EURO TECH HOLDINGS CO LTD

Regulatory Filings • Jul 1, 2005

NT 20-F 1 a05-11476_2nt20f.htm NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

| (Check
one): | ý Form 20-F |
| --- | --- |
| o Form N-SAR | o Form N-CSR |
| For Period
Ended: | December 31, 2004 |
| o Transition Report on Form 10-K | |
| o Transition Report on Form 20-F | |
| o Transition Report on Form 11-K | |
| o Transition Report on Form 10-Q | |
| o Transition Report on Form N-SAR | |
| For the
Transition Period Ended: | |

Read Instructions (on back page) Before Preparing Form. Please Print or Type Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

*PART I — REGISTRANT INFORMATION*

| EUROTECH
HOLDINGS COMPANY LIMITED |
| --- |
| Full Name of
Registrant |
| Former Name if
Applicable |

British Virgin Islands	000-22113	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

| 18/F
Gee Chang Hong Centre, 65 Wong Chuk Hong Road Hong Kong |
| --- |
| Address of
Principal Executive Office (Street and
Number) |
| Not
Applicable |
| City, State and
Zip Code |

Issuer’s telephone number: *011-852-2814-0311*

*PART II — RULES 12b-25(b) AND (c)*

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

| o | (a) | The reason
described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
| --- | --- | --- |
| ý | (b) | The subject
annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| o | (c) | The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable. |

*PART III — NARRATIVE*

Management is in the process of finalizing the valuation of stock options and therefore needs more time to finalize the financial statements.

SEC 1344 (03-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEQ.=1,FOLIO='',FILE='C:\JMS\mdeenadayalan\05-11476-2\task485120\11476-2-ba.htm',USER='mdeenadayalan',CD='Jul 1 20:55 2005'

(Attach extra Sheets if Needed)

*PART IV — OTHER INFORMATION*

| (1) | Name and
telephone number of person to contact in regard to this notification — T.C. Leung | 011-852 | 2814-0311 |
| --- | --- | --- | --- |
| | (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other
periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed ? If answer is no, identify
report(s). | | |
| | | | ý Yes o No |
| (3) | Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? | | |
| | | | o Yes ý No |
| | If so, attach an
explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made. | | |

*EUROTECH HOLDINGS COMPANY LIMITED*

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

By:	/s/ T.C. Leung
	Name:	T.C. Leung
	Title:	Chief Executive
Officer
Date:	July 1, 2005

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

| |
| --- |
| Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001). |

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*Attachment – 12b-25*

Although we believe the following are not material, as they represent the Company’s historical growth pattern, subject to the final completion of our audit for the year ended December 31, 2004 (“Fiscal 2004”), we believe that our income statement will reveal the following changes in that statement from our fiscal year ended December 31, 2003 (“Fiscal 2003”) to Fiscal 2004:

(Amounts expressed in thousands)

	Fiscal 2003 — US$		Fiscal 2004 — US$
Revenue	27,442		32,282
Costs of Revenue	(22,805	)	(27,033	)
Gross Profit	4,637		5,249
Selling and Administrative Expenses	(4,108	)	(4,801	)
Operating Income	529		448
Interest Income	13		17
Other income, net	6		104
Income Before Taxes	548		569
Income Taxes	(108	)	(167	)
Share of Equity In Net Income Of Affiliates	91		192
Net Income	531		594

SEQ.=1,FOLIO='',FILE='C:\JMS\mdeenadayalan\05-11476-2\task485120\11476-2-ba.htm',USER='mdeenadayalan',CD='Jul 1 20:55 2005'