<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
REGISTRATION NO. 333-16277
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EURO TECH HOLDINGS COMPANY LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
AND TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
<TABLE>
<S> <C> <C>
BRITISH VIRGIN ISLANDS 5090 NA
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
</TABLE>
18F Gee Chang Hong Centre
65 Wong Chuk Hang Road, Hong Kong
011-852-2814-0311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
C T CORPORATION SYSTEM
1633 Broadway
New York, New York 10019
(212) 664-1666
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT PEREZ, ESQ. JAY M. KAPLOWITZ, ESQ.
GUSRAE, KAPLAN & BRUNO GERSTEN, SAVAGE, KAPLOWITZ, FREDERICKS & CURTIN, LLP
120 Wall Street 101 East 52nd Street
New York, New York 10005 New York, New York 10022
Tel No. (212) 269-1400 Tel No. (212) 752-9700
Fax No. (212) 809-5449 Fax No. (212) 752-9713
</TABLE>
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.......... 690,000(2) $ 5.00 $3,450,000 $1,045.46
- --------------------------------------------------------------------------------------------------
Redeemable Common Stock Purchase
Warrants............................ 690,000(3) $ .15 $ 103,500 $ 31.36
- --------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(4)....... 690,000 $ 5.50 $3,795,000 $1,150.00
- --------------------------------------------------------------------------------------------------
Underwriter's Stock Warrants(5)....... 60,000 $ -- $ 5 $ --
- --------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(6)....... 60,000 $ 8.25 $ 495,000 $ 150.00
- --------------------------------------------------------------------------------------------------
Underwriter's Warrants(7)............. 60,000 $ -- $ 5 $ --
- --------------------------------------------------------------------------------------------------
Common Stock Purchase Warrants(8)..... 60,000 $.2475 $ 14,850 $ 4.50
- --------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(9)....... 60,000 $ 6.00 $ 360,000 $ 109.09
- --------------------------------------------------------------------------------------------------
Redeemable Common Stock Purchase
Warrants to be sold by Selling
Securityholders..................... 930,000 $ .15(10) $ 139,500 $ 42.27
- --------------------------------------------------------------------------------------------------
Common Stock, $.01 par value to be
sold by Selling Securityholders..... 930,000 $ 5.50(10) $5,115,000 $1,550.00
- --------------------------------------------------------------------------------------------------
TOTAL.......................... $4,082.68(12)
==========
==================================================================================================
</TABLE>
- ---------------
(1) Except as set forth in Note (10), estimated solely for purposes of
calculating the registration fee.
(2) Includes 90,000 shares of Common Stock subject to the underwriter's
overallotment option and assumes the overallotment option is exercised in
full.
(3) Includes 90,000 Redeemable Common Stock Purchase Warrants subject to the
underwriter's overallotment option and assumes the overallotment option is
exercised in full.
(4) Issuable upon exercise of the Redeemable Common Stock Purchase Warrants
referred to in the prior note.
(5) To be issued to the Underwriter, entitling the Underwriter to purchase up
to 60,000 shares of Common Stock.
(6) Issuable upon the exercise of the Underwriter's Stock Warrants.
(7) To be issued to the Underwriter, entitling the Underwriter to purchase up
to 60,000 Common Stock Purchase Warrants.
(8) Issuable upon the exercise of the Underwriter's Warrants.
(9) Issuable upon the exercise of the Common Stock Purchase Warrants identified
in the prior note.
(10) Price is based upon actual sale price paid or to be paid by Selling
Securityholders to Registrant.
(11) Issuable upon the exercise of the Redeemable Common Stock Purchase Warrants
which are to be sold by the Selling Securityholders.
(12) $4,734.24 previously paid with initial filing on November 18, 1996.
