OIIM [O2MICRO INTERNATIONAL] 6-K: (Original Filing)

[CONTENTS CORPORATE INFORMATION 1 O 2 MICRO FACTS AND FIGURES 3 CHAIRMAN’S STATEMENT 5 FINANCIAL HIGHLIGHTS 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 19 DIRECTORS AND SENIOR MANAGEMENT 20 DIRECTORS’ REPORT 22 CORPORATE GOVERNANCE REPORT 32 39 -i- CORPORATE INFORMATION Independent Registered Public Accounting Firm Deloitte Touche Tohmatsu 26 th Floor, Wing On Centre] [BACK COVER EX-99.2 8 v079160_ex99-2.htm] [EX-99.3 10 v079160_ex99-3.htm] [O 2 MICRO INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 21, 2007 O 2 Micro International Limited Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands] [EX-99.5 14 v079160_ex99-5.htm]

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OIIM [O2MICRO INTERNATIONAL] 6-K: CONTENTS CORPORATE INFORMATION 1 O 2 MICRO FACTS

[CONTENTS CORPORATE INFORMATION 1 O 2 MICRO FACTS AND FIGURES 3 CHAIRMAN’S STATEMENT 5 FINANCIAL HIGHLIGHTS 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 19 DIRECTORS AND SENIOR MANAGEMENT 20 DIRECTORS’ REPORT 22 CORPORATE GOVERNANCE REPORT 32 39 -i- CORPORATE INFORMATION Independent Registered Public Accounting Firm Deloitte Touche Tohmatsu 26 th Floor, Wing On Centre] [BACK COVER EX-99.2 8 v079160_ex99-2.htm] [EX-99.3 10 v079160_ex99-3.htm] [O 2 MICRO INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 21, 2007 O 2 Micro International Limited Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands] [EX-99.5 14 v079160_ex99-5.htm]

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LONG [eLong,] 20-F: (Original Filing)

[FORM 20-F ¨ OR x For the fiscal year ended December 31, 2006 OR ¨ OR ¨ Date of event requiring this shell company report For the transition period from eLong, Inc. Cayman Islands (Jurisdiction of incorporation or organization) Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District Beijing 100016, People’s Republic of China Ordinary shares, par value] [Termination Agreement [Translated from the Chinese; Chinese version only was signed] Party A: eLongNet Information Technology (Beijing) Co., Ltd. Party B: Beijing Sina Internet Information Services Co., Ltd. This termination agreement is signed by and between the following parties as of July 10, 2006 in Beijing. Party A: eLongNet Information Technology (Beijing) Co., Ltd. Party B: Beijing Sina Internet Information] [TERMINATION NOTICE TO LEASING AGREEMENT Ms Chan Chi Shan 4A Blue Pool Road, Happy Valley, Hong Kong June 19, 2007 Dear Ms Chan, Sincerely, EX-4.44 3 dex444.htm TERMINATION NOTICE TO LEASING AGREEMENT] [EXECUTION COPY ASSET PURCHASE AGREEMENT Offshore Purchaser Chinese Purchaser Offshore Party WFOE Seller ”) ICP Seller Purchasers Purchaser Sellers Seller ASSET PURCHASE AGREEMENT, dated as of September W I T N E S S E T H: eDodo Business WHEREAS, the ICP Seller is engaged in and operates the eDodo online dating business that involves the provision of an interactive] [THIS CONTENT CO-OPERATION AGREEMENT Agreement ELONGNET INFORMATION TECHNOLOGY (BEIJING) CO., LTD PRC eLong WFOE (1) BEIJING ELONG INFORMATION TECHNOLOGY CO. LTD. eLong LicenceCo (2) eLong (eLong WFOE and eLong LicenceCo are referred to collectively as FIVE STAR MATCHMAKING INFORMATION TECHNOLOGY (BEIJING) CO., LTD. Match (3) WHEREAS (B) The parties wish to minimise any disruption to the subscribers of the eDodo] [• eLongNet Information Technology (Beijing) Co., Ltd., a PRC company • Bravado Investments Limited, a British Virgin Islands company • Shanghai Xinwang Computer Technology Co., Ltd., a PRC company.] [I, Henrik Kjellberg, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this 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 were made, not] [I, Chris Chan, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this 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 were made, not] [eLong, Inc. CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2006 and results of operations of the Company for the year ended December 31, 2006. Henrik Kjellberg Interim Chief Executive Officer June 29, 2007 EX-13.1 9 dex131.htm CERT OF CEO REQUIRED BY RULE 13A-14(B)] [eLong, Inc. CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2006 and results of operations of the Company for the year ended December 31, 2006. Chris Chan Chief Financial Officer June 29, 2007 EX-13.2 10 dex132.htm CERT OF CFO REQUIRED BY RULE 13A-14(B) AND] [Consent of Independent Registered Public Accounting Firm The Board of Directors eLong, Inc: We consent to the incorporation by reference in the registration statement on Form S-8 (No. 333-126381 ) of eLong, Inc. and subsidiaries of our report dated May 31, 2007, except as to Note 18(c) which is as of June 15, 2007, with respect to the consolidated balance] [[Letterhead of TransAsia Lawyers] 25 June, 2007 eLong, Inc. Block B, XingKe Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 People’s Republic of China Dear Sirs: Yours faithfully, TransAsia Lawyers EX-15.2 12 dex152.htm CONSENT OF TRANSASIA LAWYERS]

