<PAGE>
Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of August, 2000
Euro Tech Holdings Company Limited
-------------------------------------------------------
(Translation of registrant's name into English)
18/F Gee Chang Hong Centre, 65 Wong Chuk Hang 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 [ X ] Form 40-F [ ]
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 [ ] No [ X ]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12G3-2(b):82-_______________________.
<PAGE>
EURO TECH HOLDINGS COMPANY LIMITED
FORM 6-K
PAGE 2 OF 4
On August 9, 2000 Euro Tech Holdings Company Limited (the "Company") held
its Annual Meeting of Shareholders at 4:00 P.M. (local time) at the Luk Kwok
Hotel, 72 Gloucester Road, Wanchai, Hong Kong.
Proposals presented to the shareholders at that meeting included the
following:
PROPOSAL 1. The election of the following seven persons to the Company's Board
of Directors:
T.C. Leung
Jerry Wong
Nancy Wong
C.P. Kwan
Alex Sham
Adam L. Goldberg and
Y.K. Liang
PROPOSAL 2. The Company's 2000 Officers' and Directors' Stock Option and
Incentive Plan (the "O&D Plan").
PROPOSAL 3. The Company's 2000 Employee's Stock Option and Incentive Plan (the
"Employees' Plan").
PROPOSAL 4. An Amendment to the Company's Memorandum and Articles of Association
(the "Charter") to increase the number of the Company's authorized
shares from 20,000,000 to 25,000,000.
PROPOSAL 5. An Amendment to the Charter to create a class of "blank-check
preferred stock." and
PROPOSAL 6. Ratify Arthur Andersen & Co., Hong Kong as the Company's independent
auditors for the Company's fiscal year to end December 31, 2000
("Fiscal 2000").
An aggregate of 2,180,694 shares, representing approximately 88% of the
Company's 2,481,840 issued and outstanding shares were present in person or by
proxy. A clear quorum was present.
<PAGE>
EURO TECH HOLDINGS COMPANY LIMITED
FORM 6-K
PAGE 3 OF 4
The shareholders in person or by proxy voted their shares as follows:
PROPOSAL NUMBER 1. Election of Directors:
<TABLE>
<CAPTION>
Withhold Approximate Percentage of
For Against Authority "For Votes"
-----------------------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
T.C. Leung 2,178,584 0 2,100 99.9% 87.8%
Jerry Wong 2,178,584 0 2,100 99.9% 87.8%
Nancy Wong 2,178,584 0 2,100 99.9% 87.8%
C.P. Kwan 2,178,584 0 2,100 99.9% 87.8%
Alex Sham 2,178,584 0 2,100 99.9% 87.8%
Y.K. Liang 2,178,584 0 2,100 99.9% 87.8%
Adam L. Goldberg 647,389 0 1,533,305 29.7% 26.1%
</TABLE>
PROPOSAL NUMBER 2. Adopt O&D Plan
<TABLE>
<CAPTION>
Approximate Percentage of
For Against Abstain "For" Votes
------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,670,349 11,485 2,900 76.6% 67.3%
</TABLE>
PROPOSAL NUMBER 3. Adopt Employees' Plan:
<TABLE>
<CAPTION>
Approximate Percentage of
For Against Abstain "For" Votes
------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,670,589 10,920 3,225 76.6% 67.3%
</TABLE>
PROPOSAL NUMBER 4. Increase Authorized Number of Shares:
<TABLE>
<CAPTION>
Approximate Percentage of
For Against Abstain "For" Votes
------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
------------------------------------------------------------------
<S> <C> <C> <C> <C>
2,125,391 53,238 2,065 97.5% 85.6%
</TABLE>
<PAGE>
EURO TECH HOLDINGS COMPANY LIMITED
FORM 6-K
PAGE 4 OF 4
PROPOSAL NUMBER 5. Authorize "Blank Check" Preferred Stock:
<TABLE>
<CAPTION>
Approximate Percentage of
For Against Abstain "For" Votes
------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,627,611 51,433 5,690 74.6% 65.6%
------------------------------------------------------------------
</TABLE>
PROPOSAL NUMBER 6. Ratify Auditors:
<TABLE>
<CAPTION>
Approximate Percentage of
For Against Abstain "For" Votes
------------------------------------------------------------------
Of Shares Of All Issued &
Present Outstanding Shares
------------------------------------------------------------------
<S> <C> <C> <C> <C>
2,174,519 3,650 2,525 99.7% 87.6%
</TABLE>
As a result, except for Mr. Goldberg, all of the Company's directors were
reelected as Directors of the Company to serve in that capacity for the ensuing
year. Also all proposals were carried. The Company's Charter has been amended to
(i) increase the number of shares authorized for issuance to 25,000,000 shares
from 20,000,000 shares and (ii) create a class of "blank check" preferred stock.
The Company's O&D Plan and Employees Plan, covering 292,000 shares and 146,000
shares, respectively were adopted and the retention of Arthur Andersen & Co.,
Hong Kong as the Company's auditors for the Company's 2000 Fiscal Year was
ratified.
The Company is conducting a search for Mr. Goldberg's successor.
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.
EURO TECH HOLDINGS COMPANY LIMITED
(Registrant)
Dated: August 17, 2000 By: /s/ T.C. LEUNG
------------------------------------
T.C. Leung, Chief Executive Officer
and Chairman of the Board
