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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

☐     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

**OR**

 

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

**For the fiscal year ended December 31, 2022**

 

**OR**

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 

 

**OR**

 

☐     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934  

 

Commission file number **000-22113**

 

| **EURO TECH HOLDINGS COMPANY LIMITED**                 |
|--------------------------------------------------------|
| (Exact name of Registrant as specified in its charter) |

 

(Translation of Registrant’s name into English) 

 

**British Virgin Islands** 

(Jurisdiction of incorporation or organization) 

 

**Unit D, 18/F., Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong**

(Address of principal executive offices) 

 

**David YL Leung**

**FAX:852-28734887**

**Unit D, 18/F., Gee Chang Hong Centre**

**65 Wong Chuk Hang Road**

 **Hong Kong** 

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

| **Title of each class**       |   | **Trading Symbol** |   | **Name of each exchange on which registered** |
|-------------------------------|--------|--------------------|--------|-----------------------------------------------|
| Ordinary Shares, no par value |   | CLWT               |   | NASDAQ Capital Market                         |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

**None.** 

(Title of Class) 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

**None.** 

(Title of Class) 

 

Indicate the number of issued and outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 7,723,632 Ordinary Shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posed on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “ accelerated filer,” and “ emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

 

| Large accelerated filer | ☐ | Non-accelerated Filer   | ☒ |
|-------------------------|---------|-------------------------|---------|
| Accelerated filer       | ☐ | Emerging Growth Company | ☐ |

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

 

†The term “new or revised financial accounting standards” refers to any update by the Financial Accounting Standards Board to its accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ 

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP | ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐  | Other | ☐  |
|-----------|---------|-------------------------------------------------------------------------------------------------------|---------------|-------|---------------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

 

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**EXPLANATORY NOTE**

 

Euro Tech Holdings Company Limited (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment”) to the Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Original Report”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2023 (the “Original Filing Date”), to add Item 16I “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections”.   

 

This Amendment speaks as of the Original Filing Date (unless otherwise noted or as the context otherwise requires). Except as described above, no changes have been made to the Original Report, and this Amendment does not modify, amend or update the financial or other information contained in the Original Report. This Amendment does not reflect any events that have occurred on or after the Original Filing Date. Among other things, the Company has not revised forward-looking statements made in the Original Report to reflect events that occurred or facts that became known to the Company after the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Report and the Company’s other filings with the SEC subsequent to the filing of the Original Report, if any. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes certifications under the Sarbanes-Oxley Act of 2002.

 

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**TABLE OF CONTENTS**

 

| **Explanatory Note** |                                                                           |        | 2      |        |
|----------------------|---------------------------------------------------------------------------|--------|--------|--------|
|                 |                                                                      |   |   |   |
| **ITEM 16I.**        | **Disclosure****Regarding Foreign Jurisdictions that Prevent Inspection** |        | 4      |        |

 

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**ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION**

 

The Company presently wholly owns Euro Tech (Far East) Limited, or Far East, which directly owns all or majority of the equity of a few entities as listed in Exhibit 8.1 of the 2022 Annual Report. Other than Far East and these entities (collectively, the “Subsidiaries” and each, a “Subsidiary”), the Company does not have any other consolidated foreign operating entities. The Company does not use a variable-interest entity structure.

 

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 or any Subsidiary;

 

(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 or any Subsidiary; 

 

(4) none of the Company and the Subsidiaries has any director who is an official of the Chinese Communist Party; and 

 

(5) none of the Memorandum and Articles of Association or equivalent charter documents of the Company and the Subsidiaries contains any charter of the Chinese Communist Party, including the text of any such charter.

 

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