PURSUANT TO RULE 416, THERE ARE ALSO BEING REGISTERED SUCH ADDITIONAL BUT
INDETERMINATE NUMBER OF SHARES AS MAY BECOME ISSUABLE PURSUANT TO ANTI-DILUTION
PROVISIONS OF THE REDEEMABLE COMMON STOCK PURCHASE WARRANTS AND THE
UNDERWRITER'S STOCK WARRANTS AND UNDERWRITER'S WARRANTS.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 3
EURO TECH HOLDINGS COMPANY LIMITED
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM OF FORM F-1 LOCATION IN PROSPECTUS
- ------------------------------------------------------------- ------------------------------
<S> <C>
1. Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus................................ Front Cover Page of
Registration Statement; Cross
Reference Sheet; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.............................................. Inside Front Cover Page of
Prospectus; Additional
Information; Outside Back
Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Earnings
to Fixed Charges........................................ Prospectus Summary; Risk
Factors
4. Use of Proceeds......................................... Prospectus Summary; Use of
Proceeds
5. Determination of Offering Price......................... Outside Front Cover Page of
Prospectus; Underwriting
6. Dilution................................................ Dilution; Risk Factors
7. Selling Securityholders................................. Concurrent Registration for
Selling Securityholders
8. Plan of Distribution.................................... Outside Front Cover Page of
Prospectus; Underwriting
9. Description of Securities to be Registered.............. Outside Front Cover Page of
Prospectus; Prospectus
Summary; Description of
Securities
10. Interests of Named Experts and Counsel.................. Legal Matters; Experts
11. Information with Respect to the Registrant.............. Outside Front Cover Page of
Prospectus; Prospectus
Summary; Risk Factors;
Capitalization; Unaudited Pro
Forma Condensed Consolidated
Financial Statements; Selected
Financial Information;
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations; Business;
Management; Certain
Transactions; Principal
Shareholders; Description of
Securities; Dividend Policy;
Shares Eligible for Future
Sale; Appendix -- The People's
Republic of China; Financial
Statements
12. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.............................. *
</TABLE>
- ---------------
* Item is inapplicable, or the answer thereto is in the negative, and is
omitted.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of this offering, all of which are to be paid by the
Registrant, in connection with the issuance and distribution of the Securities
being registered, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................................ $ 4,734.24
NASD Filing Fee................................................................. 1,872.93
NASDAQ Listing and Filing Fees.................................................. 15,000.00*
Printing and Engraving Expenses................................................. 50,000.00*
Accounting Fees and Expenses.................................................... 100,000.00*
Legal Fees and Expenses......................................................... 212,000.00*
Blue Sky Fees and Expenses...................................................... 50,000.00*
Transfer and Warrant Agent Fees and Expenses.................................... 10,000.00*
Consulting Agreement with Underwriter........................................... 108,000.00
Underwriter's non-accountable expense allowance (assuming no exercise of the
overallotment option)......................................................... 92,700.00
Miscellaneous Expenses.......................................................... 5,942.83*
Total........................................................................... $650,250.00*
===========
</TABLE>
- ---------------
* Estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 57 of the British Virgin Islands International Business Companies
Ordinance provides as follows:
(1) Subject to subsection (2) and any limitations in its memorandum or
articles, a company incorporated under this Ordinance may indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who:
(a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is
or was a director, an officer or a liquidator of the company; or
(b) is or was, at the request of the company, serving as a director,
officer or liquidator of, or in any other capacity is or was acting for,
another company or a partnership, joint venture, trust or other enterprise.
(2) Subsection (1) only applies to a person referred to in that subsection
if the person acted honestly and in good faith with a view to the best interests
of the company and, in the case of criminal proceedings, the person has no
reasonable cause to believe that his conduct was unlawful.
(3) The decision of the directors as to whether the person acted honestly
and in good faith and with a view to the best interests of the company and as to
whether the person had no reasonable cause to believe that his conduct was
unlawful is in the absence of fraud, sufficient for the purposes of this
section, unless a question of law is involved.
(4) The termination of any proceedings by any judgment, order, settlement,
conviction or the entering of a nolle prosequi does not, by itself, create a
presumption that the person did not act honestly and in good faith and with a
view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.
II-1
<PAGE> 5
(5) If the person referred to in subsection (1) has been successful in
defense of any proceedings referred to in subsection (1), the person is entitled
to be indemnified against all expenses, including legal fees, and against all
judgements, fines and amounts paid in settlement and reasonably incurred by the
person in connection with the proceedings.
In addition, Section 58 of the British Virgin Islands International
Business Ordinance provides as follows:
A company incorporated under this Ordinance may purchase and maintain
insurance in relation to any person who is or was a director, an officer
or a liquidator of the company, or who at the request of the company is
or was serving as a director, an officer or a liquidator of, or in any
other capacity is or was acting for, another company or a partnership,
joint venture, trust or other enterprise, against any liability asserted
against the person and incurred by the person in that capacity, whether
or not the company has or would have had the power to indemnify the
person against the liability under subsection (1) of section 57.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant has sold the following securities within the past three
years:
A
In November 1996, the Registrant sold an aggregate of 150,000 shares of its
Common Stock to the entities identified as follows, at a price of $.01 per
share, Gusrae, Kaplan & Bruno (50,000 shares); Sidford International Ltd.
