<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k-802.txt
<TEXT>

                                 Form 6-K


                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


For the month of August 2002


                     Euro Tech Holdings Company Limited
             -----------------------------------------------
             (Translation of registrant's name into English)


       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  [ X ]        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 [ X ]

	If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12G3-2(b):82-________________.



<PAGE>


Euro Tech Holdings Company Limited
Form 6-K, August 2002
Page 2 of 2


Item 5.	Other Events
--------------------

	On August 15, 2002, Euro Tech Holdings Company Limited's (the
"Registrant") Board of Directors adopted an Audit Committee Charter,
established an Audit Committee and appointed its initial members. The
Audit Committee members are T.C. Leung, Y.K. Liang and Ho Choi Chiu.
Mr. Leung is the Chief Executive Officer and Chairman of the Board of
the Registrant. Messrs. Liang and Chiu are both members of
Registrant's Board of Directors and have significant experience in the
practice of accounting. The Registrant believes that Messrs. Liang and
Chiu are independent Directors.

Item 7.	Financial Statements and Exhibits
-----------------------------------------

	Exhibit 1 - Audit Committee Charter.


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
                                           (Registrant)


Dated:  August 15, 2002                    By: /s/T.C. Leung
                                              -------------------------------
                                              T.C. Leung, Chief Executive
                                              Officer and Chairman of the
                                              Board

<PAGE>



Euro Tech Holdings Company Limited
Form 6-K, August 2002
Exhibit 1



                 EURO TECH HOLDINGS COMPANY LIMITED
                      AUDIT COMMITTEE CHARTER


                            ARTICLE I.
                             PURPOSE

The audit committee assists the Board of Directors in fulfilling its
oversight responsibilities. The Audit Committee's primary
responsibilities are to serve as an independent and objective party
to:

o	Review the corporation's auditing, accounting, and financial
        reporting processes;

o       Monitor the corporation's internal controls regarding
        accounting, finance, legal compliance, and ethics;

o	Review and evaluate the corporation's outside auditors and
        internal auditing function; and

o	Provide an open avenue of communication among the outside
        auditors, financial and senior management, the internal
        auditing function, and the Board of Directors.

Consistent with these responsibilities, the Audit Committee should
encourage continuous improvement of, and should foster adherence to,
the corporation's policies, procedures, and practices at all levels.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Article V of this charter.


                            ARTICLE II.
              RELATIONSHIP WITH THE OUTSIDE AUDITORS

The corporation's outside auditor is ultimately responsible to the
Board of Directors and the Audit Committee. Subject to an affirming
vote by a plurality of stockholders, the Board of Directors has the
ultimate authority and responsibility to select, evaluate, and replace
the outside auditors.

Management is responsible for preparing the corporation's financial
statements. The corporation's outside auditors are responsible for
auditing the financial statements. The activities of the committee are
in no way designed to supersede or alter these traditional
responsibilities.


                                1

<PAGE>   Exhibit 1


                           ARTICLE III.
                           COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board. The Board of Directors shall also designate a
chairperson of the committee. At least a majority of the members of
the Audit Committee shall be independent directors who are free from
any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgement from management
and the corporation. The members of the Audit Committee shall satisfy
at all times the requirements for audit committee membership of any
exchange or trading medium on which the corporation's securities are
listed or traded or of any applicable law.

Relationships that would disqualify a director from serving on the
audit committee in an "independent" capacity include:

o	Employment by the corporation or its affiliates during the
        current year or any of the past three years;

o       Being an immediate family member of a person who is or has
        been in the past three years an executive officer of the
        corporation or its affiliates; or

o	Being an executive of a company if any executive of the
        corporation sits on the compensation committee of such
        other company.

In addition, each member of the Audit Committee shall be or become
within a reasonable period of time after his or her appointment to the
committee, financially literate. At least one member of the Audit
Committee shall have accounting or related financial management
expertise. The Board of Directors shall determine whether a member of
the Audit Committee is financially literate or has accounting or
related financial management expertise. Committee members may enhance
their financial literacy by participating in educational programs.


                          ARTICLE IV.
                           MEETINGS

The Audit Committee shall meet regularly and as circumstances dictate.
Regular meetings of the Audit Committee may be held without notice at
such time and at such place as shall from time to time be determined
by the chairperson of the Audit Committee, the president, or the
secretary of the corporation. Special meetings of the Audit Committee
may be called by or at the request of any member of the Audit
Committee, any of the corporation's executive officers, the secretary,
the director of internal auditing or the outside auditors, in each
case on at least twenty-four hours notice to each member.



                                2

<PAGE>   Exhibit 1


If the Board of Directors, management, the director of internal
auditing function, or outside auditors desire to discuss matters in
private, the Audit Committee shall meet in private with such person or
group.

