EURO TECH HOLDINGS COMPANY LIMITED
18/F Gee Chang Hong Centre
65 Wong Chuk Hong Road
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Hong Kong
September
12, 2017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26,
2017
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 Thursday
October 26, 2017 at 4:00 p.m. local time. The purpose of the
meeting is to:
1. elect six (6) 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 IN THE ENVELOPE PROVIDED. RETURNING THE
PROXY CARD WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
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By
Order of the Board of Directors
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/s/ Jerry Wong
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Jerry
Wong, Secretary
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1
EURO TECH HOLDINGS COMPANY LIMITED
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON OCTOBER 26, 2017
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September 12, 2017
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 September 6, 2017 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 2,061,909 ordinary shares of
the Company eligible to vote (the number of the Company’s
issued and outstanding less the number of non-voting shares
treasury shares held by the Company) on the record
date.
Voting
materials, which include the proxy statement, proxy card and the
Company's annual report on Form 20-F for its fiscal year ended
December 31, 2016 are enclosed.
In this
proxy statement "we" and the "Company" mean Euro Tech Holdings
Company Limited.
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2
TABLE OF CONTENTS
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QUESTIONS
AND ANSWERS ABOUT THE PROXY STATEMENT AND ANNUAL
MEETING
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4
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PROPOSAL
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6
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ELECTION
OF DIRECTORS
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6
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VOTE
REQUIREMENT
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6
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THE
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
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6
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PROPOSAL
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8
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ADJOURNMENT
OF ANNUAL MEETING
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8
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SHAREHOLDER
PROPOSALS AND NOMINATIONS
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9
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FINANCIAL
STATEMENTS
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9
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OTHER
MATTERS
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9
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3
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND ANNUAL
MEETING
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Q:
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WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY
CARD?
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A:
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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 certain issues come 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.
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Q:
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WHAT MATTERS WILL BE VOTED ON AT THE MEETING?
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A:
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You are
being asked to vote on the election of six (6) members to the
Company's Board of Directors 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 below in this proxy statement.
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Q:
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HOW DO I VOTE?
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A:
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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
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 from your
broker in order to vote in person at the meeting.
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Q:
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HOW MANY VOTES DO I HAVE?
Each
ordinary share entitles you to one vote.
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Q:
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WHAT DOES IT MEAN IF I
RECEIVE MORE THAN ONE PROXY CARD?
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A:
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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.
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Q:
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IF I HOLD SHARES IN THE NAME OF A BROKER, WHO VOTES MY
SHARES?
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A:
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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.
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.
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4
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Q:
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WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
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A:
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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., Unit
D, 18/F Gee Chang Hong Centre, 65 Wong Chuk Hong Road, Hong Kong,
Attention: Jerry Wong, Secretary.
If you
hold your shares in the name of your broker, you will need to
contact your broker to revoke your proxy.
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Q:
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HOW MANY VOTES DO WE NEED TO HOLD THE MEETING?
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A:
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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.
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Q:
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WHAT OPTIONS DO I HAVE IN VOTING ON EACH OF THE
PROPOSALS?
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A:
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You may
vote "for," “against” or "abstain" for each director
nominee. You may vote “for”, "against," or "abstain" on
the proposal to adjourn the annual meeting.
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Q:
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HOW MANY VOTES ARE NEEDED FOR APPROVAL OF EACH
PROPOSAL?
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A:
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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.
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Q:
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HOW ARE VOTES COUNTED?
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A:
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Voting
results will be tabulated and certified by our transfer agent,
American Stock Transfer & Trust Company.
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Q:
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WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?
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A:
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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 (“SEC”), and you can
get a copy by contacting the SEC or through the SEC’s EDGAR
system on its home page at www.sec.gov.
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5
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Q:
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WHO BEARS THE COST OF SOLICITING PROXIES?
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A:
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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, six (6) 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, Alex Sham, Y.K. Liang, Janet Cheang and Fu Ming
Chen have been nominated for election to the Board of Directors and
each has consented to serve as such, if elected. All of the
nominees who have been nominated for election as a director
commencing at the conclusion of the annual meeting, except for Ms.
Janet Cheang, have previously been elected as a director. 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,"
"against" or "abstain" for each director nominee.
THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The
Current Directors and Executive Officers of the Company are as
follows:
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Name
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Age
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Position
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T.C.
Leung
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73
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Chairman
of the Board of Directors and Chief Executive Officer
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Jerry
Wong
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58
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Director
and Chief Financial Officer
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Alex
Sham
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53
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Director
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Y.K.
Liang
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87
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Director
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Janet
Cheang
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61
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Director
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Fu Ming
Chen
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68
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Director
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Set forth below is a brief background of the
executive officers and directors based upon the information
supplied by them to the Company:
T.C. Leung has been Chief Executive Officer and
Chairman of the Board of Directors of both the Company and Far East
since their inception. Before establishing Far East, Mr. Leung
was an engineer for English Electric in England, from 1965 to 1968,
and Lockheed Aircraft in Hong Kong, from 1968 to 1970.
Mr. Leung also served as managing director of Eurotherm (Far
East) Ltd. (“Eurotherm”) between 1971 and 1992. From
1988 until he retired in February 2005, Mr. Leung had
also served as managing director of Eurotherm Hong Kong.
Mr. Leung received a Masters degree in Business Administration
from the University of East Asia, Macau in 1986 and is a Chartered
Engineer, a title bestowed upon a member of the Council of
Engineering Institutions in the United Kingdom. The Company
believes Mr. Leung is qualified to serve as a director because of
his experience in managerial roles.
