard
Mullin Richter & Hampton LLP
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