Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of July 2003
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
- -----------------------------------------------------------------
(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-.
Euro Tech Holdings Company Limited
Form 6-K, July 2003
Page 2 of 2
Item 5. Other Events
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On July 16, 2003, 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 27, 2003) and a Notice of its Annual
Meeting of Shareholders to be held on August 13, 2003 in Hong
Kong and a Proxy Statement with regard to that meeting.
Item 7. Financial Statements and Exhibits
- -------------------------------------------
Exhibit - Notice of Annual Meeting of Shareholders, Proxy
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 17, 2003 By: /s/T.C. Leung
---------------------------------
T.C. Leung, Chief Executive
Officer and Chairman of the Board
EURO TECH HOLDINGS COMPANY LIMITED
18/F Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
July 16, 2003
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Euro Tech Holdings Company Limited which will be
held on August 13, 2003 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 16, 2003 can vote at this meeting or any adjournments that
may take place.
At the meeting, we will be asking you to re-elect eight
persons to serve on the Company's Board of Directors, and ratify
the retention of the Company's auditors for the fiscal year to
end December 31, 2003.
In addition, you will be asked to 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 annual meeting, that an adjournment is necessary to enable
it to solicit additional proxies to secure a quorum or the
approval of any of the matters identified in the notice of
meeting included with this proxy statement.
The Board of Directors recommends a vote "for" the re-
election of its eight directors and "for" the ratification of the
Company's auditors, and "for" the proposal to adjourn the annual
meeting in the circumstances described above.
Included with this letter are an attached notice of meeting
and proxy statement, as well as a proxy form and copy of the
Company's annual report on Form 20F for its fiscal year ended
December 31, 2002 (the "2002 Fiscal Year"), as filed with the
Securities and Exchange Commission.
Your vote is important. Whether or not you plan to attend
the annual meeting and regardless of the size of your holdings,
we encourage you to sign, date, and mail the enclosed proxy form
in the envelope provided. Your right to vote in person at the
meeting is not affected by returning the proxy form.
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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.
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 16, 2003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 2003
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
August 13, 2003 at 4:00 p.m., local time. The purpose of the
meeting is to:
1. elect eight persons to 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 Pricewaterhouse
Coopers, Hong Kong, as the Company's independent auditors for the
fiscal year to end December 31, 2003;
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 annual meeting, that an
adjournment is necessary to enable it to solicit additional
proxies to secure a quorum or the approval of any of the matters
identified in this notice of meeting; and
4. transact any other business properly before the annual
meeting.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY FORM AND
RETURN IT PROMPTLY TO THE COMPANY IN THE ENVELOPE PROVIDED.
RETURNING THE PROXY FORM WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Jerry Wong, Secretary
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND ANNUAL
MEETING....................................................... 4
PROPOSAL 1.................................................... 8
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ELECTION OF DIRECTORS......................................... 8
VOTE REQUIREMENT............................................ 8
THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY......... 8
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT IS NOT
REQUIRED.................................................. 9
PROPOSAL 2....................................................10
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APPROVAL OF AUDITORS..........................................10
PROPOSAL 3....................................................10
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ADJOURNMENT OF ANNUAL MEETING.................................10
SHAREHOLDER PROPOSALS AND NOMINATIONS.........................11
FINANCIAL STATEMENTS..........................................11
OTHER MATTERS.................................................11
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EURO TECH HOLDINGS COMPANY LIMITED
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 2003
July 16, 2003
The Board of Directors is soliciting proxies for this annual
meeting of shareholders. This proxy statement contains important
information for you to consider when deciding how to vote on the
matters brought before the meeting. PLEASE READ IT CAREFULLY.
The Board has set July 16, 2003 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 3,064,151 Ordinary
Shares of Company's issued and outstanding on June 30, 2003.
Voting materials, which include the proxy statement, proxy form,
and the Company's 2002 annual report on Form 20F, are being
mailed to shareholders on or about July 16, 2003.
In this proxy statement:
- - "we" and the "Company" mean Euro Tech Holdings Company Limited.
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QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND ANNUAL
MEETING
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY FORM?
A: You are receiving a proxy statement and proxy form from us
because you own Ordinary Shares of Euro Tech Holdings
Company Limited. This proxy 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.
