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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-16 · 143 added, 422 removed, 34 unchanged (94% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Disclosure controls and procedures are

the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by us

in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be

disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including

our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

Our management recognizes that any controls and procedures, no matter how well designed and operated, can only provide

reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the possible

controls and procedures.

Our management has evaluated, with the

participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls

and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end

of the period covered by this report.

Based upon that evaluation, our management, including our principal executive officer and

principal financial officer, has concluded that, as of the end of the period covered by this report, the Company’s disclosure

controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

Management’s

Annual Report on Internal Control Over Financial Reporting

MANAGEMENT’S REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

Company management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the possible controls and procedures.

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our management, including our principal executive officer and principal financial officer, has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected

by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles in the United States of America and includes those policies and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the

provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being

made only in accordance with authorizations of management and Directors of the Company;

provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

Because of inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness

of the Company’s internal control over financial reporting as of December 31, 2019.

In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated

Framework (2013) .

SEC guidance regarding the reporting

of internal control over financial reporting in connection with an acquisition provides that management may omit an assessment

of an acquired business’

internal control over financial reporting from management’s assessment of internal control

over financial reporting for a period not to exceed one year from the date of acquisition.

Furthermore, an assessment may not be

omitted from more than one annual management report on internal control over financial reporting.

PERC Water Corporation, in which

the Company acquired a 51% ownership interest on October 24, 2019, is included in the Company’s 2019 consolidated financial

statements and represents 6.3% of total assets as of December 31, 2019 and 2.0% of total revenue for the year then ended.

Pursuant to the previously mentioned SEC guidance, management’s assessment of the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2019 did not include PERC.

Management’s assessment of the effectiveness

of the Company’s internal control over financial reporting as of December 31, 2020 will include the internal controls

over financial reporting of PERC.

Based on our assessment, management

has concluded that, as of December 31, 2019, the Company’s internal control over financial reporting was effective

at the reasonable assurance level.

The Company’s independent

registered public accounting firm, Marcum LLP, has issued a report on the effectiveness of the Company’s internal control

over financial reporting.

Their report appears in ITEM 9A(b).

Report of the Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Board of Directors and Stockholders of

Consolidated Water Co.

Opinion on Internal Control

over Financial Reporting

We have audited Consolidated Water Co.,

Ltd.’s (the “Company”) internal control over financial reporting as of December 31, 2019, based on criteria established

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December

31, 2019, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with

the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance

sheets as of December 31, 2019 and 2018 and the related consolidated statements of income, shareholders’

equity, and cash

flows and the related notes for each of the two years in the period ended December 31, 2019 of the Company, and our report dated

March 13, 2020 expressed an unqualified opinion, which included an emphasis of a matter regarding the adoption of a new accounting

standard, on those financial statements.

Explanatory Paragraph –

As described in “Management’s

Annual Report on Internal Control over Financial Reporting”, management has excluded it’s 51% owned subsidiary, PERC

Water Corporation, from its assessment of internal control over financial reporting as of December 31, 2019 because this entity

was acquired by the Company in a purchase business combination during October 2019.

We have also excluded PERC Water Corporation

from our audit of internal control over financial reporting.

This subsidiary’s combined total assets and total revenues represent

approximately 6.3% and 2.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended

December 31, 2019.

Basis for Opinion

The Company's management is responsible

for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control

over financial reporting, included in the accompanying “Management Annual Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over

financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that

our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal

Control over Financial Reporting

A company’s internal control over

financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

Because of the inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree

of compliance with the policies or procedures may deteriorate.

Fort Lauderdale, Florida

March 13, 2020

in Internal Control Over Financial Reporting

There were no changes in the Company’s

internal control over financial reporting identified in connection with the evaluation of such internal control that occurred

during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the

Company’s internal control over financial reporting.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

Information required by this item with

respect to our Directors and the nomination process is contained in the proxy statement for our 2020 Annual Meeting of Shareholders

to be filed with the SEC (the “Proxy Statement”) under the heading “Proposal 1 - Election of Group II Directors”

and is incorporated by reference in this Annual Report.

Information required by this item with

respect to our Executive Officers is set forth in the Proxy Statement under the heading “Executive Officers.”

