[TABLE OF CONTENTS PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3.] [SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of September 16, 2006 (the “Closing Date”), is made by and among Kienzle Time (H.K.) Limited, a company organized under the laws of Hong Kong and having an office at Suite 810, Level 8, Landmark North, 39 Lung Sum Avenue, Sheung Shui New Territories, Hong Kong (“Purchaser”), and Highway] [Rental Contract Lessor (Party A): Huayu Clothes & Costumes Manufacturing Factory of Wu Xi Zhuang Wenhua (ID number: 320222196403024826) Miao Guokang (ID number: 320222196112264811) Lessee : (Party B): Kayser (WuXi) Metal Precision Manufacturing Limited This contract is made by and between Party A and Party B according to <> and relevant regulations, on the] [Rental Contract Lessor: Ping Hu City Xin Nan Li Yuan Xia Economic Corporation (Party A) Lesser: Ping Hu Golden Bright Plastic Manufacturing Ltd. (Party B) Party A and Party B made the mutual agreement as stated below: 1. Party A shall rent the factory and dormitory total area of 9,400 square meters which located in Building C5 & C6, Feng] [Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory (or named Processing Factory below) Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The three parties are on the basis of obeying the laws and related regulations of PRC, with equality and mutual] [Supplementary Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The original agreement is expired on 20 February, 1999. Due to successful mutual cooperation and the expansion on production capacity, Party A and Party] [Name of Entity Antemat Limited Kayser Restaurant (Shenzhen) Company Limited Nissin Mechatronic Limited Kienzle Time (H.K.) Limited (“Kienzle HK”) Cavour Industrial Limited Kienzle Uhrenfabriken G.m.b.h. (“Kienzle Germany”) Hi-Lite Camera Company Limited (“Hi-Lite”) Nissin Precision Metal Manufacturing Limited (“Nissin”) Kayser Technik Limited Saiwan Industries Limited Kayser (Wuxi) Metal Precision Manufacturing Limited Golden Bright Plastic Manufacturing Company Limited All of the subsidiaries] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, Roland W. Kohl, certify that: 1. I have reviewed this annual report on Form 20-F of Highway Holdings Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, Po. S. Fong, certify that: 1. I have reviewed this annual report on Form 20-F of Highway Holdings Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 29, 2007 Roland W. Kohl Chief Executive Officer EX-13.1 10 v079111_ex13-1.htm] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 29, 2007 Po Fong Chief Financial Officer EX-13.2 11 v079111_ex13-2.htm] [[DELOITTE TOUCHE TOHMATSU LETTERHEAD] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-13320, No. 333-10312, and No. 333-132736 of Highway Holdings Limited on Form S-8 of our report dated June 24, 2007, appearing in the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31,]