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LONG [eLong,] 20-F: FORM 20-F ¨ OR x For the fiscal

[FORM 20-F ¨ OR x For the fiscal year ended December 31, 2006 OR ¨ OR ¨ Date of event requiring this shell company report For the transition period from eLong, Inc. Cayman Islands (Jurisdiction of incorporation or organization) Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District Beijing 100016, People’s Republic of China Ordinary shares, par value] [Termination Agreement [Translated from the Chinese; Chinese version only was signed] Party A: eLongNet Information Technology (Beijing) Co., Ltd. Party B: Beijing Sina Internet Information Services Co., Ltd. This termination agreement is signed by and between the following parties as of July 10, 2006 in Beijing. Party A: eLongNet Information Technology (Beijing) Co., Ltd. Party B: Beijing Sina Internet Information] [TERMINATION NOTICE TO LEASING AGREEMENT Ms Chan Chi Shan 4A Blue Pool Road, Happy Valley, Hong Kong June 19, 2007 Dear Ms Chan, Sincerely, EX-4.44 3 dex444.htm TERMINATION NOTICE TO LEASING AGREEMENT] [EXECUTION COPY ASSET PURCHASE AGREEMENT Offshore Purchaser Chinese Purchaser Offshore Party WFOE Seller ”) ICP Seller Purchasers Purchaser Sellers Seller ASSET PURCHASE AGREEMENT, dated as of September W I T N E S S E T H: eDodo Business WHEREAS, the ICP Seller is engaged in and operates the eDodo online dating business that involves the provision of an interactive] [THIS CONTENT CO-OPERATION AGREEMENT Agreement ELONGNET INFORMATION TECHNOLOGY (BEIJING) CO., LTD PRC eLong WFOE (1) BEIJING ELONG INFORMATION TECHNOLOGY CO. LTD. eLong LicenceCo (2) eLong (eLong WFOE and eLong LicenceCo are referred to collectively as FIVE STAR MATCHMAKING INFORMATION TECHNOLOGY (BEIJING) CO., LTD. Match (3) WHEREAS (B) The parties wish to minimise any disruption to the subscribers of the eDodo] [• eLongNet Information Technology (Beijing) Co., Ltd., a PRC company • Bravado Investments Limited, a British Virgin Islands company • Shanghai Xinwang Computer Technology Co., Ltd., a PRC company.] [I, Henrik Kjellberg, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this 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 were made, not] [I, Chris Chan, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this 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 were made, not] [eLong, Inc. CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2006 and results of operations of the Company for the year ended December 31, 2006. Henrik Kjellberg Interim Chief Executive Officer June 29, 2007 EX-13.1 9 dex131.htm CERT OF CEO REQUIRED BY RULE 13A-14(B)] [eLong, Inc. CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2006 and results of operations of the Company for the year ended December 31, 2006. Chris Chan Chief Financial Officer June 29, 2007 EX-13.2 10 dex132.htm CERT OF CFO REQUIRED BY RULE 13A-14(B) AND] [Consent of Independent Registered Public Accounting Firm The Board of Directors eLong, Inc: We consent to the incorporation by reference in the registration statement on Form S-8 (No. 333-126381 ) of eLong, Inc. and subsidiaries of our report dated May 31, 2007, except as to Note 18(c) which is as of June 15, 2007, with respect to the consolidated balance] [[Letterhead of TransAsia Lawyers] 25 June, 2007 eLong, Inc. Block B, XingKe Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 People’s Republic of China Dear Sirs: Yours faithfully, TransAsia Lawyers EX-15.2 12 dex152.htm CONSENT OF TRANSASIA LAWYERS]