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6
Jerry Wong has served as Director and Chief Financial
Officer of Far East since 1994 and has been with Far East since
1987. Mr. Wong has been the Chief Financial Officer and a
Director of the Company since its inception. From 1985 until 1987,
Mr. Wong worked for MUA Agencies Ltd., a subsidiary of a Hong
Kong publicly listed company engaged in the insurance business, as
deputy manager of its secretarial, legal and accounting department.
From 1981 until 1985, Mr. Wong served as a senior accountant
in Price Waterhouse-Hong Kong. He is a Fellow of the Association of
Chartered Certified Accountants in the United Kingdom and a
Certified Public Accountant in Hong Kong. The Company believes Mr.
Wong is qualified to serve as a director because of his experience
with and understanding of accounting principles, policy and
procedures which will guide management in making financial and
accounting decisions.
Alex Sham has been a Director of the Company since its
inception. Mr. Sham joined Far East in 1988 and has been its
Sales Manager since 1993 and became a Director of Far East in 1996.
Prior to joining Far East, Mr. Sham was employed by the
Environmental Protection Department of the Hong Kong Government
from 1986 until 1988. Mr. Sham received a Master’s
Degree in Business Administration from the University of Adelaide
in 2003 and a Bachelor of Science in Applied Chemistry from Hong
Kong Baptist University in 1990. The Company believes Mr. Sham is
qualified to serve as a director because of his understanding of
environmental protection regulations which we are subject
to.
Y.K. Liang has been a Director of the Company since
February 1998. Mr. Liang served as a director of Wong
Liang Consultants Ltd. from 1991 until 2014 and a member of the
certified public accounting firm of Y.K. Liang & Co. from
1991 until 2014. Mr. Liang has been a director of Sammy Lau
CPA Limited for since February
2012. The Company believes Mr. Liang is qualified to serve as a
director because of his experience with and understanding of
accounting principles, policy and procedures which will guide
management in making financial and accounting
decisions.
Janet Cheang has been a Director of the
Company since July 11, 2017. Ms. Cheang is currently director of
Metta Fine Arts Ltd., an online art gallery specializing in the
promotion and trading of contemporary arts. From 2007 to 2017, she
founded and operated Pinpoint Consultancy Limited, a business
consultancy firm specializing in business development and executive
coaching for companies operating in Hong Kong & mainland China.
From 2003 to 2007, she was founding partner and managing director
of CultureTainment Services Ltd., responsible for business and
brand development consultancy and training projects. From 1997 to
2002, she had worked for Estee Lauder (Hong Kong) Ltd. as the Brand
General Manager for Estee Lauder brand in Hong Kong and mainland
China. She holds a Master of Arts in Practical Philosophy, Lingnan
University, Hong Kong (2013), Master of Arts in Training and Human
Resource Development, University of Technology Sydney, Sydney
(2006) and Bachelor of Arts in Economics & Political Science,
Carleton University, Ottawa (1978). The Company believes Ms. Cheang is qualified to
serve as a director because of her experience with business and
brand development.
Fu Ming Chen has been a Director of the Company since
August 24,
2015. He has a background in accounting and tax. He served as the
Finance and Tax Manager of Shanghai Huaxiang Woolen Dressing Co.,
Ltd. from 1995 to 2013. Prior to that, from 1978 to 1994, he served
as the Chief Accountant at Gulu Chemical Factory, where he was a
member of the senior management. He held a County Township Audit
Certificate issued by Shanghai ChuanSha County People’s
Government from 1991 to 2001 which authorized him to carry out
audit of Township and Village Enterprises in Shanghai ChuanSha
County on behalf of local tax authority. He also holds a
Certificate of Accounting Professional – Intermediate Level
Accountant as well as a Higher Professional Education Certificate
issued by Shanghai Television University. The Company believes Mr.
Chen is qualified to serve as a
director because of his significant
experience with accounting and tax, as well as his leadership of
business organizations.
The
Board of Directors recommends a vote “for” each of the
six (6) directors listed above. 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.
ADDITIONAL
INFORMATION MAY BE FOUND IN THE INDICATED SECTIONS OF THE COMPANY'S
ANNUAL REPORT ON FORM 20-F FOR OUR FISCAL YEAR ENDED DECEMBER 31,
2016 WHICH IS BEING MAILED TO OUR SHAREHOLDERS ON OR ABOUT THE DATE
OF THIS PROXY STATEMENT.
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7
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TYPE OF INFORMATION
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FORM 20-F REFERENCE
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Information
Concerning the Directors and Executive Officers of the
Company
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Item
6A. Directors and Senior Management
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Item
6C. Board Practices
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Executive
Compensation
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Item
6B. Compensation
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Compensation of
Directors
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Item
6B. Compensation
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Pension
Plan
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Item
6B. Compensation
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Certain
Relationships and Related Transactions
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Item
5E. Off Balance Sheet Arrangements
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Item
7B. Related Party Transactions
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Voting
Securities
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Item
7A. Major Shareholders
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Item
10B. Memorandum and Articles of Association.
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Option
Plans
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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 re-soliciting 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 of vote of the
shareholders.
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8
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any
shareholder proposals intended to be considered for presentation at
the 2018 annual meeting and for inclusion in the 2018 proxy
statement must be made in writing and received by the Corporate
Secretary at the Company’s principal executive offices by
March 30, 2018. 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 submitted a proposal to the
Company.
Recommendations by
shareholders for directors to be nominated at the 2018 annual
meeting must be made in writing, with sufficient biographical and
other relevant information 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 2018 annual meeting will be referred to, and
considered by, the Company’s Board of
Directors. No shareholder recommendations were received
before the 2017 annual meeting.
FINANCIAL STATEMENTS
The
consolidated financial statements of the Company, its majority
owned subsidiaries and a company that the Company owns a 20%
interest (in each) are contained in the Company’s Annual
Report on Form 20-F which are 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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9
10
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11