[PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Highway Holdings Limited British Virgin Islands NA (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories, Hong Kong (852) 2344-4248 Roland Kohl Executive Chief Suite 810, Level 8,] [HIGHWAY HOLDINGS LIMITED and __________________________, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4 RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1 ISSUABLE SERIES 7 2.2 ESTABLISHMENT OF TERMS OF SERIES] [Harney Westwood & Riegels Craigmuir Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com 7 December 2010 Your Ref Our Ref 018475.0002/ENM Doc ID 2726776_3 Highway Holdings Limited Suite 810, Level 8, Landmark North 39 Lung Sum Avenue Sheung Shui New Territories Hong Kong Dear Sirs Highway] [AGCA, Inc. CONSENT OF INDEPENDENT ACCOUNTANTS We also consent to the reference to our Firm under the caption “Experts” in such Registration Statement. Arcadia, California December 7, 2010 411 E. Huntington Drive, Suite 308, Arcadia, CA 91006 Phone: (626) 446-4000 · Fax: (626) 446-4002 · E-mail : in fo@agcacpa.com EX-23.1 5 v204536_ex23-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-effective Amendment No. 1 to Registration Statement on Form F-3 of our reports 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 in]