[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. 3,783,874 Common Shares were outstanding as of March 31, 2014. ¨ No x ¨ No x x No ¨ x No ¨ ¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated] [] [] [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 June 30, 2014, active subsidiaries that conduct operations: Nissin Precision Metal Manufacturing Limited; Kayser Limited; Golden Bright Plastic Manufacturing Company Limited; Hi-Lite Camera Company Limited; and Nissin Metal and Plastic (Shenzhen) Company Limited.. Antemat Limited Kayser] [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 the circumstances under which such statements] [I, Alan Chan, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Dated: June 30, 2014 Alan Chan Chief Financial Officer] [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 30, 2014 Roland W. Kohl Chief Executive Officer] [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 30, 2014 Alan Chan Chief Financial Officer] [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 30, 2014, relating to the consolidated financial statements as of, and for the year ended March 31, 2014 of Highway Holdings Limited and its subsidiaries (the “Group”), appearing]