SC 13D/A

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. 11)

EURO TECH HOLDINGS COMPANY LIMITED

(Name of Issuer)

Ordinary Shares, no par value 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)

November 28, 2011

(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 o.

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.

(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 EVENT DATE STATED ON THE COVER HEREOF, THE ISSUER HAD ISSUED AND OUTSTANDING 11,437,244 ORDINARY SHARES EXCLUDING 825,712 NON-VOTING TREASURY SHARES.

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)			o
	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)  o
	6	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person			7	Sole Voting Power 5,999,607
			8	Shared Voting Power 0
			9	Sole Dispositive Power 5,999,607
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,999,607
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) Approximately 52.4%
	14	Type of Reporting Person IN

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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)			o
	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)  o
	6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,359,276
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,359,276
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,359,276
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) Approximately 11.9%
	14	Type of Reporting Person CO

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Item 1.Security and Issuer

This Amendment No. 11 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 through 10 filed with the SEC at various times through April 4,2007.

The class of securities to which this Schedule 13D relates is the ordinary shares, no par value 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 and Pearl Venture Ltd. (the “Reporting Group”). Pearl Venture Ltd. (“Pearl”), is a British Virgin Islands corporation which is a trust for the benefit of Mr. Leung. Regent Earning Ltd. (“Regent”), a Hong Kong corporation had been and for the reasons stated herein is no longer a member of the Reporting Group. Regent had been majority owned by Pearl. 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 Chang Hong Centre
	65 Wong Chuk Hang Road
	Hong Kong
Pearl Venture Ltd.	Columbus Centre Building
	Wickhams Cay
	Road Town, Tortola,
	British Virgin Islands

During the past five years, no member of the Reporting Group 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.

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Mr. Leung is a citizen of Hong Kong. Pearl is a British Virgin Islands corporation.

Item 3.Source and Amount of Funds or Other Consideration

At the time of filing of Amendment No. 10 to this Schedule 13D (“AM 10”), Mr. Leung beneficially owned 6,308,623 Ordinary Shares of the Issuer, including 1)4,085,200 Ordinary Shares in his own name, 2) 567,000 Options to purchase Ordinary Shares at a price of US$0.5857, 3)1,367,341 Ordinary Shares in the name of Pearl and 4) 289,082 Ordinary Shares in the name of Regent.

Mr. Leung beneficially owns 5,999,607 shares, Including:

·4,085,200 previously owned;

·397,000 options exercised;

·170,000 options unexercised:

·1,359,284 shares owned in the name of Pearl;

but excluding 11,877 shares sold in the open market.

At the filing of filing AM No. 10, Pearl beneficially owned 1,656,423 Ordinary Shares; 1) 1,367,341 Ordinary Shares in its own name, and 2) 289,082 Ordinary Shares in the name of Regent. From June 2,2008 to June 1,2009,Pearl sold 179,848 Ordinary Shares in the open market. In November 2011, Pearl received 171,791 Ordinary Shares from Regent.

Pearl now owns 1,359,284 shares in its own name.

At the time of filing of AM 10, Regent owned 289,082 Ordinary Shares. During the period of time from approximately June 2, 2008 to June 1, 2009 Regent purchased 2,100 Ordinary Shares in open market transactions. In anticipating of Regent ceasing its business operations, by on or about November 28, 2011, it distributed almost all of its Ordinary Shares in the Issuer to its own equity owners (the “Reporting Event”). Certain Regent holders retained their equity interest in Regent and did not receive any shares of the Issuer.  As a result of the Reporting Event; Pearl received 171,791 Ordinary Shares including 21,225 shares to be issued in return for Mr. Leung paying $15,201 of certain Regent expenses of US$ 15,201 during 2010 and 2011.  Mr. Leung assigned his 21,225 shares to Pearl.  The price for the foregoing 21,225 Ordinary Shares was determined by Mr. Leung and Regent. The balance of the Issuer’s Ordinary Shares transferred by Regent not transferred to Pearl were transferred to persons no longer otherwise affiliated with the Issuer.

Regent owns only a nominal number of Ordinary Shares of the Issuer.

Item 4.Purpose of Transactions

Investment purposes.

Item 5.Interest in Securities of the Issuer

Mr. Leung possesses beneficially owns voting and dispositive power as to 5,999,607 Ordinary Shares of the Issuer assuming he exercises the 170,000 options to purchase Ordinary Shares or approximately 52.4% of the Issuer’s voting Ordinary Shares. If Mr. Leung does not exercise any of the options, Mr. Leung will own voting and dispositive power as to 5,829,607 Ordinary Shares of the Issuer or approximately 50.9% of the Issuer’s voting Ordinary Shares.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 7 below.

Item 7.Material to be Filed as Exhibits

99.1 Agreement by and between both of the members of the Reporting Group to file a single Statement on Schedule 13D on behalf of each of them.*

99.2 Share Transfer Agreement.*

99.3 Assignment Agreement.*

*Filed Herewith.

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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: December 15, 2011	/s/ T.C. Leung
	Name: T.C. Leung
	PEARL VENTURE LTD.
Dated: December 15, 2011	By:	/s/ T.C. Leung
	Print Name: T.C. Leung
	Print Title: Director

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EX-99.1

EXHIBIT 99.1

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 both of them.

Dated: December 15, 2011	/s/ T.C. Leung
	Name: T.C. Leung
	PEARL VENTURE LTD.
Dated: December 15, 2011	By:	/s/ T.C. Leung
	Name: T. C. Leung
	Title: Director

EX-99.2

Exhibit 99.2

STOCK TRANSFER AGREEMENT

AGREEMENT made as of this      day of October 2011, by and among Euro Tech Holdings Company Limited, a corporation formed under the laws of the British Virgin Islands (“Euro Tech”), Regent Earning Ltd, a corporation formed under the laws of Hong Kong (“Regent”), Pearl Venture Ltd., a corporation formed under the laws of the British Virgin Islands (“Pearl”), Broadskill Investment Ltd, a corporation formed under the laws of Hong Kong, , T.C.Leung, an individual residing in Hong Kong (“T.C.”) and those persons identified on Schedule A attached hereto and who are to receive the number of Ordinary Shares (the “Shares”) of Euro Tech set forth opposite their respective names on Schedules A and Schedule B (each a “Schedule A Stockholder” or a “Schedule B Stockholder”, as the case may be, and collectively, the “Stockholders”). Broadskill, Pearl and T. C. are included among the Stockholders but may be referred to as Broadskill, Pearl and T.C., as the case by be from time to time, where required by the context.

W I T N E S S E T H:

WHEREAS, Regent is the nominal owner of 291,182 Ordinary Shares of Euro Tech (the “Regent 291,182 Shares”) and wants to distribute said Regent 291,182 Shares to the Schedule A Stockholders as they are the beneficial owners of the number of said Ordinary Shares set forth opposite their names on Schedule A.

WHEREAS, Broadskill is the nominal owner of 91,388 Shares of the aforementioned Regent 291,182 Shares and wants to distribute said 91,388 Shares to the Schedule B Stockholders as they are the beneficial owners of the number of said Ordinary Shares set forth opposite their names on Schedule B hereto.

WHEREAS, Each of the Stockholders has advised Euro Tech and Regent, Pearl and/or Broadskill, as the case may be, that they desire to take delivery of the number of shares set forth opposite their names as on Schedule A or Schedule B, as the case may be, upon the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

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1.             Incorporation of Above Recitals. The above recitals are hereby incorporated by reference as if fully stated herein.

