SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 5)
EURO TECH HOLDINGS COMPANY LIMITED
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
G32030101
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(CUSIP Number)
T.C. Leung, Chairman
Euro Tech Holdings Company Limited
18/F Gee Chang Hong Centre
65 Wong Chuk Hong Road
Hong Kong
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2005
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(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 |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule
Page 2 of 9
13d-7(b) for other parties to whom copies are to be sent.
(continued on following pages)
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(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 DATE HEREOF, THE ISSUER HAD
ISSUED AND OUTSTANDING 6,960,851 ORDINARY SHARES (EXCLUSIVE OF
340,651 NON-VOTING TREASURY SHARES).
Page 3 of 9
CUSIP No. G32030101 SCHEDULE 13D
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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7 SOLE VOTING POWER
7,962,151
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NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,962,151
PERSON
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,962,151
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.4%
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14 TYPE OF REPORTING PERSON
IN
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Page 4 of 9
CUSIP No. G32030101 SCHEDULE 13D
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
2,773,991
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----
NUMBER OF 8 SHARED VOTING POWER
SHARES 265,082
BENEFICIALLY
OWNED BY --------------------------------------------------
----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,773,991
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
265,082
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,039,073
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 43.7%
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14 TYPE OF REPORTING PERSON
CO
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Page 5 of 9
CUSIP No. G32030101 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Regent Earning Ltd. No Tax ID No. - Non U.S. Entity
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES 265,082
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
265,082
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,082
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.8%
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14 TYPE OF REPORTING PERSON
CO
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Page 6 of 9
Item 1. Security and Issuer
This Amendment No. 5 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, 2, 3 and 4 filed with the SEC on December
28, 1999, July 24, 2001, May 29, 2003 and September 2, 2005,
respectively.
The class of securities to which this Schedule 13D relates
is the ordinary shares, par value $.01 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, Pearl Venture Ltd. ("Pearl") and Regent Earning Ltd.
("Regent") (the "Reporting Group"). Pearl is a British Virgin
Islands corporation which is a trust for the benefit of Mr.
Leung. Regent is a Hong Kong corporation of which Pearl is the
majority shareholder. 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 Change Hong Centre
65 Wong Chuk Hang Road
Hong Kong
Pearl Venture Ltd. Columbus Centre Building
Wickhams Cay
Road Town, Tortola,
British Virgin Islands
Regent Earning Ltd. 20/F, Yue Shing
Commercial Building
15-16 Queen Victoria Street
Central, Hong Kong
During the past five years, no member of the Reporting Group
(including the officers and directors of Pearl and Regent) 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.
Page 7 of 9
Mr. Leung is a citizen of Hong Kong. Pearl is a British
Virgin Islands corporation. Regent is a Hong Kong corporation.
Item 3. Source and Amount of Funds or Other Consideration
Prior to the Reporting Event (described below), Mr. Leung
directly owned 480,678 Ordinary Shares of the Issuer. As a
result of the Reporting Event, Mr. Leung directly owned 726,678
Ordinary Shares. Mr. Leung possesses options to purchase the
number of Issuer's ordinary shares as indicated pursuant to the
following plans and at the prices indicated opposite the plan
names:
Exercise Price
Plans Number of Shares (US$)
----- ---------------- --------------
Management Options 2,457,000 1.6789
966,600 1.221
2000 and 2002 Officers' (a) 567,000 0.5857
and Directors' Plans
(b) 205,800 0.8191
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4,196,400
The Issuer's 2000 and 2002 Officers and Directors Plans both
contain "cashless" exercise provisions permitting the
optionholder to pay for the exercise of his option by
surrendering Ordinary Shares valued at the fair market value of
such shares on the date of exercise, provided that such shares
were held by the optionholder for not less than six months prior
to the date of exercise of the option.
Mr. Leung has exercised 180,000 options exercisable at
$1.221 per share granted to him pursuant to the Management Option
Plan and 66,000 options exercisable at $0.5787 per share granted
to him pursuant to the 2000 Officers and Directors Plan of the
Issuer by the payment in cash for an aggregate exercise price of
$219,780.00 and $38,194.20 respectively. As a consequence, Mr.
Leung's ownership changed by with the Issuer, issuing to him
246,000 new shares (the "Reporting Event"). The shares owned
directly by Mr. Leung increased from 480,678 shares to 726,678
shares. His options decreased by 246,000 from 4,442,400 options
to 4,196,400 options.
Item 4. Purpose of Transactions
Investment purposes.
Page 8 of 9
Item 5. Interest in Securities of the Issuer
As of the date hereof, the aggregate number of shares held
of record by all members of the Reporting Group is 7,962,151 or
approximately 71.4% of the Issuer's issued and outstanding
Ordinary Shares.
Mr. Leung possesses sole voting and dispositive power as to
726,678 of the Issuer's Ordinary Shares owned by him and as to
the options to purchase 4,196,400 of the Issuer's Ordinary
Shares.
Regent and Pearl share voting and dispositive power as to
the Ordinary Shares owned of record by Regent (265,082 shares or
3.8% of the Issuer's Ordinary Shares). When Pearl's record
ownership (2,773,991 shares) is aggregated with its beneficial
ownership in the shares held in the name of Regent, Pearl
beneficially owns 3,039,073 shares or 43.7% of Issuer's Ordinary
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Agreement among the Reporting Group to file a single
Statement on Schedule 13D on behalf of each of them.
Page 9 of 9
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: November 14, 2005 /s/T.C. Leung
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T.C. Leung
PEARL VENTURE LTD.
Dated: November 14, 2005 By: /s/Yeung Kai-Tai
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Name: Yeung Kai-Tai
Title: Director
REGENT EARNING LTD.
Dated: November 14, 2005 By: /s/Wong Shing Yue, Eddy
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Name: Wong Shing Yue, Eddy
Title: Director
EXHIBIT
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 each of them.
Dated: November 14, 2005 /s/T.C. Leung
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T.C. Leung
PEARL VENTURE LTD.
Dated: November 14, 2005 By: /s/Yeung Kai-Tai
--------------------------
Name: Yeung Kai-Tai
Title: Director
REGENT EARNING LTD.
Dated: November 14, 2005 By: /s/Wong Shing Yue, Eddy
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Name: Wong Shing Yue, Eddy
Title: Director