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OIIM [O2MICRO INTERNATIONAL] 6-K: (Original Filing)

[CONTENTSRPORATE INFORMATION 1 O 2 MICRO FACTS AND FIGURES 3 CHAIRMANS STATEMENT 5 FINANCIAL HIGHLIGHTS 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALNDITION AND RESULTS OF OPERATIONS 9 19 DIRECTORS AND SENIOR MANAGEMENT 20 DIRECTORS REPORT 22RPORATE GOVERNANCE REPORT 32 39 -i-RPORATE INFORMATION Independent Registered Public Accounting Firm] [BACKVER v079160_ex99-2.htm 8 EX-99.2] [v079160_ex99-3.htm 10 EX-99.3] [O 2 MICRO INTERNATIONAL LIMITED (Incorporated in theyman Islands with limited liability) (Stockde: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 21, 2007 O 2 Micro International Limited Grand Pavilionmmercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grandyman,yman Islands] [v079160_ex99-5.htm 14 EX-99.5]

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OIIM [O2MICRO INTERNATIONAL] 6-K: CONTENTSRPORATE INFORMATION 1 O 2 MICRO FACTS AND

[CONTENTSRPORATE INFORMATION 1 O 2 MICRO FACTS AND FIGURES 3 CHAIRMANS STATEMENT 5 FINANCIAL HIGHLIGHTS 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALNDITION AND RESULTS OF OPERATIONS 9 19 DIRECTORS AND SENIOR MANAGEMENT 20 DIRECTORS REPORT 22RPORATE GOVERNANCE REPORT 32 39 -i-RPORATE INFORMATION Independent Registered Public Accounting Firm] [BACKVER v079160_ex99-2.htm 8 EX-99.2] [v079160_ex99-3.htm 10 EX-99.3] [O 2 MICRO INTERNATIONAL LIMITED (Incorporated in theyman Islands with limited liability) (Stockde: 457) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 21, 2007 O 2 Micro International Limited Grand Pavilionmmercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grandyman,yman Islands] [v079160_ex99-5.htm 14 EX-99.5]

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LONG [eLong,] 20-F: (Original Filing)

[FORM 20-F OR x For the fiscal year ended December31, 2006 OR FACE="Times New Roman" SIZE="2"> ORte of event requiring this shellmpany report For the transition period from eLong,yman Islands (Jurisdiction oforporation or organization) FACE="Times New Roman" SIZE="1"> Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road] [Terminationreement [Translated from the Chinese; Chinese version only was signed] FACE="Times New Roman" SIZE="2"> Party A: eLongNet Information Technology (Beijing) Party B: Beijing Sina Internet Information Services FACE="Times New Roman" SIZE="2">This terminationreement is signed by and between the following parties of July10, 2006 in Beijing.] [TERMINATION NOTICE TO LEASINGREEMENT FACE="Times New Roman" SIZE="2"> Ms Chan Chi Shan 4A Blue Pool Road, Happy Valley, Hong Kong June19, 2007 Dear Ms Chan, Sincerely, SIZE="2"> TERMINATION NOTICE TO LEASINGREEMENT dex444.htm 3 EX-4.44] [EXECUTIONPY FACE="Times New Roman" SIZE="2">SET PURCHASEREEMENT Offshore Purchaser Chinese Purchaser Offshore Party WFOE Seller ) ICP Seller Purchasers Purchaser Sellers SellerSET PURCHASEREEMENT,ted of September W I T N E S S E T H: eDodo Business WHEREAS, the ICP Seller is engaged in and operates the eDodo onlineting business that involves the provision of an] [THISNTENT-OPERATIONREEMENTreement SIZE="2"> ELONGNET INFORMATION TECHNOLOGY (BEIJING) eLong WFOE (1) BEIJING ELONG INFORMATION TECHNOLOGY eLong LicenceCo (2) eLong FACE="Times New Roman" SIZE="2">(eLong WFOE and eLong LicenceCo are referred tollectively FIVE STAR MATCHMAKING INFORMATION TECHNOLOGY (BEIJING) Match (3) WHEREAS SIZE="2">(B) The parties wish to minimise any disruption to the subscribers of the eDodo Business and havereed to] [FACE="Times New Roman" SIZE="2"> eLongNet Information Technology (Beijing) ampany Bravado Investments Limited, a British Virgin Islandsmpany Shanghai Xinwangmputer Technology ampany. dex81.htm 6 EX-8.1] [FACE="Times New Roman" SIZE="2">I, Henrik Kjellberg, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [FACE="Times New Roman" SIZE="2">I, Chris Chan, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [eLong, FACE="Times New Roman" SIZE="2"> CERTIFICATION (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2006 and results of operations of thempany for the year ended December31, 2006. Henrik Kjellberg Interim Chief Executive Officer June 29, 2007] [eLong, FACE="Times New Roman" SIZE="2"> CERTIFICATION (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2006 and results of operations of thempany for the year ended December31, 2006. Chris Chan Chief Financial Officer June 29, 2007] [Consent of Independent Registered Public Accounting Firm FACE="Times New Roman" SIZE="2"> The Board of Directors eLong,: Wensent to theorporation by reference in the registration statement on Form S-8 (No. 333-126381 ) of eLong, and subsidiaries of our reportted May31, 2007, except to Note 18(c) which is of June15, 2007, with respect to thensolidated balance sheets] [FACE="Times New Roman" SIZE="2">[Letterhead of TransAsia Lawyers] 25June, 2007 eLong, Block B, XingKe Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 Peoples Republic of China Dear Sirs: SIZE="2">Yours faithfully, TransAsia LawyersNSENT OF TRANSASIA LAWYERS dex152.htm 12 EX-15.2]

