SC 13D/A 1 sch13da8-4706.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 8) EURO TECH HOLDINGS COMPANY LIMITED ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ----------------------------------------------------------------- (Title of Class of Securities) G32030101 ----------------------------------------------------------------- (CUSIP Number) T.C. Leung, Chairman Euro Tech Holdings Company Limited 18/F Gee Chang Hong Centre 65 Wong Chuk Hong Road Hong Kong ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 7, 2006 ----------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (continued on following pages) ---------- Page 2 of 10 (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). EXPLANATORY NOTE: AS OF THE DATE HEREOF, THE ISSUER HAD ISSUED AND OUTSTANDING 8,198,649 ORDINARY SHARES (EXCLUSIVE OF 340,651 NON-VOTING TREASURY SHARES). Page 3 of 10 CUSIP No. G32030101 SCHEDULE 13D ----------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) T.C. Leung No Tax ID No. - Not U.S. Citizen ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| ----------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------- 4 SOURCE OF FUNDS PF ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong ----------------------------------------------------------------- 7 SOLE VOTING POWER 7,222,645 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,222,645 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,222,645 ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 63.8% ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- Page 4 of 10 CUSIP No. G32030101 SCHEDULE 13D ----------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pearl Venture LTD No Tax ID No. - Non U.S. Entity ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| ----------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - See Item 3 ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands ----------------------------------------------------------------- 7 SOLE VOTING POWER 2,261,863 -------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 274,582 BENEFICIALLY OWNED BY -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,261,863 PERSON WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 274,582 ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,536,445 ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 30.9% ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- Page 5 of 10 CUSIP No. G32030101 SCHEDULE 13D ----------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Regent Earning Ltd. No Tax ID No. - Non U.S. Entity ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| ----------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - See Item 3 ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong ----------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 274,582 BENEFICIALLY OWNED BY -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 274,582 ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,582 ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 3.3% ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- Page 6 of 10 Item 1. Security and Issuer This Amendment No. 8 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on August 27, 1999 as amended and supplemented by Amendment Nos. 1, 2, 3, 4, 5, 6 and 7 filed with the SEC on December 28, 1999, July 24, 2001, May 29, 2003, September 2, 2005, November 7, 2005, January 5, 2006, and February 10, 2006, respectively. The class of securities to which this Schedule 13D relates is the ordinary shares, par value $.01 per share (the "Ordinary Shares"), of EURO TECH HOLDINGS COMPANY LIMITED, a British Virgin Islands corporation (the "Issuer"). The principal executive offices of the Issuer are located at 18/F Gee Chang Hong Centre, 65 Wong Chuk Hong Road, Hong Kong. Item 2. Identity and Background This statement is being filed by a group consisting of T.C. Leung, Pearl Venture Ltd. ("Pearl") and Regent Earning Ltd. ("Regent") (the "Reporting Group"). Pearl is a British Virgin Islands corporation which is a trust for the benefit of Mr. Leung. Regent is a Hong Kong corporation of which Pearl is the majority shareholder. Mr. Leung is Chairman of the Board and Chief Executive Officer of the Issuer. The respective business addresses of the members of the Reporting Group are as follows: Name Address ---- ------- T.C. Leung c/o Euro Tech Holdings Company Limited 18/F Gee Change Hong Centre 65 Wong Chuk Hang Road Hong Kong Pearl Venture Ltd. Columbus Centre Building Wickhams Cay Road Town, Tortola, British Virgin Islands Regent Earning Ltd. Unit B, 15/F C.M.A. Building, 64 Connaught Road Central Central, Hong Kong During the past five years, no