HONG KONG, December 2, 2011 /PRNewswire-Asia/ -- Euro Tech Holdings Company Limited (NASDAQ: CLWT)
Euro Tech Holdings Company Limited (Nasdaq: CLWT) today announced that on November 22, 2011, the Company filed an Amended and Restated Memorandum and Articles of Association with the Registry of Corporate Affairs of the BVI Financial Services Commission that on November 29, 2011 became effective to, among other things, to (i) disapply the Transitional Provisions that resulted from substantial changes in British Virgin laws governing the Company, including those that apply to share division (split), combination (reverse splits), redemptions and dividends and (ii) remove certain concepts from the Company's charter documents removing a layer of requirements that would otherwise apply to share divisions (splits), combinations (reverse splits), redemptions and dividends. The Company's accounting treatment of share capital need not change.
The primary "trigger" for the Company to amend and restate its Memorandum and Articles of Association was to change the par value of its ordinary shares from $0.01 to shares without par value. This change is designed to facilitate a reverse split ("Reverse Split") of the Company's ordinary shares. An element of a Reverse Split would otherwise be an examination of each issued ordinary share to ensure that par value had been paid for each such share. Having shares without par value eliminates this arduous task.
A Reverse Split appears necessary to avoid delisting from NASDAQ.OMX of the Company's ordinary shares. As the Company previously reported, it received a deficiency letter from NASDAQ.OMX for the failure of the Company's ordinary shares to maintain a bid price of $1.00 per share.
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, 2010.
