[o Large accelerated filer o Accelerated filer Non-accelerated filer x o Item 17 x Item 18 o Yes x No TABLE OF CONTENTS PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1] [HIGHWAY HOLDINGS LIMITED CERTIFIED TRUE COPY OF A RESOLUTION ADOPTED BY THE DIRECTORS THE COMPANY ON THE 30 TH DAY OF OCTOBER 2005 AMENDMENT OF ARTICLE OF ASSOCIATION IT WAS RESOLVED THAT New Regulation 60 (1) of the Company’s Article of Association be deleted in their entirety and replacing it with the following: “60 (1). The minimum number of directors] [Longcheng Industrial Area Common Property Tenancy Contract Contract No: WJ-002 Lessor (Party A): Shenzhen Land & Sun Industrial & Trade Co., Ltd. Lessee(Party B): China Bao An Long Cheng Hi-Lite Electronic Factory, Shenzhen Long Cheng Industrial Co., Ltd Plastic Metal Fty, Shenzhen Long Cheng Nissin Precision Metal Plastic Factory Place: Shenzhen City, Longhua Zhen 4th July, 2003 In accordance with] [EX-4.13 4 v046407_ex4-13.htm] [Name of Entity Antemat Limited Kienzle Bulgaria Limited (“Kienzle Bulgaria”) 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 All of the subsidiaries are wholly-owned by Highway Holdings Limited.] [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 (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, 2006 ----------------------- Roland W. Kohl Chief Executive Officer EX-13.1 11 v046407_ex13-1.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 29, 2006 ----------------------- Po Fong Chief Financial Officer EX-13.2 12 v046407_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 333-132736 of Highway Holdings Limited on Form S-8 of our report dated June 2, 2006, appearing in the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31, 2006.]