EX-99.1 2 a05-14326_2ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Form 6-K (August 2005)

EuroTech Holdings Company Form 6-K

 

 

EURO TECH HOLDINGS COMPANY LIMITED

18/F Gee Chang Hong Centre

65 Wong Chuk Hang Road

Hong Kong

 

 

August 8, 2005

 

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 September 2, 2005 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 August 8, 2005 can vote at this meeting or any adjournments that may take place.

 

At the meeting, we will be asking you to elect nine persons to serve on the Company’s Board of Directors.

 

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 election of its nine directors 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 card and copy of the Company’s annual report on Form 20-F for its fiscal year ended December 31, 2004 (the “2004 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 card in the envelope provided. Your right to vote in person at the meeting is not affected by returning the proxy card.

 

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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

 

 

August 8, 2005

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 2, 2005

 

 

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 September 2, 2005 at 4:00 p.m., local time. The purpose of the meeting is to:

 

1.                                       elect nine 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.                                       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

 

3.                                       transact any other business properly before the annual meeting.

 

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY’S TRANSFER AGENT IN THE ENVELOPE PROVIDED. RETURNING THE PROXY CARD 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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EURO TECH HOLDINGS COMPANY LIMITED

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 2, 2005

 

 

August 8, 2005

 

 

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 August 8, 2005 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 6,434,667 Ordinary Shares of Company’s issued and outstanding on June 30, 2005.

 

Voting materials, which include the proxy statement, proxy form, and the Company’s 2004 annual report on Form 20-F, are being mailed to shareholders on or about August 8, 2005.

 

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 CARD?

 

A:                                   You are receiving a proxy statement and proxy card 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 card, 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 card, 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 card in advance of the meeting just in case your plans change.

 

If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the proxy card, 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 election of nine members 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 card and mail it in the enclosed, prepaid addressed envelope. If you mark your proxy card 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 card but do not mark the card to provide voting instructions, the shares represented by your proxy card will be voted “for” the election of nine persons as the Company’s directors 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 card 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 CARD?

 

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 cards 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 and a proposal to adjourn a meeting in the discretion of the Company’s management, 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 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.

 

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.

 

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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:                                   The enclosed proxy card gives you the option to vote for, withholding authority to vote for all director nominees as a group, or to vote for all director nominees except those you specify.

 

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.

 

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 our transfer agent, American Stock Transfer & Trust Company.

 

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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. 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 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

 

ELECTION OF DIRECTORS

 

At the annual meeting, nine 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 have previously been 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, Choi Chiu Ho,  Xu Hong Wang and Lau Siu Hung, have been nominated for election to the Board of Directors and each has consented to serve as such, if elected.  Eight of the nominees who have been nominated for election as a director commencing at the conclusion of the annual meeting have previously been a director.  Lau Siu Hung was recently appointed to the Board of Directors to fill a vacancy created by an increase in the number of members of the Board of Directors. 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, withhold authority to vote for all director nominees as a group, or to vote for all director nominees except those they specify.

 

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

 

61

 

Chairman of the Board of Directors and Chief Executive Officer

 

 

 

 

 

Jerry Wong

 

46

 

Director and Chief Financial Officer

 

 

 

 

 

Nancy Wong

 

56

 

Director

 

 

 

 

 

C.P. Kwan

 

46

 

Director

 

 

 

 

 

Alex Sham

 

41

 

Director

 

 

 

 

 

Y.K. Liang

 

75

 

Director

 

 

 

 

 

Choi Chiu Ho

 

73

 

Director

 

 

 

 

 

Xu Hong Wang

 

38

 

Director

 

 

 

 

 

Lau Siu Hung

 

45

 

Director

 

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THE BIOGRAPHY OF LAU SIU HUNG, WHO WAS APPOINTED TO THE COMPANY’S BOARD OF DIRECTORS ON JULY 22, 2005 TO FILL A NEWLY CREATED VACANCY IN THE BOARD OF DIRECTORS IS SET FORTH BELOW.  THE BIOGRAPHIES OF OUR OTHER OFFICERS AND DIRECTORS CAN BE FOUND IN OUR ACCOMPANYING ANNUAL REPORT ON FORM 20-F.  ON THAT DATE, T.C. LEUNG RESIGNED FROM THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS AND LAU SIU HUNG WAS APPOINTED TO THAT COMMITTEE.

 

Lau Siu Hung was appointed to our Board of Directors on July 22, 2005.  He currently is the managing director of Sammy Lau CPA Limited, a position he has held since October 2004.  He is a certified public accountant.  From 1988 to 2001, he was the Deputy General Manager of Guanghou Investments, (“HK”) Property Company.  He holds an MSc in E-Commerce from the Hong Kong University of Science and Technology and received an MBA from Oklahoma City University.

 

THE FOLLOWING INFORMATION MAY BE FOUND IN THE INDICATED SECTIONS OF THE COMPANY’S 2004 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 Directors and Executive Officers of the Company

 

Item 6A. Directors, Senior Management, and Employees and Item 6C. Board Practices

 

 

 

Executive Compensation

 

Item 6B. Compensation

 

 

 

Compensation of Directors

 

Item 6B. Compensation

 

 

 

Pension Plan

 

Item 6B. Compensation

 

 

 

Certain Relationships and Related Transactions

 

Item 5E. Significant Related 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

 

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PROPOSAL 2

 

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.

 

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 2006 annual meeting and for inclusion in the 2006 proxy statement must be made in writing and received by the Corporate Secretary at the Company’s principal executive offices by April 1, 2006. 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 2006 annual meeting must be made in writing, with sufficient biographical and other relevant information

 

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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 2006 annual meeting will be referred to, and considered by, the Company’s Board of Directors. No shareholder recommendations were received before the 2005 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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