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United States securities and exchange commission logo





                               November 17, 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.
                                                            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

       Dear David YL Leung:

             We have reviewed your September 23, 2022 response to our comment
letter and your
       amended Form 20-F for the year ended December 31, 2021 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. Unless we note otherwise, our references to prior comments are
to comments in our
       August 23, 2022 letter.

       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
 David YL Leung
FirstName LastNameDavid   YLLimited
                             Leung
Euro Tech Holdings Company
Comapany 17,
November  NameEuro
              2022 Tech Holdings Company Limited
November
Page 2    17, 2022 Page 2
FirstName LastName
         reference to your detailed discussion of risks facing the company as a
result of this
         structure.
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.
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.
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.
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.
 David YL Leung
Euro Tech Holdings Company Limited
November 17, 2022
Page 3
Euro Tech Holdings Company Limited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2

6.       You corrected errors in your financial statements in response to
comments 12 and 13.
         Please make arrangements with your auditor for them to revise their
audit report to
         reference the error corrections and the specific footnote that
discusses them through the
         addition of an explanatory paragraph, including an appropriate title
(immediately
         following the opinion paragraph). File the revised audit report in an
amended Form 20-F.
         Refer to paragraphs .09 and .16 of PCAOB AS 2820.
       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
November 17, 2022 Page 3                                     Office of Trade &
Services
FirstName LastName
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