6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For June 2004

EuroTech Holdings Company Limited

(Translation of Registrant’s name into English)

18/F Gee Chang Hong Centre, 65 Wong Chuk 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 ýForm 40-F o

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 oNo ý

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-                        .

On June 28, 2004, the Registrant’s announced its year end result for the year ended December 31, 2003 and that its Board of Directors had authorized a 50% stock dividend to holders of its Ordinary Shares, fixing July 19, 2004 as the Record Date at 5:00 p.m. (New York time) for the dividend. Holders of the Registrant’s Ordinary Shares on the Record Date are entitled to receive five (5) shares for each ten (10) Ordinary Shares of Registrant’s Ordinary Shares they hold. Registrant will not issue fractional shares, but, instead, will settle fractional shares by cash payments based on the market value on the Record Date. Dividend payment is anticipated for August 2, 2004. The Registrant has outstanding management, officer, director and employee options. The issuance of the dividend shares will cause certain adjustments to be made to the exercise prices and numbers of shares of those options. Various changes to the indicated options of the Registrant are described below (and give effect to prior stock dividends of the Registrant):

(END OF PAGE)

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Securities		Pre-Dividend		Post-Dividend
1.	Options Issued to Members of Registrant’s Management
	A. Maximum Number of Shares Exercisable For	873,600		1,310,400
	B. Per Share Exercise Price	$	1.8315	$	1.221
	C. Not Yet Granted	0		0
2.	Management Options Issued to Management and Employees of Registrant
	A. Maximum Number of Shares Exercisable For	2,148,328		3,222,492
	B. Per Share Exercise Price	$	2.5183	$	1.6789
	C. Not Yet Granted	35,672		53,508
3.	Options Issued Pursuant to 2000 Officers and Directors Stock Option and Incentive Plan*
	A. Maximum Number of Shares Exercisable For	265,720		398,580
	B. Per Share Exercise Price(s)	$	0.8681	$	0.5787
	C. Maximum Number of Shares Exercisable For	265,720		398,580
	D. Per Share Exercise Price	$	1.2286	$	0.8191
	E. Not Yet Granted	0		0
4.	Options Issued Pursuant to 2000 Employees Stock Option and Incentive Plan*
	A. Maximum Number of Shares Exercisable For	200,200		300,300

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Securities		Pre-Dividend		Post-Dividend
	B. Per Share Exercise Price	$	0.8681	$	0.5787
	C. Maximum Number of Shares Exercisable For	52,780		79,170
	D. Per Share Exercise Price	$	1.2286	$	0.8191
	E. Maximum Number of Shares Exercisable For	12,740		19,110
	F. Per Share Exercise Price	$	1.0214	$	0.6809
	G. Not Yet Granted	0		0
5.	Options Issued Pursuant to 2002 Officers and Directors Stock Option and Incentive Plan
	A. Maximum Number of Shares Exercisable For	560,000		840,000
	B. Per Share Exercise Price	$	0.8786	$	0.5857
	C. Not Yet Granted	0		0
6.	Options Issued Pursuant to 2002 Employees Stock Option and Incentive Plan
	A. Maximum Number of Shares Exercisable For	196,000		284,000
	B. Per Share Exercise Price	$	1.1427	$	0.7618
	C. Not Yet Granted	0		0

*  Options granted under such plan with varying exercise prices.

Enclosed herewith as Exhibits are the following:

1.Registrant’s Press Release.

2.Registrant’s Notice To Its Ordinary Shareholders.

Notices similar to 2 will be sent to the Registrant’s optionholders.

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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.

EUROTECH HOLDINGS COMPANY LIMITED

(Registrant)

/s/T.C. Leung

T.C. Leung

Chief Executive Officer and Chairman of the Board

Dated: June 28, 2004

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EX-1

Exhibit 1

EuroTech Holdings Company Limited

6-K – June 28, 2004

Euro Tech Holdings Company Limited Reports 2003 Year-End Results and Announces Stock Dividend

Hong Kong – June 28, 2004 – Euro Tech Holdings Company Limited (Nasdaq: CLWT)

Euro Tech Holdings Company Limited (Nasdaq: CLWT) today reported financial results for the 12-month period ended December 31, 2003 and announced a stock dividend to the holders of its Ordinary Shares.