Information required by this item with

respect to our audit committee and our audit committee financial expert is contained in the Proxy Statement under the heading

“Proposal 1 - Election of Group II Directors - Committees of the Board of Directors - Audit Committee”

and is incorporated

by reference in this Annual Report.

Information required by this item with

respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Executive

Compensation - Delinquent Section 16(a) Reports”

and is incorporated by reference in this Annual Report.

The Board of Directors has adopted a Code

of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s Directors, Officers (including

the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and employees.

Information related

to the Code is contained in the Proxy Statement under the heading “Proposal 1 - Election of Group II Directors - Governance

of the Company”

and is incorporated by reference in this Annual Report.

We intend to disclose future amendments

to certain provisions of the Code, or waivers of such provisions granted to Executive Officers and Directors, on our website within

four business days following the date of such amendment or waiver.

Management’s Annual Report on Internal Control Over Financial Reporting

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company;

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) .

Based on our assessment, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this item with respect to our Directors and the nomination process is contained in the proxy statement for our 2021 Annual Meeting of Shareholders to be filed with the SEC (the “Proxy Statement”) under the heading “Proposal 1 - Election of Group III Directors” and is incorporated by reference in this Annual Report.

Information required by this item with respect to our Executive Officers is set forth in the Proxy Statement under the heading “Executive Officers.”

Information required by this item with respect to our audit committee and our audit committee financial expert is contained in the Proxy Statement under the heading “Proposal 1 - Election of Group III Directors - Committees of the Board of Directors - Audit Committee” and is incorporated by reference in this Annual Report.

Information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Executive Compensation - Delinquent Section 16(a) Reports” and is incorporated by reference in this Annual Report.

The Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s Directors, Officers (including the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and employees.

Information related to the Code is contained in the Proxy Statement under the heading “Proposal 1 - Election of Group III Directors - Governance of the Company” and is incorporated by reference in this Annual Report.

We intend to disclose future amendments to certain provisions of the Code, or waivers of such provisions granted to Executive Officers and Directors, on our website within four business days following the date of such amendment or waiver.

EXECUTIVE COMPENSATION

Information required by this item with

respect to executive compensation and director compensation is contained in the Proxy Statement under the heading “Executive

Compensation”

and is incorporated by reference in this Annual Report.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item with

respect to security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading

“Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters”

and is incorporated

by reference in this Annual Report.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item with

respect to such contractual relationships and director independence is contained in the Proxy Statement under the headings “Executive

Compensation - Transactions With Related Persons”

and is incorporated by reference in this Annual Report.

PRINCIPAL ACCOUNTING FEES

Information with respect to principal

accounting fees and services are contained in the Proxy Statement under the heading “Proposal 3 Ratification of the Selection

of Independent Accountants - Principal Accounting Fees and Services”

and is incorporated by reference in this Annual Report.

Information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the heading “Executive Compensation” and is incorporated by reference in this Annual Report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item with respect to security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters” and is incorporated by reference in this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item with respect to such contractual relationships and director independence is contained in the Proxy Statement under the headings “Executive Compensation - Transactions With Related Persons” and is incorporated by reference in this Annual Report.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information with respect to principal accounting fees and services are contained in the Proxy Statement under the heading “Proposal 3 Ratification of the Selection of Independent Accountants - Principal Accounting Fees and Services” and is incorporated by reference in this Annual Report.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

1 unchanged sentence

The Consolidated Water Co.

statements found in ITEM 8.

Financial statements found in ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA are incorporated herein by reference.

Financial Statement Schedules

The Exhibits listed in the Exhibit Index

immediately preceding the Signatures are filed as part of this Annual Report on Form 10-K.

The Exhibits listed in the Exhibit Index immediately preceding the Signatures are filed as part of this Annual Report on Form 10-K.

CONSOLIDATED WATER CO.

