[TABLE OF CONTENTS Page PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 17 Item 4.A. Unresolved Staff Comments 33 Item 5. Operating and Financial Review and Prospects 33 Item 6. Directors, Senior Management and Employees 47] [HIGHWAY HOLDINGS LIMITED CERTIFIED TRUE COPY OF A RESOLUTION ADOPTED BY THE DIRECTORS ST THE COMPANY ON THE 21 AMENDMENT OF ARTICLE OF ASSOCIATION IT WAS RESOLVED THAT New Regulation 61 (formerly Regulation 71) of the Company’s Article of Association be amended by deleting the regulation in its entirety and replacing it with the following: “60 (3). Commencing with the] [Long Cheng Industrial Zone General Estate Rental Agreement Contract No. Landlord (Party A): Shenzhen Long Cheng Industry & Trade Industrial Ltd. Tenant (Party B): Nissin Metal and Plastic (Shenzhen) Limited Place of Signing: Long Cheng Industrial Zone Time of Singing: 13th Jul 2012 According to ‘The Contract Law of the People’s Republic of China’ and related rules, in order to] [Long Cheng Industrial Zone General Estate Rental Agreement Contract No. Landlord (Party A): Shenzhen Long Cheng Industry & Trade Industrial Ltd. Tenant (Party B): Shenzhen Dalong Bao An Long Cheng Hi-Lite Electronic Factory Place of Signing: Long Cheng Industrial Zone Time of Singing: 13th Jul 2012 According to ‘The Contract Law of the People’s Republic of China’ and related rules,] [Name of Entity The following is a list of all of this Company’s subsidiaries. However, only the following five subsidiaries are, as of the June 25, 2013, active subsidiaries that conduct operations: Nissin Precision Metal Manufacturing Limited; Kayser Limited; Golden Bright Plastic Manufacturing Company Limited; Hi-Lite Camera Company Limited; and Nissin Metal and Plastic (Shenzhen) Company Limited. Antemat Limited Kayser] [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, in light of the circumstances under which such statements] [I, Alan Chan, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Dated: June 28, 2013 Alan Chan Chief Financial Officer] [Certification by the Chief Executive Officer (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 28, 2013 Roland W. Kohl Chief Executive Officer] [Certification by the Chief Financial Officer (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 28, 2013 Alan Chan Chief Financial Officer] [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 on Form S-8 and No. 333-168870 on Form F-3 of our report dated June 28, 2013, relating to the consolidated financial statements as of, and for the year ended March 31, 2013 of Highway Holdings Limited]