-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WV5JjH3XOKitI3g2dixAA0erURwCCY0/vqqA2n3p/yu//UK3lfMXL3ZBHfYmrsHG xWuxQ5ovfJSwivhap99I2w== 0000943440-05-000510.txt : 20051208 0000943440-05-000510.hdr.sgml : 20051208 20051208163952 ACCESSION NUMBER: 0000943440-05-000510 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051122 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURO TECH HOLDINGS CO LTD CENTRAL INDEX KEY: 0001026662 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22113 FILM NUMBER: 051252818 BUSINESS ADDRESS: STREET 1: C/O EURO TECH (FAR EAST) LTD 18 F GEE STREET 2: CHANG HONG CENTRE 65 WONG CHUK HANG ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 0118522814 MAIL ADDRESS: STREET 1: BRITISH VIRGIN ISLANDS LTD STREET 2: TRUSTNET CHAMBERS PO BOX 3444 CITY: ROAD TOWN TORROLA BR STATE: D8 ZIP: 00000 6-K 1 form6k-1105.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For November 22, 2005 Euro Tech Holdings Company Limited ------------------------------------------------- (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 Page 2 of 3 Item 5. Other Events - ---------------------- Affiliate Enters Into a New Agreement: Certifying Registered - ------------------------------------------------------------- Accountant Resignation - ---------------------- On December 7, 2005, Registrant issued a press release announcing that its group company, Yixing Pact Environmental Technology Company, Ltd. ("PACT") had been awarded a U.S.$1.8 million contract by a French global manufacturer of beauty products. Euro Tech also announced that its certifying registered accounting firm had resigned. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 FINANCIAL STATEMENT AND EXHIBITS (c) Exhibits. The following exhibits are filed with this report: Exhibit 99.1 Press Release Exhibit 99.2 Letter of Resignation from PWC. Exhibit 99.3 Explanatory letter from PWC. Euro Tech Holdings Company Limited Form 6-K Page 3 of 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EURO TECH HOLDINGS COMPANY LIMITED (Registrant) Dated: December 8, 2005 By: /s/T.C. Leung ----------------------------------- T.C. Leung, Chief Executive Officer and Chairman of the Board EX-99.1 2 form6k1105-ex991.txt Exhibit 99.1 Euro Tech Holdings Company Limited Business Update And Auditor's Resignation Hong Kong - December 7, 2005 - Euro Tech Holdings Company Limited (Nasdaq: CLWT) today announced that its group company, Yixing PACT Environmental Technology Company Ltd. ("PACT') has recently been awarded a US$ 1.8 million contract by a French global manufacturer of beauty products. The contract covers design, manufacture, supply and installation of process wastewater treatment plant for the French company's manufacturing facilities in the Jiangsu Province of China. The treatment process utilizes advanced chemical, biological and carbon absorption treatment processes. Due to the nature of the industry (beauty products), the contract demands special attention to the architectural and landscape aspects of the site, making use of soil cover and suitable trees and shrubs. Euro Tech's Chairman and CEO, T.C. Leung, commented that "This contract reconfirms our direction to place greater emphasis on developing an engineering solution business, rather than relying on trading of equipment and instruments. The revenue and income from trading activities are declining gradually as more and more of our key or exclusive suppliers, such as Hach and Eurotherm, have been either directly marketing their products or selling into the China market with other distributors, as well as ourselves. The decline in trading of equipment and instruments may negatively affect our overall result in the short term even though our engineering business and that of PACT is growing." Mr. Leung also commented that "In order to expand our engineering solution business further, we are in discussion with third parties intending to invest or acquire some interests in companies not solely in water quality monitoring business but also in air pollution control business such as flue gas desulphurization for power plants and similar businesses." Recently, PricewaterhouseCoopers ("PWC") resigned as our independent auditor. PWC advised, by separate letter of its concerns relating to Euro Tech's readiness to comply with the Sarbanes Oxley Act ("SOA") internal control requirements and related reporting requirements and the sufficiency of current management to carry out the work for same and asserted it had not received satisfactory responses to remove its concerns. The SOA's internal control and related reporting requirements are not applicable to Euro Tech until its fiscal year to end December 31, 2006. Euro Tech intends to meet the SOA requirements in a timely manner. Euro Tech believes that its internal controls are adequate to meet current regulatory requirements. Certain statements in this news release regarding Euro Tech's expectations, estimates, present view of circumstances or events, and statements containing words such as estimates, anticipates, intends, or expects, or words of similar import, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements indicate uncertainty and Euro Tech can give no assurance with regard to actual outcomes. Specific risk factors may include, without limitation, having Euro Tech's offices and operations situated in Hong Kong and China, doing business in China, competing with Chinese manufactured products, competing with Euro Tech's own suppliers, dependence on vendors, and lack of long term written agreements with suppliers and customers, development of new products, entering new markets, possible downturns in business conditions, increased competition, loss of significant customers, availability of qualified personnel, negotiating definitive agreements, new marketing efforts and the timely development of resources. See the "Risk Factor" discussions in Euro Tech's filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F for its fiscal year ended December 31, 2004. CONTACT: Euro Tech Holdings Company Limited, Hong Kong T.C. Leung, Chairman and CEO, or Jerry Wong, CFO Tel: 011-852-2814-0311 Fax: 011-852-2873-4887 Website: http://www.euro-tech.com PACT's Website: http://www.pactchina.com EX-99.2 3 form6k1105-ex992.txt Exhibit 99.2 Letterhead of PricewaterhouseCoopers BY HAND AND BY FAX Private and Confidential The Board of Directors Euro Tech Holdings Company Limited 18/F, Gee Chang Hong Centre 65 Wong Chuk Hang Road Hong Kong Attention: Mr. T. C. Leung 22 November 2005 Our Ref: KKYC.IWOF/02050476.A001 Dear Sirs, We give notice that we are resigning as auditors of your Company and your subsidiaries, namely Euro Tech (Far East) Limited, Euro Tech ChinaH2O.com and Euro Tech (China) Limited with effect from today. Yours faithfully /s/PricewaterhouseCoopers EX-99.3 4 form6k1105-ex993.txt Exhibit 99.3 Letterhead of PricewaterhouseCoopers PRIVATE AND CONFIDENTIAL The Board of Directors Euro Tech Holdings Company Limited 18/F, Gee Chang Hong Centre 65 Wong Chuk Hang Road Hong Kong Attention: Mr. T. C. Leung 22 November 2005 Our Ref: KKYC.IWOF/02050476.A001 Dear Sirs, We refer to our previous conversation with your TC Leung and Jerry Wong regarding our resignation as auditors. During our audit of the Company's financial statements for 2004, we had expressed our concerns on the Company's readiness in meeting the requirements of the Sarbanes-Oxley Act and the sufficiency of the current management resources to carry out comprehensive work in compliance with all US requirements. We regret that we have not received satisfactory responses from you to remove our concerns and consequently we are resigning as auditors to your Company and its subsidiaries, namely Euro Tech (Far East) Limited, Euro Tech ChinaH2O.com and Euro Tech (China) Limited (herein referred to as the "Group"). Enclosed please find our formal letter of resignation. We request that the Group should provide us with the draft announcement regarding our resignation as auditors for our comment. In preparing the required notice, you should make it clear that we have resigned as auditors. The U.S. Securities and Exchange Commission may ask if there are any matters connected with our resignation of which the shareholders should be aware. We would refer you to the matters raised in our prior communications to the Audit Committee when deciding how to answer these questions. Yours faithfully /s/PricewaterhouseCoopers IWOF.FWHC cc: Audit committee members -----END PRIVACY-ENHANCED MESSAGE-----