[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]