1 unchanged sentence

Exhibit Description

and Restated Memorandum of Association of Consolidated Water Co.

dated May 14, 2008 (incorporated

by reference to Exhibit 3.1 filed as part of our Form 8-K filed June 6, 2008, Commission File No.

and Restated Articles of Association of Consolidated Water Co.

dated May 10, 2006 (incorporated by

reference to Exhibit 4.2 filed as part of our Form F-3 filed October 12, 2006, Commission File No.

to Articles of Association of Consolidated Water Co.

dated May 11, 2007 (incorporated by reference

to Exhibit 3.1 filed as part of our Form 8-K filed May 14, 2007, Commission File No.

to Articles of Association of Consolidated Water Co.

dated May 26, 2009 (incorporated by reference

to Exhibit 3.1 filed as part of our Form 8-K filed May 27, 2009, Commission File No.

Amended and Restated Memorandum of Association of Consolidated Water Co.

dated May 14, 2008 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed June 6, 2008, Commission File No.

Amended and Restated Articles of Association of Consolidated Water Co.

dated May 10, 2006 (incorporated by reference to Exhibit 4.2 filed as part of our Form F-3 filed October 12, 2006, Commission File No.

Amendment to Articles of Association of Consolidated Water Co.

dated May 11, 2007 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 14, 2007, Commission File No.

Amendment to Articles of Association of Consolidated Water Co.

dated May 26, 2009 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 27, 2009, Commission File No.

Description of Securities

License Agreement dated July 11, 1990 between Cayman Water Company

Limited and the Government of the Cayman Islands (incorporated herein by reference to the exhibit filed as a part of our Form

20-F dated December 7, 1994, Commission File No.

First Amendment to License Agreement dated September 18, 1990

between Cayman Water Company Limited and the Government of the Cayman Islands.

(incorporated herein by reference to the exhibit

filed as a part of our Form 20-F dated December 7, 1994, Commission File No.

Second Amendment to License Agreement dated February 14, 1991

between Cayman Water Company Limited and the Government of the Cayman Islands.

(incorporated herein by reference to the exhibit

filed as a part of our Form 20-F dated December 7, 1994, Commission File No.

Amendment to a License to Produce Potable Water dated August 15, 2001 between Consolidated Water Co.

by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.4 filed as a part of our

Form 10-K for the fiscal year ended December 31, 2001, Commission File No.

Amendment to a License to Produce Potable Water dated February 1, 2003 between Consolidated Water Co.

by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.5 filed as a part

our Form 10-K for the fiscal year ended December 31, 2002, Commission File No.

to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10 filed as a part of our Form 8-K filed

July 23, 2010, Commission File No.

to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and

the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form

10-Q for the second quarter ended June 30, 2012, Commission File No.

to License Agreement dated December 31, 2012 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K

filed March 4, 2013, Commission File No.

to License Agreement dated April 24, 2013 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1.9 filed as a part of our Form 10-K

for the fiscal year ended December 31, 2013, Commission File No.

to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1.10 filed as a part of our Form 10-K

for the fiscal year ended December 31, 2013, Commission File No.

to License Agreement dated June 30, 2014 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed July 14, 2014,

Commission File No.

to License Agreement dated January 20, 2015 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1.12 filed as a part of our Form 10-K

for the fiscal year ended December 31, 2014, Commission File No.

to License Agreement dated August 5, 2015 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated herein by reference to Exhibit 10.1.13 filed as a part of our Form 10-K

for the fiscal year ended December 31, 2015, Commission File No.

to License Agreement dated April 11, 2016 between the Government of the Cayman Islands and Cayman

Water Company Limited (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the

fiscal quarter ended June 30, 2016, Commission File No.

Water Supply Agreement dated December 18, 2000 between Consolidated

License Agreement dated July 11, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No.

First Amendment to License Agreement dated September 18, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands.

(incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No.

Second Amendment to License Agreement dated February 14, 1991 between Cayman Water Company Limited and the Government of the Cayman Islands.

(incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No.

Third Amendment to a License to Produce Potable Water dated August 15, 2001 between Consolidated Water Co.

by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.4 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No.

Exhibit Description

Fourth Amendment to a License to Produce Potable Water dated February 1, 2003 between Consolidated Water Co.

by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No.

Amendment to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10 filed as a part of our Form 8-K filed July 23, 2010, Commission File No.

Amendment to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 10-Q for the second quarter ended June 30, 2012, Commission File No.

