Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of July, 2001
Euro Tech Holdings Company Limited
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(Translation of registrant's name into English)
18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong
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(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 [ X ] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12G3-2(b):82-___________.
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Euro Tech Holdings Company Limited
Form 6-K, July, 2001
Page 2 of 2
Item 5. Other Events
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On July 9, 2001, Euro Tech Holdings Company Limited (the
"Registrant") sent its shareholders of record copies of its Annual
Report on Form 20-F (as filed with the Securities and Exchange
Commission on June 29, 2001) and a Notice of a Shareholders meeting to
be held on August 15, 2001 in Hong Kong and an Information Statement
with regard to that meeting.
Item 7. Financial Statements and Exhibits
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Exhibit - Notice of Annual Meeting of Shareholders and
Information Statement
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.
EURO TECH HOLDINGS COMPANY LIMITED
(Registrant)
Dated: July 11, 2001 By: /s/ T.C. Leung
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T.C. Leung, Chief Executive Officer
and Chairman of the Board
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Exhibit - 6K, July 2001
EURO TECH HOLDINGS COMPANY LIMITED
18/F Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
July 9, 2001
Dear Shareholder,
You are cordially invited to attend the annual meeting of
shareholders of Euro Tech Holdings Company Limited (the "Company")
which will be held on Wednesday, August 15, 2001 at 4:00 p.m., local
time, at Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong.
Only shareholders of record at 5:00 p.m. (New York time) on July
9, 2001 can vote at this meeting or any adjournments that may take
place.
At the meeting, we consider and act upon the re-election of seven
persons to serve on the Company's Board of Directors (the "Board of
Directors") and the ratification of the retention of the Company's
Auditors, Arthur Andersen & Co., for the fiscal year to end December
31, 2001.
In addition, we consider and vote upon a proposal to adjourn the
annual meeting of the shareholders if the Company's management should
determine in its sole discretion, at the time of the annual meeting,
that an adjournment is necessary to enable the Company to obtain
additional votes to secure a quorum or the approval of any of the
matters identified in the Notice of Annual Meeting of Shareholders
included with the attached Information Statement.
The Board of Directors recommends a vote "for" the re-election of
the seven incumbent directors, "for" the ratification of the Company's
Auditors, and "for" the proposal to adjourn the Annual Meeting of
Shareholders in the circumstances described above.
Included with this letter are an attached Notice of Annual
Meeting of Shareholders and Information Statement, as well as a copy
of the Company's annual report on Form 20-F for its fiscal year ended
December 31, 2000 (the "2000 Fiscal Year"), as filed with the United
States Securities and Exchange Commission.
Your vote is important and the Company management would greatly
appreciate your attendance at the annual meeting of shareholders.
However, we are not asking you for a proxy, and you are requested not
to send us a proxy.
On behalf of the Board of Directors, officers and employees of
Euro Tech Holdings Company Limited, I would like to thank you for your
continued interest and support. I look forward to seeing you at the
2001 annual meeting of shareholders and I sincerely hope you will be
able to attend.
Sincerely,
T.C. Leung
Chairman of the Board and
Chief Executive Officer
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EURO TECH HOLDINGS COMPANY LIMITED
18/F Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
July 9, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2001
To the Shareholders of Euro Tech Holdings Company Limited:
Notice is hereby given that the annual meeting of shareholders of
Euro Tech Holdings Company Limited (the "Company") will be held at the
Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday,
August 15, 2001 at 4:00 p.m., local time. The purpose of the meeting
is to:
1. elect seven persons on the Company's Board of Directors
until the next annual meeting of shareholders or until their
respective successors are duly elected and qualified as provided in
the Company's Memorandum and Articles of Association;
2. confirm and ratify the retention of Arthur, Andersen & Co.,
Hong Kong, as the Company's independent auditors for the fiscal year
to end December 31, 2001;
3. consider and vote upon a proposal to adjourn the annual
meeting if the Company's management should determine in its sole
discretion, at the time of the special annual meeting, that an
adjournment is necessary to enable it to solicit additional votes to
secure a quorum or the approval of any of the matters identified in
this Notice of Annual Meeting of Shareholders; and
4. transact any other business properly before the annual
meeting.
