FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
For the month of December 2019
 
Euro Tech Holdings Company Limited
(Translation of Registrant’s name into English)
 
 
Unit D, 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.
 
 
Form 20-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):
 
 
 



 
 
 
 
 
1
 
 
 
9.01    Financial Statements and Exhibits.
 
(d)
 
Exhibits.
 
 
 
 
 
99.1 Press Release, dated December 23, 2019, issued by Euro Tech Holdings Company Limited.
 
 


 
 
 
 
 
2
 
 
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.
 
 
EURO TECH HOLDINGS COMPANY LIMITED
 
 
 
December __, 2019
By:
/s/ Jerry Wong
 
 
 
Jerry Wong
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
3
Blueprint
Exhibit 99.1
 
Euro Tech Holdings Company Limited Reports Interim Results For The Six Months Ended June 30, 2019
 
Hong Kong – December 23, 2019 – Euro Tech Holdings Company Limited (Nasdaq: CLWT) today reported its unaudited financial results for the six months ended June 30, 2019.
 
The Company’s revenues for the six months ended June 30, 2019 (“1H 2019”) were approximately US$8,815,000, a 7.4% decrease as compared to approximately US$9,516,000 for the six months ended June 30, 2018 (“1H 2018”). Revenues from trading and manufacturing activities, and engineering activities decreased by US$281,000 and US$420,000, respectively.
 
Gross profits increased by 39.5% to approximately US$2,036,000 for 1H 2019 as compared to approximately US$1,460,000 for 1H 2018. The increase was primarily due to the drop in contracts of low profit margin.
 
Selling and administrative expenses increased by approximately US$75,000 to US$2,512,000 for 1H 2019 as compared to approximately US$2,437,000 for 1H 2018 as a result of general inflation.
 
Operating loss decreased by 48.4% to approximately US$476,000 for 1H 2019 as compared to approximately US$983,000 for 1H 2018. This was primarily due to the increase in gross profits.
 
The profit contribution from the affiliates increased by approximately US$55,000 to profit contribution of US$43,000 for 1H 2019 as compared to negative contribution of approximately US$12,000 for 1H 2018.
 
The net loss was approximately US$280,000 for 1H 2019, as compared to net profit of approximately US$878,000 for 1H 2018. This was primarily due to there was a non-recurrent net gain on disposal of an affiliate of approximately US$1,522,000 in 1H 2018.
 
The economic slowdown in China and Hong Kong resulting from the China-US trade war and the ongoing social unrest in Hong Kong will adversely affect the overall operating performance of the Company in the second half year of 2019 and the near future.
 
The development of the ballast water port solution prototype is now completed and under system and operation tests in various ports. The port solution system is a system installed in port to offer ballast water treatment services for ocean going ships without their own ballast water treatment system (“BWTS”) and for those with damaged BWTS. The Company is now embarking on promotion activities for port solution systems in China and South East Asia.
 
About BWTS
 
BWTS are an imminent requirement by The International Maritime Organization ("IMO") to prevent the biological unbalance caused by the estimated 12 billion tons of ballast water transported across the seas by ocean-going vessels when their ballast water tanks are emptied or refilled. In 2012, ballast water discharge standard became a law in the US. Any vessel constructed in December 2013 or later will need to comply when entering US waters, and existing vessels will follow shortly after. IMO’s Ballast Water Management Convention entered into force for new-built vessels on September 8, 2017 after ratification by 52 States, representing 35.1441% of world merchant shipping tonnage. According to the IMO’s decision, the phase-in period for ballast water system retrofits started on 8 September 2019. 
 
The company obtained type approval certificate from China’s Classification Society for its 200, 300, 500, 750, 1200 and 1250 Cubic Meters per hour BWTS and Alternate Management Systems (‘AMS”) acceptance for its full range BWTS in 2016.

Certain statements in this news release regarding the Company’s expectations, estimates, present view of circumstances or events, and statements containing words such as estimates, anticipates, intends, or expects, or words of similar import, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements indicate uncertainty and the Company can give no assurance with regard to actual outcomes. Specific risk factors may include, without limitation, having the Company’s offices and operations situated in Hong Kong and China, doing business in China, competing with Chinese manufactured products, competing with the Company’s own suppliers, dependence on vendors, and lack of long term written agreements with suppliers and customers, development of new products, entering new markets, possible downturns in business conditions, increased competition, loss of significant customers, availability of qualified personnel, negotiating definitive agreements, new marketing efforts and the timely development of resources. See the “Risk Factor” discussions in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 20-F for its fiscal year ended December 31, 2018.
 