Amendment to License Agreement dated December 31, 2012 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed March 4, 2013, Commission File No.

Amendment to License Agreement dated April 24, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.9 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Amendment to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.10 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Amendment to License Agreement dated June 30, 2014 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed July 14,2014, Commission File No.

Amendment to License Agreement dated January 20, 2015 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.12 filed as a part of our Form 10-K for the fiscal year ended December 31, 2014, Commission File No.

Amendment to License Agreement dated August 5, 2015 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.13 filed as a part of our Form 10-K for the fiscal year ended December 31, 2015, Commission File No.

Amendment to License Agreement dated April 11, 2016 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal quarter ended June 30, 2016, Commission File No.

Water Supply Agreement dated December 18, 2000 between Consolidated Water Co.

and South Bimini International Ltd.

(incorporated herein by reference to Exhibit 10.2 filed as a part of our

Form 10-K for the fiscal year ended December 31, 2000, Commission File No.

contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.18 filed as a part of our Form 10-K for the

fiscal year ended December

31, 2003, Commission File No.

of Engagement Agreement dated September 14, 2007 between Frederick W.

McTaggart and Consolidated

(incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed September 19,

2007, Commission File No.

(incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 10-K for the fiscal year ended December 31, 2000, Commission File No.

Employment contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.18 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No.

Amendment of Engagement Agreement dated September 14, 2007 between Frederick W.

McTaggart and Consolidated

(incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed September 9, 2009,

Commission File No.

Agreement dated January 15, 2008 between David Sasnett and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed January 22, 2008, Commission

contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.11 filed as part of our Form 10-K for the fiscal year ended December

31, 2008, Commission File No.

Amendment to Employment Contract dated March 29, 2017 between Ramjeet Jerrybandan and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.2 filed as part of our Form 8-K filed April 4,2017, Commission File No.

Agreement dated July 12, 2011 between John Tonner and Consolidated Water Co.

(incorporated herein

by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 5, 2011, Commission File No.

and Restated Engagement Agreement dated March 29, 2017 between John Tonner and Consolidated Water

(incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed April 4, 2017, Commission

contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.11 filed as part of our Form 10-K for the fiscal year ended December

31, 2008, Commission File No.

Specimen Service Agreement between Cayman Water

Company Limited and consumers (incorporated herein by reference to the exhibit filed as part of our Registration Statement

on Form F-1 dated March 26, 1996)

Share Grant Plan for Directors (incorporated herein by reference to Exhibit 10.24 filed as part of our Registration Statement

on Form F-2 dated May 17, 2000, Commission File No.

Share Option Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of our Form 10-K for

the fiscal year ended December 31, 2001, Commission File No.

Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal

quarter ended September 30, 2008, Commission File No.

dated February 1, 2002 between Consolidated Water Co.

and Cayman Hotel and Golf Inc.

(incorporated

herein by reference to Exhibit 10.31 filed as a part of our Form 10-K for the fiscal year ended December

31, 2001, Commission File No.

dated December 10, 2001 between Cayman Hotel and Golf Inc.

and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December

31, 2001, Commission File No.

McTaggart and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed September 19, 2007, Commission File No.

Exhibit Description

Third Amendment of Engagement Agreement dated September 9, 2009 between Frederick W.

McTaggart and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed September 10, 2009, Commission File No.

Engagement Agreement dated January 15, 2008 between David Sasnett and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed January 22, 2008, Commission File No.

Employment contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.11 filed as part of our Form 10-K for the fiscal year ended December 31, 2008, Commission File No.

First Amendment to Employment Contract dated March 29, 2017 between Ramjeet Jerrybandan and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.2 filed as part of our Form 8-K filed April 4,2017, Commission File No.

Engagement Agreement dated July 12, 2011 between John Tonner and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 5, 2011, Commission File No.

Amended and Restated Engagement Agreement dated March 29, 2017 between John Tonner and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed April 4, 2017, Commission File No.

Specimen Service Agreement between Cayman Water Company Limited and consumers (incorporated herein by reference to the exhibit filed as part of our Registration Statement on Form F-1 dated March 26, 1996)

Summary Share Grant Plan for Directors (incorporated herein by reference to Exhibit 10.24 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No.

