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United States securities and exchange commission logo





                              August 23, 2022

       David YL Leung
       Chief Executive Officer
       Euro Tech Holdings Company Limited
       Unit D, 18/F
       Gee Chang Hong Centre
       65 Wong Chuk Hang Road
       Hong Kong

                                                        Re: Euro Tech Holdings
Company Ltd.
                                                            Annual Report on
Form 20-F for Fiscal Year Ended December 31, 2021
                                                            Filed May 16, 2022
                                                            File No. 000-22113

       Dear Mr. Leung:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

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

       Item 3. Key Information, page 5

   1.                                                   In a separately
captioned section at the beginning of Item 3 (the China Section), please
                                                        disclose prominently
that you are not a Chinese operating company but a British Virgin
                                                        Islands holding company
with operations conducted by your subsidiaries based in China
                                                        and that this structure
involves unique risks to investors. Disclose that investors may never
                                                        hold equity interests
in the Chinese operating company. Your disclosure should
                                                        acknowledge that
Chinese regulatory authorities could disallow this 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. Please provide a
 David YL Leung
FirstName LastNameDavid  YLLimited
                             Leung
Euro Tech Holdings Company
Comapany
August 23, NameEuro
           2022      Tech Holdings Company Limited
August
Page 2 23, 2022 Page 2
FirstName LastName
         response letter with your proposed disclosure.
2.       In the China Section, provide prominent disclosure about the legal and
operational risks
         associated with being based in or having the majority of the company
s operations in
         China, and include cross-references to the relevant risk factors
contained in Item 3.D.
         Your disclosure should make clear whether these risks could result in
a material change in
         your operations and/or the value of your securities or 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. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         data security or anti-monopoly concerns, have or may impact the
company   s ability to
         conduct its business, accept foreign investments, or list on a U.S. or
other foreign
         exchange. Please disclose whether your auditor is subject to the
determinations announced
         by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign
         Companies Accountable Act, Accelerating Holding Foreign Companies
Accountable Act,
         and related regulations will affect your company. Discuss the
inspection time frames
         under both Acts and include a cross-reference to the related detailed
risk factor. Please
         provide a response letter with your proposed disclosure.
3.       In the China Section, please state that you have been included on the
conclusive list of
         issuers identified under the HFCAA on our website, and acknowledge the
ramifications of
         such identification, including volatility in the trading price of your
securities. Please
         provide a response letter with your proposed disclosure.
4.       In the China Section, clearly disclose how you will refer to the
holding company and
         subsidiaries when providing the disclosure throughout the document so
that it is clear to
         investors which entity the disclosure is referencing and which
subsidiaries or entities are
         conducting the business operations. Disclose clearly the entity
(including the domicile) in
         which investors hold an interest. Please provide a response letter
with your proposed
         disclosure.
5.       In the China Section, provide a clear description of how cash is
transferred through your
         organization and disclose your intentions to distribute earnings or
settle amounts owed.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and direction of transfer.
Quantify any dividends or
         distributions that a subsidiary have made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences. Your
disclosure should
         make clear if no transfers, dividends, or distributions have been made
to date. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors. Describe any restrictions and
limitations on your
         ability to distribute earnings from the company, including your
subsidiaries, to the parent
         company and U.S. investors. Provide a cross-reference to your
discussion of this issue in
         your summary risk factors and risk factors sections, as well. Please
provide a response
         letter with your proposed disclosure.
 David YL Leung
FirstName LastNameDavid  YLLimited
                             Leung
Euro Tech Holdings Company
Comapany
August 23, NameEuro
           2022      Tech Holdings Company Limited
August
Page 3 23, 2022 Page 3
FirstName LastName
6.       As a related matter, please disclose in the China Section, the summary
risk factors
         section and the risk factors section that, to the extent cash in the
business is in a PRC
         entity, the funds may not be available to fund operations or for other
use outside of the
         PRC due to interventions in or the imposition of restrictions and
limitations on the ability
         of you or your subsidiaries by the PRC government to transfer cash.
Provide a cross
         reference in the China Section to the discussions in the summary risk
factors and risk
         factors. Please provide a response letter with your proposed
disclosure.
7.       To the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries, or investors, summarize the policies
in the China Section,
         and disclose the source of such policies (e.g., whether they are
contractual in nature,
         pursuant to regulations, etc.); alternatively, state that you have no
such cash management
         policies that dictate how funds are transferred. Please provide a
response letter with your
         proposed disclosure.
8.       In the China Section, include a diagram of the company   s corporate
structure, identifying
         the person or entity that owns the equity in each depicted entity.
Identify clearly the entity
         in which investors hold their interest and the entity(ies) in which
the company   s
         operations are conducted. Please provide a response letter with your
proposed disclosure.
9.       In the China Section, include a summary of risk factors. In the
summary of risk factors,
         disclose the risks that your corporate structure and being based in or
having the majority
         of the company   s operations in China poses to investors. In
particular, describe the
         significant regulatory, liquidity, and enforcement risks with
cross-references to the more
         detailed discussion of these risks in the prospectus. For example,
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. Include a cross-
         reference to the risk factors section for each risk discussed in the
summary of risk factors.
         Please provide a response letter with your proposed disclosure.
10.      In the China Section, disclose each permission or approval that you or
your subsidiaries
         are required to obtain from Chinese authorities to operate your
business. State whether
         you or your subsidiaries are covered by permissions requirements from
the China
         Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
         or any other governmental agency, and state affirmatively whether you
have received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you or your
 David YL Leung
FirstName LastNameDavid  YLLimited
                             Leung
Euro Tech Holdings Company
Comapany
August 23, NameEuro
           2022      Tech Holdings Company Limited
August
Page 4 23, 2022 Page 4
FirstName LastName
         subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future. Please provide a response
letter with your proposed
         disclosure.
11.      In the China Section, disclose that trading in your securities may be
prohibited under the
         Holding Foreign Companies Accountable Act if the PCAOB determines that
it cannot
         inspect or investigate completely your auditor, and that as a result
an exchange may
         determine to delist your securities. Disclose whether your auditor is
subject to the
         determinations announced by the PCAOB on December 16, 2021. Please
provide a
         response letter with your proposed disclosure.
Euro Tech Holdings Company Limited Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income / (Loss), page
F-5