 
 
 
EURO TECH HOLDINGS COMPANY LIMITED
 
CONSOLIDATED BALANCE SHEETS
 
 
 
As of
June 30,
2019
(Unaudited)

 
As of
December 31,
2018
(Audited)
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
  6,260 
  5,267 
Restricted cash
  574 
  1,330 
Receivables, net
  2,012 
  5,089 
Prepayments and other current assets
  584 
  547 
Contract assets
  73 
  899 
Inventories, net
  314 
  401 
 
    
    
Total current assets
  9,817 
  13,533 
 
    
    
Property, plant and equipment, net
  719 
  754 
 
    
    
Interests in affiliates
  7,626 
  7,583 
 
    
    
Goodwill
  1,071 
  1,071 
 
    
    
Deferred tax assets
  125 
  124 
 
    
    
Total non-current assets
  9,541 
  9,532 
 
    
    
Total assets
  19,358 
  23,065 
 
    
    
Liabilities and shareholders’ equity
    
    
 
    
    
Current liabilities:
    
    
Accounts payable
  2,437 
  4,900 
Contract liabilities
  640 
  1,370 
Other payables and accrued expenses
  1,107 
  1,250 
 
    
    
Total current liabilities
  4,184 
  7,520 
 
    
    
Commitments and contingencies
   - 
   - 
 
    
    
Shareholders’ equity:
    
    
Ordinary share,
20,000,000 (2018: 20,000,000) shares authorized; 2,229,609 (2018: 2,229,609) shares issued 
  123 
  123 
Additional paid-in capital
  9,551 
  9,551 
Treasury stock, 167,700 (As of December 31, 2018: 167,700) shares at cost
  (786)
  (786)
PRC statutory reserves
  316 
  316 
Accumulated other comprehensive income
  899 
  893 
Retained earnings
  4,212 
  4,492 
 
    
    
Equity attributable to shareholders of Euro Tech
  14,315 
  14,589 
Non-controlling interests
  859 
  956 
 
    
    
Total shareholders’ equity
  15,174 
  15,545 
 
    
    
Total liabilities and shareholders’ equity
  19,358 
  23,065 
 
 
 
 
 
EURO TECH HOLDINGS COMPANY LIMITED
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018
 
 
 
2019
(Unaudited)
 
 
2018
(Unaudited)
 
 
 
US$’000
 
 
US$’000
 
Revenues
 
 
 
 
 
 
Trading and manufacturing
  5,353 
  5,634 
Engineering
  3,462 
  3,882 
 
    
    
Total revenues
  8,815 
  9,516 
 
    
    
Cost of revenues
    
    
Trading and manufacturing
  (4,123)
  (4,679)
Engineering
  (2,656)
  (3,377)
 
    
    
Total cost of revenues
  (6,779)
  (8,056)
 
    
    
Gross profit
  2,036 
  1,460 
 
    
    
Finance costs
  - 
  (6)
Selling and administrative expenses
  (2,512)
  (2,437)
 
    
    
Operating loss
  (476)
  (983)
Interest income
  47 
  11 
Other income / (losses), net
  9 
  (5)
 
    
    
 Loss before income taxes, equity in income / (loss) of affiliates and non-controlling interests
  (420)
  (977)
 
    
    
Income taxes credit
  1 
  253 
Equity in income / (loss) of affiliates
  43 
  (12)
Net gain on disposal of affiliate
  - 
  1,522 
 
    
    
Net (loss) / profit
  (376)
  786 
Add: net loss attributable to non-controlling interests
  96 
  92 
 
    
    
Net (loss) / profit attributable to the Company
  (280)
  878 
 
    
    
Other comprehensive loss
    
    
    Net (loss) / profit
  (376)
  786 
    Foreign exchange translation
      adjustments
  5 
  (8)
 
    
    
Comprehensive (loss) / income
  (371)
  778 
Add: Comprehensive loss attributable to non-controlling interests
  97 
  96 
 
    
    
Comprehensive (loss) / income attributable to the Company
  (274)
  874 
 
    
    
Net (loss) / income per ordinary share
    
    
- Basic
 US$(0.14) 
 US$0.43 
 
    
    
- Diluted
 US$(0.14) 
 US$0.43 
 
    
    
Weighted average number of ordinary shares outstanding
    
    
- Basic
  2,061,909 
  2,061,909 
 
    
    
 
    
    
- Diluted
  2,061,909 
  2,061,909 
 
    
    
Dividend per share
 US$-
 
 US$0.70 
 
 
 
        
CONTACT:
Euro Tech Holdings Company Limited, Hong Kong
T.C. Leung, Chairman and CEO, or
Jerry Wong, CFO
Tel: 852-2814-0311
Fax: 852-2873-4887
Website: http://www.euro-tech.com