member of the Reporting Group (including the officers and directors of Pearl and Regent) has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 7 of 10 Mr. Leung is a citizen of Hong Kong. Pearl is a British Virgin Islands corporation. Regent is a Hong Kong corporation. Item 3. Source and Amount of Funds or Other Consideration At the time of filing of Amendment No. 7 to this Schedule 13D ("AM 7"), Mr. Leung directly owned 1,039,800 Ordinary Shares of the Issuer. After the Reporting Event (described below), Mr. Leung directly owns 1,563,400 Ordinary Shares of the Issuer. Mr. Leung possesses options to purchase the number of Issuer's ordinary shares as indicated pursuant to the following plans and at the prices indicated opposite the plan names:
Exercise Price Plans Number of Shares (US$) ----- ---------------- -------------- Management Options 2,350,000 1.6789 2000 and 2002 Officers' (a) 567,000 0.5857 and Directors' Plans (b) 205,800 0.8191 --------- 3,122,800
The Issuer's 2000 and 2002 Officers and Directors Plans both contain "cashless" exercise provisions permitting the optionholder to pay for the exercise of his option by surrendering Ordinary Shares valued at the fair market value of such shares on the date of exercise, provided that such shares were held by the optionholder for not less than six months prior to the date of exercise of the option. Mr. Leung has exercised 416,600 options exercisable at $1.221 per share and 107,000 options exercisable at $1.6789 per share granted to him pursuant to the Management Option Plan of the Issuer by the payment in cash for an aggregate exercise price of $688,310.90. As a consequence, Mr. Leung's ownership changed by with the Issuer, issuing to him 523,600 new shares (the "Reporting Event"). The shares owned directly by Mr. Leung changed from 1,039,800 shares to 1,563,400 shares. His options decreased by 523,600 from 3,646,400 options to 3,122,800 options. At the time of filing of Amendment No. 7 to this Schedule 13D ("AM 7"), Pearl directly owned 2,566,697 Ordinary Shares of the Issuer. Since the filing of AM 7, Pearl sold 304,834 of the Issuer's Ordinary Shares at prices ranging from $3.36 to 3.83. After these sales, Pearl directly owns 2,261,863 Ordinary Shares of the Issuer. Item 4. Purpose of Transactions Investment purposes. Page 8 of 10 Item 5. Interest in Securities of the Issuer As of the date hereof, the aggregate number of shares beneficially held by all members of the Reporting Group is 7,222,645 or approximately 63.8% of the Issuer's Ordinary Shares after giving effect to the exercise of options held by the members of the Reporting Group. Mr. Leung possesses sole voting and dispositive power as to 1,563,400 of the Issuer's Ordinary Shares owned by him and as to the options to purchase 3,122,800 of the Issuer's Ordinary Shares. Regent and Pearl share voting and dispositive power as to the Ordinary Shares owned of record by Regent (274,582 shares or 3.3% of the Issuer's Ordinary Shares). When Pearl's record ownership (2,261,863 shares) is aggregated with its beneficial ownership in the shares held in the name of Regent, Pearl beneficially owns 2,536,445 shares or 30.9% of Issuer's Ordinary Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Agreement among the Reporting Group to file a single Statement on Schedule 13D on behalf of each of them. Page 9 of 10 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and accurate. Dated: April 20, 2006 /s/T.C. Leung -------------------------------- T.C. Leung For and on behalf of PEARL VENTURE LTD. DIRECTCORP. LIMITED Dated: April 20, 2006 By: /s/Brenda Monk -------------------------------- Directcorp Limited. Title: Director REGENT EARNING LTD. Dated: April 20, 2006 By: /s/Wong Shing Yue, Eddy -------------------------------- Name: Wong Shing Yue, Eddy Title: Director Page 10 of 10 EXHIBIT The undersigned hereby agree as follows: WHEREAS, the undersigned may be obligated to file Statements on Schedule 13D with the United States Securities and Exchange Commission (the "SEC") to report their beneficial ownership of the Ordinary Shares of Euro Tech Holdings Company Limited; NOW, THEREFORE, the undersigned hereby agree that a single Statement on Schedule 13D is to be filed with the SEC on behalf of each of them. Dated: April 20, 2006 /s/T.C. Leung ------------------------------------ T.C. Leung For and on behalf of PEARL VENTURE LTD. DIRECTCORP LIMITED Dated: April 20, 2006 By: /s/Brenda Monk -------------------------------- Directcorp Limited Title: Director REGENT EARNING LTD. Dated: April 20, 2006 By:/s/Wong Shing Yue, Eddy --------------------------------- Name: Wong Shing Yue, Eddy Title: Director