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LONG [eLong,] 20-F: FORM 20-F OR x For the fiscal year

[FORM 20-F OR x For the fiscal year ended December31, 2006 OR FACE="Times New Roman" SIZE="2"> ORte of event requiring this shellmpany report For the transition period from eLong,yman Islands (Jurisdiction oforporation or organization) FACE="Times New Roman" SIZE="1"> Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road] [Terminationreement [Translated from the Chinese; Chinese version only was signed] FACE="Times New Roman" SIZE="2"> Party A: eLongNet Information Technology (Beijing) Party B: Beijing Sina Internet Information Services FACE="Times New Roman" SIZE="2">This terminationreement is signed by and between the following parties of July10, 2006 in Beijing.] [TERMINATION NOTICE TO LEASINGREEMENT FACE="Times New Roman" SIZE="2"> Ms Chan Chi Shan 4A Blue Pool Road, Happy Valley, Hong Kong June19, 2007 Dear Ms Chan, Sincerely, SIZE="2"> TERMINATION NOTICE TO LEASINGREEMENT dex444.htm 3 EX-4.44] [EXECUTIONPY FACE="Times New Roman" SIZE="2">SET PURCHASEREEMENT Offshore Purchaser Chinese Purchaser Offshore Party WFOE Seller ) ICP Seller Purchasers Purchaser Sellers SellerSET PURCHASEREEMENT,ted of September W I T N E S S E T H: eDodo Business WHEREAS, the ICP Seller is engaged in and operates the eDodo onlineting business that involves the provision of an] [THISNTENT-OPERATIONREEMENTreement SIZE="2"> ELONGNET INFORMATION TECHNOLOGY (BEIJING) eLong WFOE (1) BEIJING ELONG INFORMATION TECHNOLOGY eLong LicenceCo (2) eLong FACE="Times New Roman" SIZE="2">(eLong WFOE and eLong LicenceCo are referred tollectively FIVE STAR MATCHMAKING INFORMATION TECHNOLOGY (BEIJING) Match (3) WHEREAS SIZE="2">(B) The parties wish to minimise any disruption to the subscribers of the eDodo Business and havereed to] [FACE="Times New Roman" SIZE="2"> eLongNet Information Technology (Beijing) ampany Bravado Investments Limited, a British Virgin Islandsmpany Shanghai Xinwangmputer Technology ampany. dex81.htm 6 EX-8.1] [FACE="Times New Roman" SIZE="2">I, Henrik Kjellberg, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [FACE="Times New Roman" SIZE="2">I, Chris Chan, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [eLong, FACE="Times New Roman" SIZE="2"> CERTIFICATION (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2006 and results of operations of thempany for the year ended December31, 2006. Henrik Kjellberg Interim Chief Executive Officer June 29, 2007] [eLong, FACE="Times New Roman" SIZE="2"> CERTIFICATION (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2006 and results of operations of thempany for the year ended December31, 2006. Chris Chan Chief Financial Officer June 29, 2007] [Consent of Independent Registered Public Accounting Firm FACE="Times New Roman" SIZE="2"> The Board of Directors eLong,: Wensent to theorporation by reference in the registration statement on Form S-8 (No. 333-126381 ) of eLong, and subsidiaries of our reportted May31, 2007, except to Note 18(c) which is of June15, 2007, with respect to thensolidated balance sheets] [FACE="Times New Roman" SIZE="2">[Letterhead of TransAsia Lawyers] 25June, 2007 eLong, Block B, XingKe Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 Peoples Republic of China Dear Sirs: SIZE="2">Yours faithfully, TransAsia LawyersNSENT OF TRANSASIA LAWYERS dex152.htm 12 EX-15.2]

