[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. Key Information 1 Item 4. Information on the Company 13 Item 5. Operating and Financial Review and Prospects 35 Item 6. Directors, Senior Management and Employees 45 Item 7. Major Shareholders and Related Party] [Extension Agreement Shen Bao Si Xu Xie (2005) No. 34 Government Unit: Shenzhen City Baoan District Foreign Economic Development Limited Party A: Shenzhen Long Cheng Nissin Precision Metal Plastic Factory Party B: Hong Kong Nissin Precision Metal Manufacturing Limited The original agreement Shen Bao Qing Xie Zi (93) No. 12 between both parties (sanctified document No. Shen Bao Foreign (93)] [Extension Agreement Shen Bao Si Xu Xie (2005) No. 33 Government Unit: Shenzhen City Baoan District Foreign Economic Development Limited Party A: Shenzhen Bao An District Long Cheng Hi-Lite Electronic Factory Party B: Hong Kong Hilite Camera Company Limited The original agreement Shen Bao Qing Xie Zi (91) No. 960 between both parties (sanctified document No. Shen Bao Foreign (91)] [City Gao Xin District Factory Lease Contract Party A (Lessor) : He Yuan City Advanced Technological Development District Co. Ltd. Corporate Body Rep : Lan An Position : General Manager Address : He Yuan City, Yuan Cheng Area, Bu Qian Zheng, Advanced Tech Dev Office Telephone : 0762-3211806 Party B (Tenant) : Hi-Lite Camera Co. Ltd. Corporate Body Rep :] [City Gao Xin District Dormitory Facilities Lease Contract Party A (Lessor) : He Yuan City Advanced Technological Development District Co. Ltd. Corporate Body Rep : Lan An Position : General Manager Address : He Yuan City, Advanced Technological Development Office Telephone : 0762-3211893 Party B (Tenant) : Hi-Lite Camera Co Ltd Corporate Body Rep : Mr. Roland Kohl Position :] [Name of Entity Antemat Limited Kienzle Bulgaria Limited (“Kienzle Bulgaria”) Nissin Mechatronic Ltd. (formerly, Badex Investments 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 (formerly known as “Kayser Print Limited”) Saiwan Industries Limited Kienzle Balkan Limited All of the] [HIGHWAY HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Introduction . Highway Holdings Limited (the “ Company ”) will conduct its business honestly and ethically wherever we operate. We will constantly attempt to improve the quality of our services, products and operations and will maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal] [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,] [[DELOITTE TOUCHE TOHMATSU LETTERHEAD] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-13320 and No. 333-10312 of Highway Holdings Limited on Form S-8 of our report dated May 31, 2005, appearing in this Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31, 2005. Hong] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (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, 2005 Roland W. Kohl Chief Executive Officer EX-99.1 11 v020622_ex99-1.htm] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (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, 2005 Po Fong Chief Financial Officer EX-99.2 12 v020622_ex99-2.htm]