12.      Please tell us in detail your GAAP basis for excluding (loss) / gain
on disposal of
         property, plant and equipment from operating income / (loss).
Alternatively, revise your
         financial statements accordingly. Refer to ASC 360-10-45-5 and ASC
250-10-50-7.
Note 2. Summary of significant accounting policies
(s) Ordinary share, page F-18

13.      You indicate here that in 2019 and 2021 you issued bonus shares. In
your Form 6-K filed
         December 16, 2021, you also indicate that your board of directors
authorized the issuance
         of additional bonus shares to shareholders of record as of January 7,
2022. Please tell us
         why these bonus share issuances were not accounted for and disclosed
as stock splits in
         your statements of shareholders' equity, earnings per share
computations for all periods
         presented and elsewhere throughout your filings. Alternatively, amend
your Form 20-F
         accordingly and also tell us whether you continue to believe both your
internal control
         over financial reporting and your disclosure controls and procedures
were effective as of
         December 31, 2021, including the factors you considered to support
these conclusions.
          Refer to ASC 505-20-25-2, ASC 505-20-50-1, ASC 260-10-55-12 and ASC
250-10-50-7.
Note 22. Commitments and contingencies
(ii) Non-controlling interest put option, page F-41

14.      You indicate that the non-controlling interests of Yixing Pact
Environmental Technology
         Co., Ltd. and Pact Asia Pacific Limited were granted a put option
requiring you to acquire
         part or all remaining shares of these two companies at a per share
price calculated by 5.2
         times their average net income for the three prior fiscal years
divided by the number of
         shares outstanding at the time the option is exercised. Please explain
why the non-
         controlling interests subject to the put option have not been
reflected as temporary equity
         in your balance sheet and explain in detail how your accounting for
these put options
         complies with the guidance in ASC 480-10-S99-3A, as applicable.
 David YL Leung
Euro Tech Holdings Company Limited
August 23, 2022
Page 5

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202)
551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at (202) 551-4515 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



FirstName LastNameDavid YL Leung                          Sincerely,
Comapany NameEuro Tech Holdings Company Limited
                                                          Division of
Corporation Finance
August 23, 2022 Page 5                                    Office of Trade &
Services
FirstName LastName
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