HIHO [HIGHWAY] F-3: (Original Filing)

[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Highway Holdings Limited British Virgin Islands NA (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories, Hong Kong (852) 2344-4248 Po Fong Chief Financial Officer Suite 810, Level 8, Landmark North 39 Lung] [HIGHWAY HOLDINGS LIMITED and __________________________, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4 RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1 ISSUABLE SERIES 7 2.2 ESTABLISHMENT OF TERMS OF SERIES] [CONSENT OF INDEPENDENT ACCOUNTANTS We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement. AGCA, Inc. Arcadia, California August 16, 2010 EX-23.1 3 v193739_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated June 20, 2009 and June 29, 2010 as to Note 2(q) relating to the consolidated financial statements as of March 31, 2009 and for each of the two years in the period ended March 31,] [Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com 16 August 2010 Your Ref Our Ref 018475.0002/ENM Doc ID 2726776_3 Highway Holdings Limited Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories Hong Kong Dear Sirs Highway]

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HIHO [HIGHWAY] F-3: FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Highway Holdings Limited British Virgin Islands NA (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories, Hong Kong (852) 2344-4248 Po Fong Chief Financial Officer Suite 810, Level 8, Landmark North 39 Lung] [HIGHWAY HOLDINGS LIMITED and __________________________, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4 RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1 ISSUABLE SERIES 7 2.2 ESTABLISHMENT OF TERMS OF SERIES] [CONSENT OF INDEPENDENT ACCOUNTANTS We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement. AGCA, Inc. Arcadia, California August 16, 2010 EX-23.1 3 v193739_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated June 20, 2009 and June 29, 2010 as to Note 2(q) relating to the consolidated financial statements as of March 31, 2009 and for each of the two years in the period ended March 31,] [Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com 16 August 2010 Your Ref Our Ref 018475.0002/ENM Doc ID 2726776_3 Highway Holdings Limited Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories Hong Kong Dear Sirs Highway]

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HIHO [HIGHWAY] 20-F: (Original Filing)

[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 3,779,674 Common Shares were outstanding as of March 31, 2010. ¨ x Yes ¨ No x x ¨ ¨ ¨ ¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated filer x] [HIGHWAY HOLDINGS LIMITED 2010 STOCK OPTION AND RESTRICTED STOCK PLAN 1. Purposes The purposes of the Plan are as follows: (a) (b) (c) 2. Definitions The following terms wherever used herein shall have the meanings set forth below. (a) Award (b) Board (c) Change in Control of the Company (d) Committee” (e) Common Stock (f) Company (g) Exchange Act (h)] [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 commencement of the current fiscal year on April 1, 2010, active subsidiaries that conduct operations: Nissin Precision Metal Manufacturing Limited; Kayser Limited (formerly known as Kienzle Time (H.K.) Limited); Kayser (Wuxi) Metal Precision Manufacturing Limited; Golden] [of the Sarbanes-Oxley Act of 2002 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] [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 29, 2010 Roland W. Kohl Chief Executive Officer EX-13.1 5 v189246_ex13-1.htm] [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 29, 2010 Po Fong Chief Financial Officer EX-13.2 6 v189246_ex13-2.htm] [CONSENT OF INDEPENDENT ACCOUNTANTS AGCA, Inc. Arcadia, California June 29, 2010 EX-15.1 7 v189246_ex15-1.htm] [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 of our report dated June 20, 2009 and June 29, 2010 as to Note 2(q) relating to the consolidated financial statements as of March 31, 2009 and for each of the two years] [EX-15.3 9 v189246_15-3.htm]

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