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

[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.] [SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of September 16, 2006 (the “Closing Date”), is made by and among Kienzle Time (H.K.) Limited, a company organized under the laws of Hong Kong and having an office at Suite 810, Level 8, Landmark North, 39 Lung Sum Avenue, Sheung Shui New Territories, Hong Kong (“Purchaser”), and Highway] [Rental Contract Lessor (Party A): Huayu Clothes & Costumes Manufacturing Factory of Wu Xi Zhuang Wenhua (ID number: 320222196403024826) Miao Guokang (ID number: 320222196112264811) Lessee : (Party B): Kayser (WuXi) Metal Precision Manufacturing Limited This contract is made by and between Party A and Party B according to <> and relevant regulations, on the] [Rental Contract Lessor: Ping Hu City Xin Nan Li Yuan Xia Economic Corporation (Party A) Lesser: Ping Hu Golden Bright Plastic Manufacturing Ltd. (Party B) Party A and Party B made the mutual agreement as stated below: 1. Party A shall rent the factory and dormitory total area of 9,400 square meters which located in Building C5 & C6, Feng] [Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory (or named Processing Factory below) Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The three parties are on the basis of obeying the laws and related regulations of PRC, with equality and mutual] [Supplementary Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The original agreement is expired on 20 February, 1999. Due to successful mutual cooperation and the expansion on production capacity, Party A and Party] [Name of Entity Antemat Limited Kayser Restaurant (Shenzhen) Company Limited 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 Golden Bright Plastic Manufacturing Company Limited All of the subsidiaries] [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 (1) (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, 2007 Roland W. Kohl Chief Executive Officer EX-13.1 10 v079111_ex13-1.htm] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (1) (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, 2007 Po Fong Chief Financial Officer EX-13.2 11 v079111_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 No. 333-132736 of Highway Holdings Limited on Form S-8 of our report dated June 24, 2007, appearing in the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31,]

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HIHO [HIGHWAY] 20-F: TABLE OF CONTENTS PART I 1 Item 1.

[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.] [SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of September 16, 2006 (the “Closing Date”), is made by and among Kienzle Time (H.K.) Limited, a company organized under the laws of Hong Kong and having an office at Suite 810, Level 8, Landmark North, 39 Lung Sum Avenue, Sheung Shui New Territories, Hong Kong (“Purchaser”), and Highway] [Rental Contract Lessor (Party A): Huayu Clothes & Costumes Manufacturing Factory of Wu Xi Zhuang Wenhua (ID number: 320222196403024826) Miao Guokang (ID number: 320222196112264811) Lessee : (Party B): Kayser (WuXi) Metal Precision Manufacturing Limited This contract is made by and between Party A and Party B according to <> and relevant regulations, on the] [Rental Contract Lessor: Ping Hu City Xin Nan Li Yuan Xia Economic Corporation (Party A) Lesser: Ping Hu Golden Bright Plastic Manufacturing Ltd. (Party B) Party A and Party B made the mutual agreement as stated below: 1. Party A shall rent the factory and dormitory total area of 9,400 square meters which located in Building C5 & C6, Feng] [Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory (or named Processing Factory below) Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The three parties are on the basis of obeying the laws and related regulations of PRC, with equality and mutual] [Supplementary Agreement on Imported Material for Processing Party A: Shenzhen Long Gong City Ping Hu Golden Bright Factory Party B: Golden Bright Plastic Manufacturing Co. Ltd. Business Unit: Shenzhen Long Gong City Foreign Economic Services Company The original agreement is expired on 20 February, 1999. Due to successful mutual cooperation and the expansion on production capacity, Party A and Party] [Name of Entity Antemat Limited Kayser Restaurant (Shenzhen) Company Limited 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 Golden Bright Plastic Manufacturing Company Limited All of the subsidiaries] [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 (1) (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, 2007 Roland W. Kohl Chief Executive Officer EX-13.1 10 v079111_ex13-1.htm] [SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 (1) (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, 2007 Po Fong Chief Financial Officer EX-13.2 11 v079111_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 No. 333-132736 of Highway Holdings Limited on Form S-8 of our report dated June 24, 2007, appearing in the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31,]

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