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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QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND ANNUAL MEETING
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4
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PROPOSAL 1
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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 2
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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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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 seven 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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WHAT DOES IT MEANIF 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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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 SAR, China, 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," "withhold authority" to vote for all director nominees as a group, or to vote for all director nominees except those you specify, as to the election of directors. 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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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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Name
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Age
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Position
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T.C. Leung
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77
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Chairman of the Board of Directors and Chief Executive Officer
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Jerry Wong
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62
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Director and Chief Financial Officer
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Alex Sham
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57
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Director
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Y.K. Liang
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91
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Director
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Fu Ming Chen
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72
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Director
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Janet Cheang
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65
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Director
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David YL Leung
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47
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Director
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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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A. Directors and Senior Management; Item 6C. Board Practices
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Executive Compensation
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B. Compensation
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Compensation of Directors
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B. Compensation
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Pension Plan
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B. Compensation
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Certain Relationships and Related Transactions
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E. Off Balance Sheet Arrangements
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B. Related Party Transactions
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Voting Securities
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A. Major Shareholders
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A. Share Capital
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B. Memorandum and Articles of Association.
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Option Plans
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B. Compensation
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■
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00003333333300000000 4
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082219
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MANAGEMENT RECOMMENDS THAT YOU VOTE FOR PROPOSALS 1 AND 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE☒
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1. Election of Directors:
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FOR
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AGAINST
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ABSTAIN
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T.C. Leung
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☐
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☐
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☐
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Jerry Wong
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☐
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☐
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☐
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Alex Sham |
☐
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☐
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☐
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Y.K. Liang
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☐
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☐
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☐
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Fu Ming Chen
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☐
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☐
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☐
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Janet Cheang
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☐
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☐
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☐
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David Y.L. Leung
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☐
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☐
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☐
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☐
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☐
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☐
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2. Proposal to adjourn the annual meeting in the discretion of the Company's management if adjournment is necessary to enable it to solicit additional proxies to secure a quorum or the approval of any of the matters listed above.
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☐
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☐
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☐
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method ☐
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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☐
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■
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1.1
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14475
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Disclaimer
Euro Tech Holdings Company Limited published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 October 2021 20:42:01 UTC.