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eurotech-secresponselette

December
23, 2022

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:

Taylor
Beech

Lilyanna
Peyser

Rufus
Decker

Linda
Cvrkel

Re:

Euro Tech Holdings Company Ltd.

Annual Report on Form 20-F for Fiscal Year Ended December 31,
2021

Filed May 16, 2022

Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31,
2021

Filed September 23, 2022

File No. 000-22113

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 November 17, 2022 (the “Comment Letter”) pertaining to the
Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2021, as amended on September 23, 2022 on a Form
20-F/A filed with the Commission (the “2021 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 2021 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. 2 to the 2021
Annual Report (the “Amended
20-F”).

Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31,
2021

Item 3. Key Information, page 6

1.

We note your revised disclosure in response to comment 1 and
reissue our comment in part. Acknowledge that Chinese
regulatory authorities could disallow your holding company
structure, which would likely result in a material change in your
operations and/or a material change in the value of your
securities, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a
cross reference to your detailed discussion of risks facing the
company as a result of this structure.

Company Response: The Company
acknowledges the Staff’s comment and proposes to add the
following disclosure in the section titled “Our Corporate
Structure” in Item 3 of the Amended 20-F:

“We
acknowledge that Chinese regulatory authorities could disallow our
holding company structure, which would likely result in a material
change in our operations and/or a material change in the value of
your securities, including that it could cause the value of such
securities to significantly decline or become worthless. Please see
“Item 3. Key Information
– D. Risk Factors— Risks Related to the Company Itself
– Chinese regulatory authorities could disallow our holding
company structure” for a more detailed discussion on
this matter.”

In
addition, the Company proposes to add the following disclosure in
Section D in Item 3 of the Amended 20-F:

“Chinese regulatory authorities could disallow
our holding company structure.

The
Company is a holding company and not an operating company. It owns
100% of the shares of Far East, which owns 100% of the equity of
ETTS and SET in China, and 58% of the equity of Yixing in China and
58% of the equity of Pact in the British Virgin Islands. Far East
also holds 19.4% of the equity of Blue Sky in China. Both ETTS and
SET have ceased active business operations as of the date of this
Amendment No.2. Far East, Yixing, Pact and Blue Sky are engaged in
active business operations. As of the date of this Amendment No. 2,
Chinese law does not prohibit or restrict the Company from holding
the equity of Far East, Yixing or Blue Sky. However we cannot
assure you that Chinese regulatory authorities would never disallow
our holding company structure, or otherwise prohibit or restrict
the Company from holding the equity of Far East, Yixing or Blue
Sky. If Chinese regulatory authorities do disallow our holding
company structure as aforesaid, this would likely result in a
material change in our operations and consequently a material
change in the value of your securities, including that it could
cause the value of such securities to significantly decline or
become worthless.”

1

2.

We note your revised disclosure in response to comment 8 and
reissue our comment in part. Please identify the person or entity
that owns the equity in each depicted entity, including your
subsidiaries that are not wholly-owned subsidiaries.

Company Response: The Company
acknowledges the Staff’s comment, as the shareholder
information of the wholly-owned subsidiaries of the Company has
been provided, the Company proposes to add the following disclosure
in the section titled “Our Corporate Structure” in Item
3 of the Amended 20-F:

“In
addition to the shareholder information disclosed in the chart
above, we also note the following:

The
shareholders of Yixing are listed below:

Shareholders

Ownership Percentage

1

Euro
Tech (Far East) Limited

58%

2

Tamworth
Industrial Ltd.

42%

The
shareholders of Pact are listed below:

Shareholders

Ownership Percentage

1

Euro
Tech (Far East) Limited

58%

2

Tamworth
Industrial Ltd.

42%

The ten
shareholders of Blue Sky with the largest shareholding percentage
are listed below (Blue Sky is a public company in China and
therefore has a number of other minority shareholders that are not
publicly disclosed):”

Shareholders

Ownership Percentage

1

Zhongbiao
WU

25.30%

2

Euro
Tech (Far East) Limited

19.42%

3

Zhineng
WANG

13.17%

4

Deming
WANG

11.37%

5

Yueai
FENG

4.70%

6

Shan
ZHONG

3.94%

7

Yuling
ZHOU

3.84%

8

Huaming
SUN

3.53%

9

Hangzhou
Helan Technology Co.

2.87%

10

Changjie
CHENG

2.48%

2

Permissions or Approvals Required to be Obtained from Chinese
Authorities, page 8

3.

Please revise to identify any permissions or approvals you are
required to obtain to offer your securities, or state that you are
not required to obtain any permissions or approvals to offer your
securities. We note that you do not appear to have relied upon an
opinion of counsel with respect to your conclusions regarding
whether you need permissions and approvals to operate your business
and to offer securities to investors; if true, state as much,
explain why such an opinion was not obtained, and describe the
bases for your conclusions regarding whether you need permissions
and approvals.

Company Response: The Company
acknowledges the Staff’s comment and proposes to revise the
disclosure in the section titled “Permissions or Approvals
Required to be Obtained from Chinese Authorities” in Item 3
of the Amended 20-F as follows:

“Permissions
or Approvals Required to be Obtained from Chinese
Authorities

Our
business focuses on the design, sale and distribution of water and
waste-water treatment tools and equipment. The group companies that
are active in business operations are Far East in Hong Kong, Yixing
in mainland China and Pact in the British Virgin Islands. Far East
is the Company’s wholly-owned subsidiary. Far East holds 58%
of the equity of Yixing and Pact respectively.