Employee Share Option Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No.

2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal quarter ended September 30, 2008, Commission File No.

Agreement dated February 1, 2002 between Consolidated Water Co.

and Scotiabank (Cayman Islands) Ltd.

(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K dated February 13, 2003, Commission

Agreement dated May 25, 2005 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 99.1 filed as a part of our Form 8-K dated June 1, 2005, Commission File

Agreement dated August 24, 2007 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated herein

by reference to Exhibit 10.31.2 filed as a part of our Form 10-K for the fiscal year ended December 31, 2009, Commission File

Debenture Agreement dated March 14, 2008 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated

herein by reference to Exhibit 10.31.3 filed as a part of our Form 10-K for the fiscal year ended December 31, 2009, Commission

Amending Debenture Agreement dated February 18, 2009 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.31.4 filed as a part of our Form 10-Kin the fiscal year ended December 31,

2009, Commission File No.

Loan Agreement dated August 20, 2009 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated herein

by reference to Exhibit 10.31.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2009, Commission File

Loan Agreement dated February 10, 2010 between Ocean Conversion (BVI), Ltd.

and Consolidated Water Co.

(incorporated herein

by reference to Exhibit 10.31.6 filed as a part of our Form 10-K for the fiscal year ended December 31, 2009, Commission File

Deed dated August 4, 2006 between Consolidated Water Co.

and Dextra Bank & Trust Co.

(incorporated

herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 9, 2006, File No.

Agreement dated August 4, 2006 between Consolidated Water Co.

and Scotiatrust and Merchant

Bank Trinidad & Tobago Limited (incorporated herein by reference to Exhibit 10.2 filed as a part of our

Form 8-K filed August 9, 2006, File No.

of Second Debenture dated August 4, 2006 between Consolidated Water Co.

and Dextra Bank & Trust

(incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 8-K filed August 9, 2006,

of Second Collateral Debenture dated August 4, 2006 between Cayman Water Company Limited and Dextra

Bank & Trust Co.

(incorporated herein by reference to Exhibit 10.6 filed as a part of our Form 8-K filed

August 9, 2006, File No.

Charge of Shares dated August 4, 2006 between Consolidated Water Co.

and Dextra Bank & Trust

(incorporated herein by reference to Exhibit 10.7 filed as a part of our Form 8-K filed August 9, 2006,

Intercreditor

Deed dated August 4, 2006 among Scotiabank & Trust (Cayman) Ltd., Dextra Bank & Trust Co.

Consolidated Water Co.

and Cayman Water Company Limited (incorporated herein by reference to Exhibit

10.8 filed as a part of our Form 8-K filed August 9, 2006, File No.

Islands Collateral Charge, West Bay Beach South Property, Block 12D, Parcel 79REM1/2 (incorporated herein

by reference to Exhibit 10.9 filed as a part of our Form 8-K filed August 9, 2006, File No.

Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 40 (incorporated herein by reference

to Exhibit 10.10 filed as a part of our Form 8-K filed August 9, 2006, File No.

Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 8 (incorporated herein by reference

to Exhibit 10.11 filed as a part of our Form 8-K filed August 9, 2006, File No.

Islands Collateral Charge, West Bay North East, Block 9A, Parcel 8 (incorporated herein by reference to

Exhibit 10.12 filed as a part of our Form 8-K filed August 9, 2006, File No.

Islands Collateral Charge, West Bay North East, Block 9A, Parcel 469 (incorporated herein by reference to

Exhibit 10.13 filed as a part of our Form 8-K filed August 9, 2006, File No.

Agreement dated as of October 4, 2006, by and between Royal Bank of Canada and Consolidated Water (Bahamas)

(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed October 6,

2006, File No.

10.29.1&dagger;

of Agreement for Desalinated Water Supply dated May 2005 among Water and Sewerage Corporation, Consolidated

and Consolidated Water (Bahamas) Limited (incorporated herein by reference to Exhibit

10.1 filed as a part of our Form 8-K filed February 4, 2011, File No.