(100,000 shares); and
B
In November 1996, the Registrant sold, to the persons and entities
identified below, the securities of the Registrant for the consideration
indicated opposite their names:
<TABLE>
<CAPTION>
PERSON/ENTITY NUMBER OF SECURITIES CONSIDERATION
- ------------------------------- ----------------------------------------------------- ----------
<S> <C> <C>
Signal Hill, N.V............... Ninety Two Hundredths of a Unit (s)of the Company's $13,800.00
Securities*
Celestial Dreams Corp., N.V.... One Unit of the Company's Securities* $15,000.00
Richgrove, N.V................. One Unit of the Company's Securities* $15,000.00
Waveland Corp, N.V............. One Unit of the Company's Securities* $15,000.00
Eaglehurst, N.V................ One Unit of the Company's Securities* $15,000.00
Totado International, N.V...... 7/10ths of a Unit of the Company's Securities* $10,500.00
Lillian Goldman................ One Half of a Unit of the Company's Securities* $ 7,500.00
Jennifer L. King............... One Half of a Unit of the Company's Securities* $ 7,500.00
Maureen Hilson................. One Half of a Unit of the Company's Securities* $ 7,500.00
Imagine Holdings Corp.......... One Half of a Unit of the Company's Securities* $ 7,500.00
Ningling Jing.................. 3/10ths of a Unit of the Company's Securities* $ 4,500.00
Edward Boginsky................ One Quarter of a Unit of the Company's Securities* $ 3,750.00
K. Percy....................... One Quarter of a Unit of the Company's Securities* $ 3,750.00
Pamela Gailliard............... One Quarter of a Unit of the Company's Securities* $ 3,750.00
Robert B. Sauter............... One Tenth of a Unit of the Company's Securities* $ 1,500.00
Louella Fiedtkou............... One Tenth of a Unit of the Company's Securities* $ 1,500.00
Philip Settles................. One Tenth of a Unit of the Company's Securities* $ 1,500.00
Dr. David Mehler............... One Tenth of a Unit of the Company's Securities* $ 1,500.00
David H. Meyrowitz............. One Tenth of a Unit of the Company's Securities* $ 1,500.00
Farid K. Farida................ One Tenth of a Unit of the Company's Securities* $ 1,500.00
Edwin S. Osias................. One Tenth of a Unit of the Company's Securities* $ 1,500.00
</TABLE>
II-2
<PAGE> 6
<TABLE>
<CAPTION>
PERSON/ENTITY NUMBER OF SECURITIES CONSIDERATION
- ------------------------------- ----------------------------------------------------- ----------
<S> <C> <C>
Lon Rubackin................... One Tenth of a Unit of the Company's Securities* $ 1,500.00
Gale L. Sayer Proby............ One Tenth of a Unit of the Company's Securities* $ 1,500.00
Charles A. Conner, Jr.......... One Tenth of a Unit of the Company's Securities* $ 1,500.00
Georgia M. Rogers.............. One Twentieth of a Unit of the Company's Securities $ 750.00
Jon A. & C. Elizabeth One Twentieth of a Unit of the Company's Securities* $ 750.00
Maresca......................
Jane Troyer.................... One Twentieth of a Unit of the Company's Securities* $ 750.00
Clifford Feldstein............. One Twentieth of a Unit of the Company's Securities* $ 750.00
Ulysses Fleming................ One Tenth of a Unit of the Company's Securities* $ 1,500.00
John Andrew Roe................ Three One-hundredths of a Unit of the Company's $ 450.00
Securities*
TOTAL $150,000.00
</TABLE>
- ------------------
* Each Unit consisting of 100,000 Redeemable Common Stock Purchase Warrants.