Based
on our internal assessment, the Company and its subsidiaries are
not required to obtain any permissions or approvals from the
Chinese authorities in order to operate their respective business
or offer the Company’s securities as currently conducted,
except that the group companies located in Mainland China should
obtain a business license to operate their respective business. As
listed in the chart below, such group companies have received their
business license. None of the Company and its subsidiaries has ever
been requested by any Chinese authority to obtain any other
permissions or approvals to conduct their respective business or to
offer the Company’s securities. In addition, please note that
Euro Tech Trading (Shanghai) Limited and Shanghai Euro Tech Limited
listed have ceased their active business operations
already.

Company

Permission/Approval

Issuing
Authority

Validity

Euro
Tech Trading (Shanghai) Limited

Business
License

Market
Supervision Administration of Free Trade Pilot Zone
(Shanghai)

May 13,
2047

Shanghai
Euro Tech Limited

Business
License

Market
Supervision Administration of Shanghai

December
8, 2029

Yixing
Pact Environmental Technology Co., Ltd.

Business
License

Market
Supervision Administration of Yixing City

Long
term

We did
not rely upon an opinion of counsel with respect to our conclusions
regarding whether we need permissions and approvals to operate our
business and to offer securities to investors. The basis of our
assessment above is as follows: (1) the Company had been primarily
a distributor of advanced water treatment equipment, laboratory
instruments, analyzers, test kits and related supplies and power
generation equipment (including recorders and power quality
analyzers). We have been in this business for more than 20 years
for now and have never been required to apply for any permissions
or approvals from the Chinese authorities to conduct our business;
(2) we are aware of the recent regulatory development relating to
Chinese authorities’ focus on cross-border data transfer, as
further described in “Item 4. Information on the Company
— B. Business Overview – Recent Regulatory
Update”. We do not believe our listing of ordinary shares
requires permissions or approvals from the Chinese authorities. As
a distributor of advanced water treatment equipment, laboratory
instruments, analyzers, test kits and related supplies and power
generation equipment (including recorders and power quality
analyzers) to businesses (i.e. not end-customers), we and our
subsidiaries are not subject to cybersecurity review with the
Cyberspace Administration of China, or the CAC, and are not deemed
as critical information infrastructure operator or online platform
operators mentioned in Cybersecurity Review Measures, which became
effective on February 15, 2022, because all of our customers in
China are corporate customers, rather than individuals. As a
result, we do not currently have over one million users’
personal information and do not anticipate that we will be
collecting over one million users’ personal information in
the foreseeable future, which we understand might otherwise subject
us to the Cybersecurity Review Measures.

3

However
it is possible that changes in law may render us to be subject to
such rules and regulations. It is also possible that in practice
the government agencies impose more stringent requirements on us,
or that our interpretation of the rules and regulations turn out to
be inaccurate. Notably, the PRC government has recently indicated
an intent to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based
issuers. Please see “Item 3.
Key Information – D. Risk Factor – A substantial
portion of our operations are located in China through our
subsidiaries. Our ability to operate in China may be impaired by
changes in Chinese laws and regulations, including those relating
to taxation, environmental regulation, restrictions on foreign
investment, and other matters” and “Item 3. Key Information – D. Risk Factor
-Our failure to comply with cybersecurity and data protection laws
and regulations could lead to government enforcement actions and
significant penalties against us, and adversely impact our
operating results” for a more detailed discussion on
this issue.”

Risk Factor Summary, page 11

4.

We note your revised disclosure in response to comment 9 and
reissue our comment in part. Specifically discuss risks arising
from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk
that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations
and/or the value of your securities. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign
investment

in China-based issuers could significantly limit or completely
hinder your ability to offer securities to investors and cause the
value of such securities to significantly decline or be
worthless.

Company Response: The Company
acknowledges the Staff’s comment and proposes to add the
following disclosure in the section titled “Risk Factor
Summary” in Item 3 of the Amended 20-F:

●

Risks may arise
from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice. See
“Item 3. Key Information
– D. Risk Factors — The PRC legal system embodies
uncertainties which could limit the available legal protections and
expand the government’s power” for a more
detailed discussion on this matter.

●

Chinese government
may intervene or influence our operations at any time, or may exert
more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material
change in our operations and/or the value of our securities. Any
actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or
completely hinder our ability to offer securities to investors and
cause the value of such securities to significantly decline or be
worthless. See “Item 3. Key
Information – D. Risk Factors — A substantial part of
our operations are located in China through our subsidiaries. Our
ability to operate in China may be impaired by changes in Chinese
laws and regulations, including those relating to taxation,
environmental regulation, restrictions on foreign investment, and
other matters” for a more detailed discussion on this
matter.

4

Item 15. Controls and Procedures, page 75

5.

In an amended Form 20-F, please revise your disclosures to state
both your internal control over financial reporting and your
disclosure controls and procedures were not effective, and disclose
the reasons why they were not effective, including discussing
material weaknesses that exist. Alternatively, please tell us in
detail how you concluded both your internal control over financial
reporting and your disclosure controls and procedures were
effective as of December 31, 2021, despite your filing an amendment
to your Form 20-F restating your financial statements to correct
multiple errors identified in our comments 12 and 13.

Company Response: The Company
acknowledges the Staff’s comment and proposes to revise Item
15 of the Amended 20-F as follows:

“ITEM 15. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As
required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act,
our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the
end of the period covered by this Annual Report on Form
20-F/A.

Disclosure
controls and procedures are defined under SEC rules as controls and
other procedures that are designed to ensure that information
required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed,
summarized and reported within required time periods. Disclosure
controls and procedures include controls and procedures designed to
ensure that information is accumulated and communicated to the
issuer’s manage