Report of Foreign Issuer (6-k)
April 25 2019 - 9:03AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of April 2019
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.
Form20-F
☑···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 ☑
If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12G3-2(b):82-
.
Item
7.01
Regulation
FD Disclosure
On April 18, 2019, our Board of Directors of Euro
Tech Holdings Company Limited (the “Company”) approved
the
adoption of the 2019 Stock Option and Incentive Plan
(the “Plan”). Subject to the approval of the Plan by a
resolution of the shareholders of the Company, the Board of
Directors of the Company approved the adoption of the Plan by
unanimous written consent dated April 18, 2019 as it believes that
such actions are in the best interests of the Company and its
shareholders. The Plan was then approved under a resolution of the
Company's shareholders consented to in writing dated April 18,
2019.
The
Board of Directors believes that the Plan will promote the success,
and enhance the value, of the Company by linking the personal
interest of participants to those of Company shareholders and by
providing participants with an incentive for outstanding
performance.
The
Plan provides for the granting of up to 300,000 Ordinary Shares
(the “Share Limit”), in the form of options to
Officers, Directors and Key Employees who perform services which
contribute to the successful performance of the Company. In
addition, the Plan provides that, on the first day of each fiscal
year commencing on January 1, 2020, the Share Limit shall
automatically be increased by that number of shares equal to 5% of
the number of Ordinary Shares outstanding as of such
date.
Pursuant to Article
82 of the Articles of Association of the Company an action that may
be taken by the shareholders at a meeting may also be taken by a
resolution of shareholders consented to in writing, without the
need for any notice. No meeting of the shareholders of the Company
was required in order to pass the shareholder resolutions that
approved the adoption of the Plan as it was instead approved by way
of a resolution of shareholders consented to in writing.
Shareholders holding a majority of the shares entitled to vote on
the adoption of the Plan passed the approving shareholder
resolutions. This eliminated the costs and management time involved
in holding a meeting of the shareholders and ensured that the Plan
was adopted as early as possible in order to accomplish the
purposes of the Company.
On or about April 25, 2019, the Company caused to
be sent to its shareholders a
Notice relating to the
adoption of the Plan
. Copies of the
Plan and the Notice are filed herewith.
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.
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EURO
TECH HOLDINGS COMPANY LIMITED
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April
25, 2019
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By:
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/s/Jerry
Wong
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Jerry
Wong
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Chief
Financial Officer
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Item
9.01
Financial Statements and Exhibits..
(a)
Financial
Statements:
None.
(b)
Pro
Forma Financial Information:
None.
(c)
Shell
Company Transactions:
None.
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Euro
Tech Holdings Company Limited 2019 Stock Option and Incentive
Plan
|
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Notice
to Shareholders, dated April 18, 2019, issued by Euro Tech Holdings
Company Limited
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