These transactions were exempt from registration under the Securities Act
of 1933, as amended (the "Act"), under Section 4(2) of that Act as not involving
a public offering, and as to those sales set forth under subsection B above,
reliance is placed upon Rule 506 of Regulation D and Section 4(6) of the Act. No
underwriter was engaged by the Registrant in connection with the issuances
described above in A. May Davis Group, Inc acted as placement agent for the
Registrant in connection with the issuances described in B above and received a
commission and non-accountable expense equal to 10% and 3% of the aggregate
amount of such securities. The recipients of all of the foregoing securities
represented that such securities were being acquired for investment and not with
a view to the distribution thereof. In addition, the certificates evidencing
such securities bear restrictive legends.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement (2)
3.1 Registrant's Restated Memorandum and Articles of Association (1)
4.1 Form of Underwriter's Warrant Certificate (2)
4.2 Form of Financial Consulting Agreement to be entered into by and between the
Registrant and the Underwriter (2)
4.3 Form of Common Stock Certificate (2)
4.4 Form of Redeemable Common Stock Purchase Warrants (2)
4.5 Form of Warrant Agreement between Registrant and American Stock Transfer & Trust
Company (2)
5.1 Opinion of Smith Hughes, Raworth & McKenzie (2)
10.1 Form of Stock Exchange Agreement (2)
10.2 Preliminary Agreement between the Shanghai Thermometric Instrument Plant and Euro
Tech (Far East) Ltd. (1)
10.3 Lease For Euro Tech (Far East) Ltd.'s Hong Kong Office (1)
10.4 Lease For Euro Tech (Far East) Ltd.'s Guangzhou Office (1)
10.5 Purchase Agreement between Beijing China International Industry and Commerce Co.
Ltd. and Euro Tech (Far East) Ltd. (Beijing sales office) (1)
10.6 Purchase Agreement between Shanghai Xing Tai Real Estate Development Incorp. and
Euro Tech (Far East) Ltd. (Shanghai sales office) (1)
10.7 International Sales Representative and Distribution Agreement between Wallace &
Tiernan and Euro Tech (Far East) Ltd. (1)
10.8 Sales Representative Agreement between the Finnigan Corporation and Euro Tech (Far
East) Ltd. (1)
</TABLE>
II-3
<PAGE> 7
<TABLE>
<C> <S>
10.9 Distributorship Agreement between Hach Company and Euro Tech (Far East) Limited
(1)
10.10 Hong Kong Bank Mortgage Commitment Letter with Euro Tech (Far East) Ltd.
(regarding Beijing sales office) (1)
10.11 The Bank of East Asia Limited Mortgage Commitment Letter with Euro Tech (Far East)
Limited (regarding Shanghai sales office) (1)
10.12 Hong Kong Bank Mortgage with Euro Tech (Far East) Limited (regarding new office)
(1)
10.13 Standard Chartered Bank Mortgage with Euro Tech (Far East) Limited (regarding
investment property) (1)
10.14 Form of Agreement among Registrant, Euro Tech (Far East) Limited and Shereman
Enterprises Ltd. (for the services of T.C. Leung) (2)
10.15 Registrant's Stock Option Plan (2)
10.16 Consulting Agreement with Sidford International Ltd. (2)
23.1 Consent of Smith Hughes, Raworth & McKenzie (included in Exhibit 5.1) (2)
23.2 Consents of Arthur Anderson & Co., Hong Kong (3)
23.3 Consent of Gusrae, Kaplan & Bruno (2)
23.4 Consent of Hastings & Co. (2)
23.5 Consent of Jingtian Associates (2)
24.1 Power of Attorney included on Page II-6 of initial filing.
</TABLE>
- ---------------
(1) Previously filed with initial filing.
(2) Previously filed with Amendment No. 1 on January 31, 1997.
(3) Filed herewith.
(b) Financial Statement Schedule(s)
NONE REQUIRED.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a) (3) of the Act
need not be furnished, provided, that the registrant includes in the prospectus,
by means of a post-effective amendment,
II-4
<PAGE> 8
financial statements required pursuant to this paragraph (a) (4) and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(6) The undersigned registrant hereby undertakes to provide to the
underwriters, at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in Hong Kong, on the 6th day of March, 1997.
EURO TECH HOLDINGS COMPANY LIMITED
By: /s/ T.C. Leung
----------------------------------
T.C. Leung,
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------------- --------------
<S> <C> <C>
/s/ T.C. Leung Chairman of the Board of Directors, March 6, 1997
- ---------------------------------------- Chief Executive Officer and Director
T.C. Leung (Principal Executive Officer)
/s/ Jerry Wong Chief Financial Officer and Director March 6, 1997
- ---------------------------------------- (Principal Accounting and Financial
Jerry Wong Officer)
* Director March 6, 1997
- ----------------------------------------
Nancy Wong
* Director March 6, 1997
- ----------------------------------------
Nancy Wong
* Director March 6, 1997
- ----------------------------------------
Alex Sham
*By: /s/ T.C. Leung
------------------------------------
T.C. Leung
Attorney-in-Fact
March 6, 1997
</TABLE>
II-6
<PAGE> 10
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 6, 1997 by the undersigned
as the duly authorized representative of Euro Tech Holdings Company Limited in
the United States.