The Company’s revenues for the fiscal year ended December 31, 2003 (“Fiscal 2003”) were approximately $27,442,000 compared to approximately $23,497,000 in the Company’s fiscal year ended December 31, 2002 (“Fiscal 2002”), an approximate 17% increase. Net income for Fiscal 2003 was approximately $531,000, an approximate 6% increase from Fiscal 2002 net income of approximately $500,000. Earnings per share of $0.12 for Fiscal 2003 represented an increase of $0.01 when compared to $.011 per share for Fiscal 2002. The Company’s business during Fiscal 2003 benefited from the Company’s diversification into engineering and manufacturing and the strengthening of the Company’s distribution and retail network and contributions from its engineering affiliates, Yixing Pact Environment Technology Company Ltd. and Pact Asia Pacific Ltd. (“Pact”). The Company owns a 30% equity stake in Pact.

Management is pleased with these results.

In order to increase the liquidity of its shares in the public market. The Company also announces that shareholders of record at 5:00 p.m. (New York time) on July 19, 2004 will be entitled to receive five (5) shares for each ten (10) shares held. The dividend is anticipated to be paid on August 2, 2004.

Management remains very optimistic for the Company’s future and its near-term expansion plans are:

•As the shortage of electricity is as severe as that of clean water in China, the Company intends to focus on not only water and wastewater industries but also on power generation industries;

•Expect online ordering for the Company’s products to be fully available in August 2004;

•“Low-tech” products sold through its retail shops coupled with planned online sales capability are planned to reduce costs and sales overhead;

•Make an increased effort to sell its developed and manufactured oil analyzers, turbidity instruments, spectrometers and total organic analyzers;

•Seek more opportunities with its suppliers to assemble their products and a suitable manufacturer of analytical instruments to acquire; and

•Seek a suitable engineering company to acquire in order to increase its engineering capability to bid on large water, wastewater and power generation projects.

Certain statements in this news release regarding the Company’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 the Company can give no assurance with regard to actual outcomes. Specific risk factors may include, without limitation, having the Company’s offices and operations situated in Hong Kong and China, doing business in China, competing with Chinese manufactured products, competing with the Company’s own suppliers, dependence on venders, 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 the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F for its fiscal year ended December 31, 2003.

CONDENSED STATEMENTS OF OPERATIONS

(Dollar amounts in US$ thousands, except share and per share data)

	As of December 31,
	2003		2002		% Change
Revenue	$	27,442	$	23,497	+ 17	%
Net Income	531		500		+ 6	%
Net Income Per Share	0.12		0.11
Weighted Average Number of Ordinary Shares Outstanding	4,516,883		4,516,883

SELECTED BALANCE SHEET DATA

	Year Ended December 31,
	2003		2002		% Change
Cash and Cash Equivalents	$	2,752	$	3,173	- 13	%
Total Current Assets	10,979		10,365		+ 6	%
Total Assets	13,308		12,716		+ 5	%
Total Current Liabilities	6,065		6,002		+ 1	%
Total Liabilities	6,065		6,002		+ 1	%
Total Shareholders’ Equity	7,243		6,714		+ 8	%

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

EX-2

Exhibit 2

EuroTech Holdings Company Limited

6-K – June 28, 2004

EuroTech Holdings Company Limited

c/o EuroTech (Far East) Ltd.

18/F Gee Chang Hang Centre

65 Wong Chuk Hang Road, Hong Kong

June 28, 2004

To Our Shareholders,

(CLWT – NASDAQ SmallCap) EuroTech Holdings Company Limited (“EuroTech”) has declared a 50% stock dividend to holders of record of its Ordinary Shares. For each ten (10) Ordinary Shares of EuroTech, a recordholder will be entitled to receive five (5) additional shares.

The Record Date for the stock dividend is July 19, 2004 at 5:00 p.m. (New York time).

The dividend is expected to be paid on or about August 2, 2004.

EuroTech will not issue fractional shares, instead settling fractional shares, if any, by the payment of funds based upon the market value of EuroTech’s shares on the Record Date.

Sincerely,

T.C. Leung, Chairman of the Board of Directors