A majority of the Audit Committee members shall constitute a quorum
for the transaction of the committee's business. Unless otherwise
required by applicable law, the corporation's charter or bylaws or the
Board of Directors, the Audit Committee shall act upon the vote or
consent of a majority of its members at a duly called meeting at which
a quorum is present. Any action of the Audit Committee may be taken by
a written instrument signed by all of the members of the Audit
Committee. Meetings of the Audit Committee may be held at such place
or places as the Audit Committee shall determine or as may be
specified or fixed in the respective notices or waivers of a meeting.
Members of the Audit Committee may participate in Audit Committee
proceedings by means of conference telephone or similar communications
equipment by means of which all persons participating in the
proceedings can hear each other, or such participation shall
constitute presence in person at such proceedings.


                          ARTICLE V.
                     SPECIFIC ACTIVITIES

Without limiting the Audit Committee's authority, the Audit Committee
shall carry out the following specific activities.

Section 5.1.	Review of Documents and Reports

a.	Review and reassess this charter at least annually.

b.	Review the corporation's annual report on Form 20-F, including
        the corporation's year end financial statements, before its
        release and consider whether the information is adequate and
        consistent with members' knowledge about the corporation and its
        operations.

c.	Review the regular internal reports to management prepared by the
        internal auditing function and management's response.

d.	Review the corporation's periodic reports on Form 6-K prior to
        their filing or prior to the release of earnings and consider
        whether the information is adequate and consistent with members'
        knowledge about the corporation and its operations. The
        chairperson of the committee may represent the entire committee
        for purposes of this review.

Section 5.2.	Outside Auditors

a.	Recommend to the Board of Directors the selection of the outside
        auditors, considering independence and effectiveness and approve
        the fees and other compensation to be paid to the outside



                                3

<PAGE>   Exhibit 1


        auditors. On an annual basis, the committee shall require the
        outside auditors to provide the committee with a written
        statement disclosing all relationships between the corporation
        and the outside auditors. The committee should review and discuss
        these relationships with the outside auditors to determine the
        auditors' independence. The committee shall take or recommend
        appropriate action to ensure the independence of the outside
        auditors.

b.	Review with the outside auditors the scope, approach, and results
        of the annual auditing engagement.

c.	Ensure that the outside auditors inform the committee of any
        fraud, illegal acts, or deficiencies in internal control of which
        they become aware and communicate certain required matters to the
        committee.

d.	Review with the outside auditors their performance and approve
        any proposed discharge of the outside auditors when circumstances
        warrant.

e.	Direct and supervise special audit inquiries by the outside
        auditors as the Board of Directors of the committee may request.

Section 5.3.	Financial Reporting Processes

a.      Review significant accounting and reporting issues, including
        recent professional and regulatory pronouncements or proposed
        pronouncements, and understand their impact on the corporation's
        financial statements.

b. 	In consultation with the outside auditors and the internal
        auditors, review the integrity of the organization's financial
        reporting processes, both internal and external.

c.	Consider the outside auditors' judgments about the quality and
        appropriateness of the corporation's accounting principles as
        applied in its financial reporting.

d.	Consider and approve, if appropriate, major changes to the
        corporation's auditing and accounting principles and practices as
        suggested by the outside auditors, management, or the internal
        auditing function.

Section 5.4.	Process Improvement

a.	Ensure that significant findings and recommendations made by the
        internal and outside auditors are received and discussed on a
        timely basis.

b.	Review any significant disagreement among management and the
        outside auditors or the internal auditing function in connection
        with the preparation of the financial statements.

c.	Review with the outside auditors, the internal auditing function,
        and management the extent to which changes or improvements in
        financial or accounting practices, as approved by the Audit



                                4

<PAGE>   Exhibit 1


        Committee, have been implemented. This review should be conducted
        at an appropriate time subsequent to implementation of changes or
        improvements, as decided by the committee.

Section 5.5.	Ethical and Legal Compliance

a.	Establish, review, and update periodically a code of ethical
        conduct for the corporation and ensure that management has
        established a system to enforce this code.

b.	Review management's monitoring of the corporations compliance
        with the organization's code of ethical conduct, and ensure that
        management has the proper review system in place to ensure that
        corporation's financial statements, reports, and other financial
        information disseminated to governmental entities and the public
        satisfy legal requirements.

c.	Review activities, organizational structure, and qualifications
        of the internal audit function.

d.	Review, with the organization's counsel, legal compliance
        matters.

e.	Review with the organization's counsel, any legal matter that
        could have a significant impact on the organization's financial
        statements.

Section 5.6.	Reporting Responsibilities

	Regularly update the Board of Directors about committee
        activities and make appropriate recommendations.


                          ARTICLE VI.
                         MISCELLANEOUS

The Audit Committee may perform any other activities consistent with
this charter, the corporation's Memorandum and Articles of
Association, and governing law as the committee or the board deems
necessary or appropriate.





                                5

<PAGE>   Exhibit 1

</TEXT>
</DOCUMENT>