2.             DELIVERY OF THE SHARES.

Upon the terms and conditions herein contained, as soon as practicable following the execution of this Stock Transfer Agreement by all the parties hereto, Euro Tech shall use its best efforts to cause the delivery the number of its shares set forth opposite the respective names of the Stockholders set forth on Schedule A and Schedule B in such names and to the addresses set forth below such names on Schedule A and Schedule B. Each Stockholder agrees with each other Stockholder, Pearl, Euro Tech, Regent, and Broadskill, as to the Schedule B Stockholders, that their beneficial interest in the number of shares set forth opposite their names on Schedule A or Schedule B, as the case may be, accurately represents his beneficial interest in Regent’s 291,182 Shares.

3.             DELIVERY OF STOCK CERTIFICATES AND STOCK POWERS.

The duty of Euro Tech to deliver certificates in exchange for the Regent 291,182 Shares shall be subject to the delivery to it of the Certificates representing the Regent 291,182 Shares and executed Stock Power(s), medallion guaranteed by a commercial bank or a member firm of a United States national securities exchange or other documents satisfactory to Euro Tech permitting transfer of the Regent 291,182 Shares to the Stockholders in the names and in the denominations set forth opposite their names on Schedule A and Schedule B attached hereto, respectively.

4.             REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS, PEARL REGENT AND BROADSKILL.  Each of the Stockholders, hereby represent and warrant to Euro Tech, its officers directors, agents, heirs, successors and assigns as follows:

4.1           Status.  Each Stockholder is the sole beneficial owner of the number of shares set forth opposite his name on Schedule A or Schedule B hereto, as the case may be, and owns such number of shares, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims.

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4.2           Knowledge of the Stockholders. Each Stockholder, either of record or beneficially, has owned Ordinary Shares of Euro Tech for approximately ten years and is fully aware of Euro Tech’s business operations, financial condition, business prospects and risks of doing business, have read and reviewed its Annual Report on Form 20-F for its fiscal year ended December 31, 2010, each and every filing made with the Securities & Exchange Commission (“SEC”)relating to Euro Tech to the date hereof and have had the opportunity to receive further information and documents and ask questions of Euro Tech’s officers and directors. Each Stockholder confirms that that he does not desire to receive any further information, documents regarding Euro Tech nor does he ask any further questions of Euro Tech’s officers and directors.

4.3           Investment Purposes.  Each Stockholder is the owner of the number of the Regent 291,174 Shares set forth opposite his or her name on Schedule A or Schedule B , as the case may be, and has and will hold such shares for his own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such shares made in full compliance all applicable provisions of the Securities Act of 1993 (the “Act”) and the Securities Exchange Act of 1934 (“Exchange Act”), and the Rules and Regulations promulgated there under by the SEC, all as amended to date and that such shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.

4.4           Sophisticated Investor.  Each Stockholder had at the time of purchase of said shares and currently has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of owning such shares, has no need for the shares for his personal liquidity and has had substantial experience in previous private and public purchases of securities.

4.5           Authorization. Each of Pearl’s, Regent’s and Broadskill’s respective governing bodies; (a) has approved and adopted this Stock Transfer Agreement, and (b) authorized their appropriate officers to execute, deliver and perform this Stock Transfer Agreement and each other act, deed document or instrument contemplated hereby on their respective behalf.

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5.             ADDITIONAL COVENANTS.

5.1           Further Assurances.  At the request of any party, the another party or parties shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Stock Transfer Agreement.

5.2           Assignment. T.C. acknowledges that he has agreed to accept an equity interest Regent equivalent to 21,225 shares of Euro Tech in satisfaction of funds due to T.C. from Regent for his payment of approximately US$15,201 in Regent’s aggregate expenses during 2010 and 2011 and he has assigned all his right, title and interest in said 21,225 shares to Pearl.

5.3           Third Party Beneficiaries. The agreements and representations and warranties contained herein may expressly relied upon by the transfer agent for Euro Tech and any law firm engaged by any party hereto to effect the transfer of the shares contemplated hereby.

