FORM 20-F

o                                  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x                               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended    December 31, 2006

OR

o                                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o                                  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

Commission file number  000-22113

EURO TECH HOLDINGS COMPANY LIMITED
(Exact name of Registrant as specified in its charter)

EURO TECH HOLDINGS COMPANY LIMITED
(Translation of Registrant’s name into English)

British Virgin Islands
(Jurisdiction of incorporation or organization)

18/F Gee Chang Hong Centre, 65 Wong Chuk Hong Road, Hong Kong
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Ordinary Shares, $0.01 par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

(Title of Class)

Indicate the number of issued and outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

9,034,541 Ordinary Shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x     No  o

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o     No  x

If this is an annual or transitional report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Yes  o     No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).

Large Accelerated Filer   o     Accelerated Filer  o     Non-Accelerated Filer  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes  o     No  x

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  o     Item 18  x

TABLE OF CONTENTS

INTRODUCTION
FORWARD LOOKING STATEMENTS
GLOSSARY
PART I
ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3.		KEY INFORMATION
Item 3A.		Selected Financial Data
Item 3B.		Capitalization and Indebtedness
Item 3C.		Reasons for the Offer and Use of Proceeds
Item 3D.		Risk Factors
ITEM 4.		INFORMATION ON THE COMPANY
Item 4A.		History and Development of the Company
Item 4B.		Business Overview
Item 4C.		Organizational Structure
Item 4D.		Property, Plant and Equipment
ITEM 5.		OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Item 5A.		Operating Results
Item 5B.		Liquidity and Capital Resources
Item 5C.		Research and Development, Patents and Licenses
Item 5D.		Trend Information
Item 5E.		Off Balance Sheet Arrangements
Item 5F.		Tabular Disclosure of Contractual Obligations
ITEM 6.		DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Item 6A.		Directors and Senior Management
Item 6B.		Compensation
Item 6C.		Board Practices
Item 6D.		Employees
Item 6E.		Share Ownership
ITEM 7.		MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Item 7A.		Major Shareholders
Item 7B.		Related Party Transactions
Item 7C.		Interest of Experts and Counsel
ITEM 8.		FINANCIAL INFORMATION
Item 8A.		Consolidated Statements and Other Financial Information
Item 8B.		Significant Changes
ITEM 9.		THE OFFERING AND LISTING
Item 9A.		Listing Details
Item 9B.		Plan of Distribution
Item 9C.		Markets
Item 9D.		Selling Shareholders
Item 9E.		Dilution
Item 9F.		Expenses Of The Issue

 

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ITEM 10.		ADDITIONAL INFORMATION
Item 10A.		Share Capital
Item 10B.		Memorandum and Articles of Association
Item 10C.		Material Contracts
Item 10D.		Exchange Controls
Item 10E.		Taxation
Item 10F.		Dividends And Paying Agents
Item 10G.		Statement By Experts
Item 10H.		Documents on Display
Item 10I.		Subsidiary Information
ITEM 11.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12.		DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13.		DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES
ITEM 14.		MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15.		CONTROLS AND PROCEDURES
ITEM 16.		[RESERVED]
Item 16A.		Audit Committee Financial Expert
Item 16B.		Code Of Ethics
Item 16C.		Principal Accountant Fees And Services
Item 16D.		Exemptions From Listing Standards
PART III
ITEM 17.		FINANCIAL STATEMENTS
ITEM 18.		FINANCIAL STATEMENTS
ITEM 19.		EXHIBITS

 

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INTRODUCTION

In this Form 20-F, reference to “us”, “we”, the “Company” and “Euro Tech” are to Euro Tech Holdings Company Limited and its subsidiaries unless otherwise expressly stated or the context otherwise requires.

Forward Looking Statements

This annual report contains forward looking statements. Additional written or oral forward looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission (the “Commission”) or otherwise. Such forward looking statements are within the meaning of that term in Section 21E of the Exchange Act of 1934. Such statements may include, but not be limited to, projections of revenues, income, or loss, capital expenditures, plans for future operations, financing needs or plans, and plans relating to products or services of the Company, as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and similar expressions identify forward looking statements, which speak only as of the date the statement was made. Forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward looking statements. Statements in this Annual Report, including those contained in the sections entitled Part I, Item 3D. “Risk Factors” and Item 5. “Operating and Financial Review and Prospects” and the notes to the Company’s Consolidated Financial Statements, describe factors, among others, that could contribute to or cause such differences.

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GLOSSARY

The following glossary of terms may be helpful in understand­ing the terminology used in this Annual Report.

Anaerobic:		Treating waste water biologically in the absence of air.
Ambient Air:		Atmospheric air (outdoor as opposed to indoor air).
Atomic Spectrometer:		An analytical instrument used to measure the presence of an element in a substance by testing a sample which is aspirated into a flame and atomized. The amount of light absorbed or emitted is measured. The amount of energy absorbed or emitted is proportional to the concentration of the element in the sample.
Coalescer:		A process that coalesces smaller oil particles to form larger oil particles that can readily float to a tank’s surface.
Colorimeter:		An analytical instrument that measures substance concentration by color intensity when the substance reacts to a chemical reagent.
Flow Injection Analyzer:		An analytical instrument with a special sampling system that uses a continuous stream of reagent(s) into which fluid samples are injected.
Human Machine Interface Software:		A type of software to interface (or coordinate) the interaction between machine or equipment and a human being.
Lamella:		Synthetic media installed in a clarifier tank to assist in particle flocculation (coming together in a “floc” or “flakes”)
pH Controller:		A process instrument that measures and controls the acidity or alkalinity of a fluid.
Reagent:		A chemical substance used to cause a chemical reaction and detect another substance.
Mass Spectrometer:		An analytical instrument that separates and identifies chemical constituents according to their mass-to-charge ratios and is used to identify organic compounds.

 

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Multi-Channel Digital Recorder:		A device that measures and records more than one input of a digitized signal (signal in the form of pulses).
Membrane Biological Reactor (MBR):		A suspended-growth bioreactor combined with a membrane liquid/solids separation unit. The “MBR” uses an advanced membrane technology that treats biological wastes to a quality level which in many industries is sufficient for reuse or low-cost disposal to sewers.
Sequential Batch Reactor (SBR) :		A waste-water treatment process that combines aeration and settling in one reactor tank thus saving on space. Used for the treatment of industrial waste-water as well as municipal sewage. The SBR is a batch process that is ideal for waste-waters of changing characteristics .

 

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