6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2023

Commission File Number: 000-22113

| (Translation of registrant’s name into English) |

18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong

(Address of Principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Explanatory Note:

Effective on January 17, 2023, Euro Tech Holdings Company Limited (the “Registrant”) has appointed J&S Associate (“J&S”) as its independent registered public accounting firm for the fiscal year ending December 31, 2022. The Registrant has terminated the services of the Registrant’s previous independent auditor, Union Power HK CPA Limited (“Union Power”) effective on January 11, 2023. J&S is headquartered in Malaysia and will be subject to the inspections by the Public Company Accounting Oversight Board of the United States. The appointment of J&S was made after careful consideration and evaluation by the Registrant and has been approved by the Audit Committee and the Board of Directors of the Registrant.

During the Registrant’s two most recent fiscal years ended December 31, 2021 and 2020, through the termination of services of Union Power on January 11, 2023, there were no disagreements between the Registrant and Union Power on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Union Power, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Registrant’s consolidated financial statements for such periods. In addition, Union Power’s reports on the financial statements as of and for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2021 and 2020 through the termination of services of Union Power on January 11, 2023, there were no “reportable events” as that term is defined in Item 16F(a)(1)(v) of Form 20-F.

During the two most recent fiscal years ended December 31, 2022 and 2021 and any subsequent interim period prior to engaging J&S, neither the Registrant nor anyone on its behalf consulted J&S regarding either (i) the application of accounting principles to any proposed or completed transaction, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report nor oral advice was provided to the Registrant that J&S concluded was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F) or a reportable event.

The press release is attached as Exhibit 99.1 to this Current Report on Form 6-K.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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All values are in Euros.

clwt_ex991.htm EXHIBIT 99.1

Euro Tech Holdings Company Limited Appoints J&S as Auditor for 2022

HONG KONG, January 17, 2023 -- Euro Tech Holdings Company Limited (“Euro Tech” or the “Company”) (NASDAQ: CLWT) announced today that it has appointed J&S Associate (“J&S”) as the independent registered public accounting firm to audit Euro Tech’s consolidated financial statements for the fiscal year ending December 31, 2022.

J&S is headquartered in Malaysia and will be subject to the inspection of the Public Company Accounting Oversight Board of the United States (PCAOB). The appointment of J&S has been approved by the Audit Committee and the Board of Directors of Euro Tech. Euro Tech’s engagement of J&S as independent auditor completes its process to identify and appoint an independent public accounting firm subject to inspection by the PCAOB, in order to enable Euro Tech to comply with provisions of the U.S. Holding Foreign Companies Accountable Act of 2020 (HFCAA).

Euro Tech expects that, upon issuance of consolidated financial statements for the fiscal year ended December 31, 2022 that have been audited by J&S, Euro Tech would no longer appear on the SEC’s “Conclusive list of issuers identified under the HFCAA,” and would no longer be subject to the related delisting guidelines of the HFCAA.

About J&S Associate

J&S is a Malaysia-based audit firm registered with Malaysian Institute of Accountants (MIA) and the PCAOB. The management team of J&S has approximately 25 years of experience in the financial world.

Forward-Looking Statements

This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by terms such as “will,” “expect,” “would,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” “in progress,” “goal,” “guidance expectations” and similar statements are identified. Forward-looking statements contained in this release relate to, among other things, the Company’s ongoing compliance with the HFCAA. Readers should not place undue reliance on such forward-looking statements, which are based upon the Company’s beliefs and assumptions as of the date of this release. The actual results could differ materially due to risk factors and other items described in more detail in the “Risk Factors” section of the Company’s Annual Reports and other filings filed with the U.S. Securities and Exchange Commission (the “SEC”) (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking statements to change. The Company specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.

For further information, please contact:

David Leung, CEO, or

Jerry Wong, CFO

Tel: 852-2814-0311

Fax: 852-2873-4887

Website: http://www.euro-tech.com