5.4           Restrictive Legend on Certificates to Be Delivered. Each of the Stockholders acknowledges and agrees that the certificates for the Shares to be delivered to them will bear a restrictive legend prohibiting a further transfer of such shares except in compliance with the Act and Exchange Act.

6.             Miscellaneous

6.1           Binding Effect; Benefits.  This Stock Transfer Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns.  Except as otherwise set forth herein, this Stock Transfer Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto.  Except as otherwise set forth herein, nothing in this Stock Transfer Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Stock Transfer Agreement.

6.2           Notices.  All notices, requests, demands and other communications which are required to be or may be given under this Stock Transfer Agreement shall be in writing and shall be deemed to

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have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the addresses set forth below their respective signatures on the signature pages hereof or such other addresses as shall be provided in writing hereinafter in the manner for the giving of notices as contemplated herein.

6.3           Entire Agreement.  This Stock Transfer Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

6.4           Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Stock Transfer Agreement or to affect the meaning or interpretation of this Stock Transfer Agreement.

6.5           Counterparts.  This Stock Transfer Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

6.6           Governing Law.  This Stock Transfer Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of Hong Kong, without giving effect to the conflicts of law principles thereof.

6.7           Severability.  If any term or provision of this Stock Transfer Agreement shall to any extent be invalid or unenforceable, the remainder of this Stock Transfer Agreement shall not be affected thereby, and each term and provision of the Stock Transfer Agreement shall be valid and enforced to the fullest extent permitted by law.

6.8           Amendments.  This Stock Transfer Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Stock Transfer Agreement to be duly executed as of the date first above written.

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Euro Tech Holdings Company Limited
By:	/s/ T.C. Leung
Print Name: T.C. Leung
Print Title: Chairman
Print Address For Notices:
18 Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
Pearl Venture Ltd.
By:	/s/ T.C. Leung
Print Name: T.C. Leung
Print Title: Director
Print Address For Notices:
Columbus Centre Building
Wickhams Cay
Road Town
Tortola, British Virgin Islands
Regent Earning Limited
By:	/s/ Melvyn Ma
Print Name: MelvynMa
Print Title: Authorized Signature(s)
Print Address for Notices:
Unit B, 15/F C.M.A Building
64 Connaught Road Central
Central, Hong Kong
Broadskill Investments Ltd.
By:	/s/ Melvyn Ma
Print Name: Melvyn Ma
Print Title: Authorized Signature
Print Address for Notices:

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Unit B, 15F., C.M.A. Building

64 Connaught Road Central

Hong Kong

NOT Signed

Chan Man Yan

Print Address for Notices:

NOT Signed

Shing Man Kai

Print Address for Notices:

/s/ Pan Sze Man

Pan Sze Man

Print Address for Notices:

Flat E. 13/F,

Les Saisons, Block 3

Sai Wan Ho, Hong Kong

/s/ Tang Miu Hang

Tang Miu Hang

Print Address for Notices:

/s/ Kwan Chin Ping 4/11/2011

Kwan Chin Ping

Print Address for Notices:

14E Caine Mansion

80-88 Caine Road

Central, Hong Kong

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/s/ Wu Siu Ping

Wu Siu Ping

Print Address for Notices:

Flat 1B, 17/F, Clovely Court

12 May Road, Hong Kong

/s/ Yeung Kai Tai

Yeung Kai Tai

Print Address for Notices:

Room 605, Capitol Centre

5-19, Jardine’s Bazaar

Cause Way Bay

Hong Kong

/s/ T.C. Leung

T.C. Leung

Print Address For Notices:

UnitD, 18/F.,

Gee Changhong Centre

65 Wong Chuk Hang Road,

Hong Kong

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SCHEDULE A

Name of Ordinary Shareholder  & Social Security Number (or E.I.N.)	Number of Shares
Chan Man Yan***	FOUR
S.S. No.
Shing Man Kai, Albert***	FOUR
S.S. No.
Pan Sze Man	6,999
S.S. No.
Tang Miu Hang	20,966
S.S. No.
Broadskill Investments Ltd	91,388*
E.I.N. No.
Pearl Venture Ltd	171,791**
E.I.N. No.