Only shareholders of record at 5:00 p.m. (New York time) on July
9, 2001, are entitled to receive notice of, and to vote at, the annual
meeting.
By Order of the Board of Directors
Jerry Wong, Secretary
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TABLE OF CONTENTS
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QUESTIONS AND ANSWERS ABOUT THE INFORMATION STATEMENT
AND ANNUAL MEETING............................................ 2
PROPOSAL 1: ELECTION OF DIRECTORS.................................. 4
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PROPOSAL 2: APPROVAL OF AUDITORS................................... 5
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PROPOSAL 3: ADJOURNMENT OF ANNUAL MEETING.......................... 6
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SHAREHOLDER PROPOSALS AND NOMINATIONS.............................. 6
FINANCIAL STATEMENTS............................................... 6
OTHER MATTERS...................................................... 6
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EURO TECH HOLDINGS COMPANY LIMITED
INFORMATION STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 15, 2001
July 9, 2001
The Board of Directors is not soliciting proxies for this Annual
Meeting of Shareholders.
The Board of Directors has set July 9, 2001 at 5:00 p.m. New York
time as the record date for the meeting. Shareholders who owned the
Company's Ordinary Shares on that date are entitled to attend and vote
at the meeting, with each share entitled to one vote. There were
2,481,838 Ordinary Shares of Company's outstanding on June 30, 2001.
This Information Statement, and the Company's 2000 annual report
on Form 20-F, are being mailed to shareholders on or about July 9,
2001.
The presence of a majority of the Ordinary Shares as of July 9,
2001, in person or represented by a proxy will constitute a quorum at
the 2001 Annual Meeting of Shareholders. The affirmative vote of a
majority of those shares represented at the meeting is necessary:
(1) for the election of the nominees as directors;
(2) for the ratification of the retention of the Company's
auditors for the fiscal year to end December 31, 2001; and
(3) to adjourn the annual meeting.
Pearl Ventures, Limited ("Pearl"), T.C. Leung and Regent Earning
Limited ("Regent") have indicated their intention to vote in favor of
the election of the proposed slate of directors and the ratification
of the retention of the Company's auditors for the fiscal year to end
December 31, 2001. Pearl, T.C. Leung and Regent own an aggregate of
approximately 1,244,669 of the Company's Ordinary Shares, representing
approximately 50.2% of the votes of the issued and outstanding
Ordinary Shares of the Company. T.C. Leung is the Chairman of the
Board and Chief Executive Officer of the Company. Pearl is a trust
established for Mr. Leung's benefit and Pearl is the majority
shareholder of Regent. The votes represented by these three
shareholders is sufficient to approve such election and ratification.
THEREFORE, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY. Shareholders are invited to attend the 2001 Annual
Meeting and can vote in person at that time.
In this Information Statement "we" and the "Company" mean Euro
Tech Holdings Company Limited.
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QUESTIONS AND ANSWERS ABOUT THE INFORMATION
STATEMENT AND ANNUAL MEETING
Q: WHY AM I RECEIVING THIS INFORMATION STATEMENT?
A: You are receiving an Information Statement from us because you
own Ordinary Shares of Euro Tech Holdings Company Limited. This
Information Statement describes issues on which we would like
you, as a shareholder, to vote. It also gives you information on
these issues so that you can make an informed decision.
Q: WHAT MATTERS WILL BE VOTED ON AT THE MEETING?
A: The re-election of the seven members of the Company's Board of
Directors, ratification of the Company's appointment of its
Auditors and a proposal to adjourn the annual meeting under
certain circumstances in the discretion of the Company's
management. We have described all of these matters more fully in
the attached Information Statement.
Q: HOW DO I VOTE?
A: You may vote in person at the annual meeting.
At the 2001 Annual Meeting, we will be passing out written
ballots to anyone who wants to vote at the meeting. Please note,
however, that if your shares are held in the name of your broker
(or in what is usually referred to as "street name"), you will
need to arrange to obtain a proxy from your broker in order to
vote in person at the meeting.
Q: IF I HOLD SHARES IN THE NAME OF A BROKER, WHO VOTES MY SHARES?
A: We provide each brokerage firm listed in our records as an owner
of our Ordinary Shares with a sufficient number of copies of this
Information Statement and the annual report so that the brokerage
firm can forward copies to the actual owners of the shares. If
you received this Information Statement from your broker, your
broker should have provided you with instructions for giving your
broker directions as to how to vote your shares. It will then be
your broker's responsibility to vote your shares for you in the
manner you direct.
Under the rules of various national and regional securities
exchanges, brokers may generally vote on routine matters, such as
the election of directors, a proposal to adjourn a meeting in the
discretion of the Company's management and ratification of the
appointment of auditors. Your broker will most likely be able to
vote on the proposals, but he will need to attend the meeting in
person to do so.
However, we encourage you to provide directions to your broker as
to how you want he or she to vote your shares on each of the
matters to be brought before the annual meeting. You should do
this by very carefully following the instructions your broker
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gives you concerning your broker's procedures. This ensures that
your shares will be voted at the meeting as you desire.
Q: HOW MANY VOTES DO WE NEED TO HOLD THE MEETING?
A: A majority of the shares that were outstanding and entitled to
vote as of the record date must be present in person or by proxy
at the meeting in order to hold the meeting and conduct business.
This is called a quorum.
Shares are counted as present at the meeting if the shareholder
either:
-- is present and votes in person at the meeting, or
-- has properly submitted a signed proxy form or other proxy.
Abstentions will be counted as present at the meeting. If a
present brokerage firm indicates that it does not have authority
to vote any of the shares held in its name on a particular
proposal, then those shares will not be considered "entitled to
vote" and will not be counted as present for purposes of
determining whether there is a quorum for consideration of that
proposal.
Q: WHAT OPTIONS DO I HAVE IN VOTING ON EACH OF THE PROPOSALS?
A: You may vote "for," "against, " or "abstain" on each of the
proposals or "withhold authority" as to the election of
directors.
Q: HOW MANY VOTES ARE NEEDED FOR APPROVAL OF EACH PROPOSAL?
A: For each director nominee to be elected to the Board of
Directors, each director nominee must receive the affirmative
vote of a simple majority of the votes of the shares entitled to
vote, were voted and did not withhold authority.
In order for the retention of the Company's auditors to be
approved the affirmative vote of a simple majority of the votes
of the shares entitled to vote, were voted and not abstained must
be obtained.
An abstention will have the same effect as a vote "against."
Broker non-votes will not be counted as entitled to vote and will
thus not count for purposes of determining whether or not a
quorum is present on the matter. So long as a quorum is present,
broker non-votes will have no effect on the outcome of a vote.
Q: HOW ARE VOTES COUNTED?
A: Voting results will be tabulated and certified by inspectors of
election appointed shortly before the annual meeting.
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Q: WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting, and
we may issue a press release announcing those results. We will
file a Report on Form 6-K to announce the results. We will file
that report with the Securities and Exchange Commission, and you
can get a copy by contacting the Securities and Exchange
Commission or through the SEC's EDGAR system on its home page at
www.sec.gov.
Q: WHO BEARS THE COST OF THE MEETING?
A: The Company will bear the cost of holding the annual meeting,
reproducing and mailing copies of this Information Statement and
the Company's annual report on Form 20-F.
PROPOSAL 1
ELECTION OF DIRECTORS
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At the annual meeting, seven directors will be elected to serve
until the next annual meeting of shareholders or until each of their
respective successors has been duly elected and qualified as provided in
the Memorandum and Articles of Association.
The Board of Directors has no reason to believe that any nominee
will be unable to serve.
VOTE REQUIREMENT
T.C. Leung, Jerry Wong, Nancy Wong, C.P. Kwan, Alex Sham, Y.K.
Liang and Ho Choi Chiu have been nominated for election to the Board of
Directors and each has consented to serve as such, if elected. Each of
the nominees who have been nominated for election as a director
commencing at the conclusion of the annual meeting, is currently a
director. In order to be elected, each such nominee must receive the
affirmative vote of a simple majority of the votes of the shares
entitled to vote thereon and were voted and not withholding authority.
THE FOLLOWING INFORMATION MAY BE FOUND IN THE INDICATED SECTIONS
OF THE COMPANY'S 2000 ANNUAL REPORT ON FORM 20-F WHICH IS BEING MAILED
TO OUR SHAREHOLDERS ON OR ABOUT THE DATE OF THIS INFORMATION STATEMENT.
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TYPE OF INFORMATION FORM 20-F REFERENCE
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Information Concerning the Directors Item 6A. Directors, Senior
and Executive Officers of the Company Management, and Employees
Executive Compensation Item 6B. Compensation
Compensation of Directors Item 6B. Compensation
Pension Plan Item 6B. Compensation
Employment Agreement - T.C. Leung Item 6B. Compensation
Certain Relationships Item 7B. Related Party
and Related Transactions Transactions
Voting Securities Item 7A. Major Shareholders
Item 10A. Share Capital,
and Principal Shareholders
Item 10B. Memorandum and
Articles of Association,
Option Plans Item 6B. Compensation
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT IS NOT REQUIRED
As a consequence of the Company being a foreign private issuer of
securities, directors, officers and beneficial owners of more than 10
percent of the outstanding Ordinary Shares of the Company are not
required to file with the SEC reports on Forms 3, 4 and 5 reflecting
certain changes in their beneficial ownership of the Company's
Ordinary Shares.
PROPOSAL 2
APPROVAL OF AUDITORS
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The Board of Directors has selected Arthur Andersen & Co., Hong
Kong, a certified public accounting firm, as independent auditors of
the Company's financial statements for its fiscal year 2001 to end
December 31, 2001. A representative of Arthur Andersen & Co., Hong
Kong is expected to be present at the annual meeting and will have an
opportunity to make a statement if he desires to do so. The
representative is expected to be available to respond to appropriate
questions.
The members of the Board of Directors recommend that the
shareholders vote "for" the proposal to approve Arthur Andersen & Co.,
Hong Kong as the Company's auditors for its fiscal year ending
December 31, 2001.
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PROPOSAL 3
ADJOURNMENT OF ANNUAL MEETING
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In the event that the number of shares present, in a person or by
proxy, at the annual meeting is insufficient to constitute a quorum or
to approve any of the matters identified in the notice of meeting for
the annual meeting, the Board of Directors may decide to adjourn the
annual meeting to permit solicitation of votes. If the annual meeting
is adjourned, no further notice of the time and place of the adjourned
meeting is required to be given to the Company's shareholders other
than an announcement of such time and place at the annual meeting;
provided, however, that if the date of any adjourned meeting is more
than 30 days after the date for which the meeting was originally
noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting
will be given.
The Board of Directors recommends a vote "for" the proposal to
adjourn the meeting. The affirmative vote of a simple majority of the
vote of the shares entitled to vote, were voted and did not abstain is
required to approve this proposal.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any shareholder proposals intended to be considered for
presentation at the 2001 annual meeting and for inclusion in the 2002
proxy or information statement must be made in writing and received by
the Corporate Secretary at the Company's principal executive offices
by April 1, 2002. The Company will consider only proposals meeting the
requirements of the rules of the Securities and Exchange Commission.
Shareholders are urged to review these rules and, if questions arise,
consult their own legal counsel before submitting a proposal to the
Company.
Recommendations by shareholders for directors to be nominated at
the 2002 annual meeting must be made in writing, with sufficient
biographical and other relevant information such that an informed
judgment as to the proposed nominee's qualifications can be made and
be accompanied by a notarized written consent to be named in the Proxy
Statement, if nominated, and to serve as a director, if elected,
executed by the proposed nominee. Recommendations received in proper
order by the Corporate Secretary at the Company's principal executive
office at least four months prior to the 2002 annual meeting will be
referred to, and considered by, the Company's Board of Directors. No
shareholder recommendations were received before the 2001 annual
meeting.
FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its
subsidiaries are contained in the Company's 20-F which is being
delivered to you with this Information Statement.
OTHER MATTERS
The Board of Directors is not currently aware of any other matter
to be transacted at the annual meeting.
EuroT\ls1937
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