/s/ PATRICK W. LEUNG
--------------------------------------
Patrick W. Leung
900 Palisade Ave. 8F
Fort Lee, NJ 07024
II-7
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
----- ---------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (2)
3.1 Registrant's Restated Memorandum and Articles of Association (1)
4.1 Form of Underwriter's Warrant Certificate (2)
4.2 Form of Financial Consulting Agreement to be entered into by and
between the Registrant and the Underwriter (2)
4.3 Form of Common Stock Certificate (2)
4.4 Form of Redeemable Common Stock Purchase Warrants (2)
4.5 Form of Warrant Agreement between Registrant and American Stock
Transfer & Trust Company (2)
5.1 Opinion of Smith Hughes, Raworth & McKenzie (2)
10.1 Form of Stock Exchange Agreement (2)
10.2 Preliminary Agreement between the Shanghai Thermometric Instrument
Plant and Euro Tech (Far East) Ltd. (1)
10.3 Lease For Euro Tech (Far East) Ltd.'s Hong Kong Office (1)
10.4 Lease For Euro Tech (Far East) Ltd.'s Guangzhou Office (1)
10.5 Purchase Agreement between Beijing China International Industry and
Commerce Co. Ltd. and Euro Tech (Far East) Ltd. (Beijing sales office)
(1)
10.6 Purchase Agreement between Shanghai Xing Tai Real Estate Development
Incorp. and Euro Tech (Far East) Ltd. (Shanghai sales office) (1)
10.7 International Sales Representative and Distribution Agreement between
Wallace & Tiernan and Euro Tech (Far East) Ltd. (1)
10.8 Sales Representative Agreement between the Finnigan Corporation and
Euro Tech (Far East) Ltd. (1)
10.9 Distributorship Agreement between Hach Company and Euro Tech (Far
East) Limited (1)
10.10 Hong Kong Bank Mortgage Commitment Letter with Euro Tech (Far East)
Ltd. (regarding Beijing sales office) (1)
10.11 The Bank of East Asia Limited Mortgage Commitment Letter with Euro
Tech (Far East) Limited (regarding Shanghai sales office) (1)
10.12 Hong Kong Bank Mortgage with Euro Tech (Far East) Limited (regarding
new office) (1)
10.13 Standard Chartered Bank Mortgage with Euro Tech (Far East) Limited
(regarding investment property) (1)
10.14 Form of Agreement among Registrant, Euro Tech (Far East) Limited and
Shereman Enterprises Ltd. (for the services of T.C. Leung) (2)
10.15 Registrant's Stock Option Plan (2)
10.16 Consulting Agreement with Sidford International Ltd. (2)
23.1 Consent of Smith Hughes, Raworth & McKenzie (included in Exhibit 5.1)
(2)
23.2 Consents of Arthur Anderson & Co., Hong Kong (3)
23.3 Consent of Gusrae, Kaplan & Bruno (2)
23.4 Consent of Hastings & Co. (2)
23.5 Consent of Jingtian Associates (2)
24.1 Power of Attorney included on Page II-6 of initial filing.
</TABLE>
- ---------------
(1) Previously filed with initial filing.
(2) Previously filed with Amendment No. 1 on January 31, 1997.
(3) Filed herewith.
<PAGE> 1
EXHIBIT 23.2
March 6, 1997
The Directors
Euro Tech (Far East) Limited
18/F Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
Dear Sirs,
As independent public accountants, we hereby consent to the use of our
reports dated November 13, 1996 included in this registration statement and to
all references to our Firm included in this registration statement.
Very truly yours,
/s/ ARTHUR ANDERSEN & CO.
--------------------------------------
Arthur Andersen & Co.
<PAGE> 2
EXHIBIT 23.2
March 6, 1997
The Directors
Euro Tech Holdings Company Limited
18/F Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
Dear Sirs,
As independent public accountants, we hereby consent to the use of our
reports dated November 13, 1996 included in this registration statement and to
all references to our Firm included in this registration statement.
Very truly yours,
/s/ ARTHUR ANDERSEN & CO.
--------------------------------------
Arthur Andersen & Co.