* To be issued per Schedule B.

** Includes 21,225 shares assigned by T.C. Leung.

***Addenda-DID NOT EXECUTE THIS DOCUMENT.

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SCHEDULE B

Number of Shares	Name of Ordinary Shareholder & Social Security Number (or E.I.N.)
15,600		Kwan Chin Ping
35,794		Wu Siu Ping
39,994		Yeung Kai Tai

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EX-99.3

Exhibit 99.3

ASSIGNMENT  AGREEMENT

Assignment Agreement (the “Agreement”) dated as of October 31, 2011 between T.C. Leung, a Hong Kong resident (“Mr. Leung”) and Regent Earning Ltd, a Hong Kong corporation (“Regent”).

WTTNESSETH:

WHEREAS, Mr. Leung , Regent, Euro Tech Holdings Company Limited, a British Virgin Islands corporation (“Euro Tech”), Pearl Venture Ltd.. a British Virgin Islands Corporation and Broadskill Investment Ltd., a Hong Kong corporation (“Broadskill”) are to be parties to a Stock Transfer Agreement to be executed in connection herewith (the “Stock Transfer Agreement”) providing for the disposition of substantially all of the Ordinary Shares of Euro Tech owned by Regent to Regent’s equity owners with an ultimate purpose of Regent ceasing all of its business operations;

WHEREAS, Mr. Leung has paid funds in the approximate amount of US$15,201 for Regent’s expenses during 2010 and 2011 and Regent’s sole remaining assets are Ordinary Shares of Euro Tech. Regent intends to disperse the Ordinary Shares to the beneficial owners of said shares preliminary to winding up its business affairs. To effect the dispersal of the Ordinary Shares, Regent intends to enter into a Stock Transfer Agreement with Euro Tech, Pearl, Broadskill and certain of the beneficial owners of the Ordinary Shares held in the name of Regent ; and

WHEREAS, Mr. Leung would not agree to the transactions contemplated by the Stock Transfer Agreement but for the covenants of Regent set forth herein.

NOW THEREFORE, in consideration of the premises and the consideration set forth herein and in the Stock Transfer Agreement, the sufficiency and receipt of which is hereby acknowledged, Regent and Mr. Leung hereby agree as follows:

1.             Regent assigns to Mr. Leung an equity interest in Regent equivalent to 21,225 shares of Euro Tech in satisfaction of funds due to Mr. Leung from Regent as a result of his payment of an approximate aggregate of US$15,201 in Regent’s 2010 and 2011 expenses.

2.             Mr. Leung accepts the assignment by Regent set forth in the foregoing paragraph and, and agrees to execute and be bound in all respects by the terms of the Stock Transfer Agreement and further reassigns his right to receive said 21,225 shares of Euro Tech to Pearl,  Pearl being an entity existing for Mr. Leung’s benefit.

3.             This Agreement and the Stock Transfer Agreement constitute the entire understanding between the parties with respect to the subject matter hereof and there are no understandings, representations to warranties of any kind, express or implied, not expressly set forth herein or therein pertaining to the subject matter hereof.

4.             This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and its successors and assigns.

5.             This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of Hong Kong, without reference to the conflict of rules or principles of Hong Kong.

IN WITNESS WHEREOF, Mr. Leung has executed and Regent has caused this Agreement to be executed by its duly authorized officer as of the date first above written.

Regent Earning Ltd.
By:	/s/MelvynMa
Print Name:	Melvyn Ma

Print Title:		Director
/s/T.C.LEUNG
Consented To By
Pearl Venture Ltd.
BY:	/s/T.C.Leung
	Print Name:		T.C. Leung
	Print Title:		Director