When you sign the proxy form, you appoint T.C. Leung and
Jerry Wong as your representatives at the meeting. T.C.
Leung and Jerry Wong will vote your shares, as you have
instructed them in the proxy form, at the meeting. This way,
your shares will be voted whether or not you attend the
annual meeting. Even if you plan to attend the meeting, it
is a good idea to complete, sign and return your proxy form
in advance of the meeting just in case your plans change.
If you have signed and returned the proxy form and an issue
comes up for a vote at the meeting that is not identified on
the proxy form, T.C. Leung and Jerry Wong will vote your
shares, under your proxy, in accordance with their best
judgment.
Q: WHAT MATTERS WILL BE VOTED ON AT THE MEETING?
A: You are being asked to vote on the re-election of eight
members and 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 proxy statement.
Q: HOW DO I VOTE?
A: You may vote either by mail or in person at the annual
meeting. To vote by mail, complete and sign the enclosed
proxy form and mail it in the enclosed, prepaid addressed
envelope. If you mark your proxy form to indicate how you
want your shares voted on each proposal, your shares will be
voted as you instruct.
If you sign and return your proxy form but do not mark the
form to provide voting instructions, the shares represented
by your proxy form will be voted "for" the election of eight
persons as the Company's directors, "for" the ratification
of the Company's auditors and "for" the proposal to adjourn
the annual meeting under certain circumstances in the
discretion of the Company's management.
If you want to vote in person, please come to the 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.
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Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY FORM?
A: It means that you have multiple holdings reflected in our
stock transfer records and/or in accounts with stockbrokers.
Please sign and return ALL proxy forms to ensure that all
your shares are voted.
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 proxy statement and annual report so that the
brokerage firm can forward copies to the actual owners of
the shares. If you received this proxy 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, but cannot vote
on non-routine matters unless they have received voting
instructions from the person for whom they are holding
shares. Thus, if you do not give your broker instructions as
to how to vote your shares, your broker will most likely be
able to vote on the proposals to elect directors, ratify the
appointment of our auditors and to adjourn the annual
meeting in the discretion of the Company's management.
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 gives you concerning your broker's procedures. This
ensures that your shares will be voted at the meeting.
Q: WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
A: If you hold your shares in your own name, you may revoke
your proxy and change your vote at any time before the polls
close at the meeting. You may do this by:
-- signing another proxy with a later date and returning
that proxy to the Company,
-- sending notice to the Company that you are revoking
your proxy, or
-- voting in person at the annual meeting.
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You should send any later dated proxy or notice of
revocation to: Euro Tech Holdings Company Limited, c/o Euro
Tech (Far East) Ltd., 18/F Gee Chang Hong Centre, 65 Wong
Chuk Hang Road, Hong Kong, Attention: Jerry Wong, Secretary.
If you hold your shares in the name of your broker, you will
need to contact your broker to revoke your proxy.
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
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 engagement 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.
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Q: HOW ARE VOTES COUNTED?
A: Voting results will be tabulated and certified by our
transfer agent, American Stock Transfer & Trust Company.
Q: WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting.
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.
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Q: WHO BEARS THE COST OF SOLICITING PROXIES?
A: The Company will bear the cost of soliciting proxies. In
addition to solicitations by mail, officers, directors, or
employees of the Company or its subsidiaries may solicit
proxies in person or by telephone. These persons will not
receive any special or additional compensation for
soliciting proxies. The Company also reimburses brokerage
houses and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses for forwarding proxy
and solicitation materials to shareholders.
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PROPOSAL 1
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ELECTION OF DIRECTORS
At the annual meeting, eight 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.
Unless otherwise indicated on the proxy, votes pursuant to
the accompanying proxy will be cast for the election of the
nominees on the proxy, provided that, if any of the nominees
named below shall become unavailable to serve as a director prior
to the meeting, the shares represented by valid proxies shall be
voted for the election of such other person as the Board may
recommend in his or her place, or the number of directors to be
elected shall be decreased. 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, Ho Choi Chiu and Wang Xu Hong, 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 has 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 enclosed proxy gives shareholders the option to vote
for, against or withhold authority to vote for all director
nominees as a group.
THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The Current Directors and Executive Officers of the Company are
as follows:
Name Age Position
---- --- --------
T.C. Leung 59 Chairman of the Board of Directors
and Chief Executive Officer
Jerry Wong 44 Director and Chief Financial Officer
Nancy Wong 54 Director
C.P. Kwan 44 Director
Alex Sham 39 Director
Y.K. Liang 73 Director
Ho Choi Chiu 71 Director
Wang Xu Hong 36 Director
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THE FOLLOWING INFORMATION MAY BE FOUND IN THE INDICATED
SECTIONS OF THE COMPANY'S 2002 ANNUAL REPORT ON FORM 20-F WHICH
IS BEING MAILED TO OUR SHAREHOLDERS ON OR ABOUT THE DATE OF THIS
PROXY STATEMENT.
TYPE OF INFORMATION FORM 20-F REFERENCE
- ------------------- -------------------
Information Concerning the Item 6A. Directors, Senior
Directors and Executive Management, and Employees and
Officers of the Company Item 6C. Board Practices
Executive Compensation Item 6B. Compensation
Compensation of Directors Item 6B. Compensation
Pension Plan Item 6B. Compensation
Certain Relationships and Item 5E. Significant Related
Related Transactions Party Transactions. Item 7B.
Related Party 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 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.
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PROPOSAL 2
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APPROVAL OF AUDITORS
The Board of Directors has selected Pricewaterhouse Coopers,
Hong Kong, a certified public accounting firm, as independent
auditors of the Company's financial statements for its fiscal
year 2003 to end December 31, 2003. A representative of
Pricewaterhouse Coopers, 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 Audit Committee of our Board of Directors
recommend that the shareholders vote "for" the proposal to
approve Pricewaterhouse Coopers, Hong Kong as the Company's
auditors for its fiscal year ending December 31, 2003. In order
to be so approved, Pricewaterhouse Coopers, Hong Kong must
receive the affirmative vote of a simple majority of the votes of
the shares entitled to vote thereon were voted and did not
abstain. Broker non-votes will not be counted as entitled to
vote and thus not count for purposes of determining whether or
not a quorum is present on this matter. So long as a quorum is
present, broker non-votes will have no effect on the outcome of
the vote. All proxies will be voted "for" approval of
Pricewaterhouse Coopers, Hong Kong, as the Company's auditors for
its fiscal year ending December 31, 2003, unless a shareholder
specified to the contrary on such shareholder's proxy.
PROPOSAL 3
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ADJOURNMENT OF ANNUAL MEETING
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 further
solicitation of proxies. 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.
If the annual meeting is postponed or adjourned, at any
subsequent reconvening of the annual meeting, all proxies will be
voted in the same manner as such proxies would have been voted at
the original convening of the annual meeting (except for any
proxies which have theretofore effectively been revoked or
withdrawn). In the event that proxies are voted to adjourn the
annual meeting, the persons named in the enclosed proxy form will
not vote the shares represented by such proxies for or against
any proposal introduced by management at any adjournment of the
meeting, other than the proposals identified in the notice of
meeting included with this proxy statement, without first
resoliciting proxies to vote on such proposals.
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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. Broker
non-votes will not be counted as entitled to vote and thus not
count for purposes of determining whether or not a quorum is
present on this matter. So long as a quorum is present, broker
non-votes will have no effect on the outcome of the vote. All
proxies will be voted "for" approval of this proposal unless a
shareholder specifies to the contrary on such shareholder's
proxy.
In order to allow the Company's management to vote proxies
received by the Company at the time of the annual meeting in
favor of such an adjournment under the circumstances described
above, the Company has submitted the question of adjournment as a
separate matter for the consideration and vote of the
shareholders.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any shareholder proposals intended to be considered for
presentation at the 2004 annual meeting and for inclusion in the
2004 proxy statement must be made in writing and received by the
Corporate Secretary at the Company's principal executive offices
by April 1, 2004. The Company will consider only proposals it
deems lawful and reasonable. Shareholders are urged to review all
applicable laws, 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 2004 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 2004 annual meeting will be
referred to, and considered by, the Company's Board of Directors.
No shareholder recommendations were received before the 2003
annual meeting.
FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its
subsidiaries are contained in the Company's Annual Report on Form
20-F which is being delivered to you with this Proxy Statement.
OTHER MATTERS
The Board of Directors is not currently aware of any other
matter to be transacted at the annual meeting.
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