10.29.2&dagger;

of Acceptance dated January 25, 2011 (effective January 31, 2011) between Water and Sewerage Corporation

and Cayman Hotel and Golf Inc.

(incorporated herein by reference to Exhibit 10.31 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No.

Lease dated December 10, 2001 between Cayman Hotel and Golf Inc.

and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.2 filed as a part of our

Form 8-K filed February 4, 2011, File No.

10.29.3&dagger;

letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by

reference to Exhibit 10.3 filed as a part of our Form 8-K filed February 4, 2011, File No.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein

by reference to Exhibit 10.32.1 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013,

Commission File No.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated

herein by reference to Exhibit 10.32.2 filed as a part of our Form 10-K for the fiscal year ended December

31, 2013, Commission File No.

Index to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated

herein by reference to Exhibit 10.32.3 filed as a part of our Form 10-K for the fiscal year ended December

31, 2013, Commission File No.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated

herein by reference to Exhibit 10.32.4 filed as a part of our Form 10-K for the fiscal year ended December

31, 2013, Commission File No.

Public-Private

Partnership Contract dated August 22, 2016 among Aguas de Rosarito S.A.P.I.

de C.V., the State Water

Commission of Baja California, the Government of Baja California represented by the Secretary of Planning and

Finance, and the Public Utilities Commission of Tijuana.

(incorporated herein by reference to Exhibit 10.1 to be

filed as a part of our Amendment No.

(incorporated herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No.

Form of Agreement for Desalinated Water Supply dated May 2005 among Water and Sewerage Corporation, Consolidated Water Co.

and Consolidated Water (Bahamas) Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed February 4, 2011, File No.

Letter of Acceptance dated January 25, 2011 (effective January 31, 2011) between Water and Sewerage Corporation and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed February 4, 2011, File No.

Exhibit Description

Proposal letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by reference to Exhibit 10.3 filed as a part of our Form 8-K filed February 4, 2011, File No.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.1 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Appendix to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.2 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Exhibit Index to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.3 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Exhibits to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.4 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Public-Private Partnership Contract dated August 22, 2016 among Aguas de Rosarito S.A.P.I.

de C.V., the State Water Commission of Baja California, the Government of Baja California represented by the Secretary of Planning and Finance, and the Public Utilities Commission of Tijuana.

(incorporated herein by reference to Exhibit 10.1 to be filed as a part of our Amendment No.

1 to Form 8-K filed August 26, 2016, File No.

of the Registrant

of Marcum LLP - Consolidated Water Co.

Certification

by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Chief Executive

Officer pursuant to 18 U.S.C.

Letter dated June 29, 2020 from the Director General of the Comisión Estatal del Agua de Baja California to Aguas de Rosarito, S.A.P.I.

(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed July 6, 2020, File No.

Subsidiaries of the Registrant

Consent of Marcum LLP - Consolidated Water Co.

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

Certification

by the Chief Financial Officer pursuant to 18 U.S.C.

Certification by the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

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a management contract or compensatory plan.

of these Exhibits have been omitted pursuant to a request for confidential treatment.

Pursuant to the requirements of Section 13

or 15(d) 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.

of the Board of Directors

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* Indicates a management contract or compensatory plan.

** Filed herewith.

† Portions of these Exhibits have been omitted pursuant to a request for confidential treatment.

Pursuant to the requirements of Section 13 or 15(d) 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.

CONSOLIDATED WATER CO.

/s/ Wilmer F.

Chairman of the Board of Directors

March 31, 2021

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Wilmer F.

Chairman of the Board of Directors

March 31, 2021

/s/ Frederick W.

Director, Chief Executive Officer and President

March 31, 2021

(Principal Executive Officer)

Executive Vice President & Chief Financial Officer

March 31, 2021

(Principal Financial and Accounting Officer)

Beidler-D’Aguilar

/s/ Linda Beidler-D’Aguilar

March 31, 2021

Linda Beidler-D’Aguilar

March 31, 2021

/s/ Carson K.

March 31, 2021

/s/ Richard L.

March 31, 2021

/s/ Clarence B.

March 31, 2021

/s/ Leonard J.

March 31, 2021

/s/ Raymond Whittaker

March 31, 2021

Raymond Whittaker

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures