Form 20-F/A - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20–F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38490

HIGHWAY HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Suite 1801, Level 18, Landmark North 39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
(Address of principal executive offices)

Roland Kohl
Chief Executive Officer
Suite 1801, Level 18, Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
telephone: (852) 2344-4248
fax: (852) 2343-4976
roland.kohl@highwayholdings.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	HIHO	NASDAQ Capital Market
Preferred Share Purchase Rights	N/A	NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

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: 4,086,825 Common Shares were outstanding as of March 31, 2023.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒
				Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registration has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item 17 Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Auditor Name:		Auditor Location:		Auditor Firm ID:
ARK Pro CPA & Co		Hong Kong, China		3299

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31, 2023 filed on July 13, 2023 (the “Original Filing”) is being filed solely to amend and restate in its entirety Item 16I, “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in order to provide the documentation required under Item 16I(a) of Form 20-F and to provide the disclosures required under Item 16I(b) of Form 20-F.

Except as noted above, this Amendment does not update or modify any disclosures in the Original Filing or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

On August 5, 2022, the Company was conclusively identified by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. The Company’s auditor at the time was Centurion, a registered public accounting firm headquartered in Hong Kong, a jurisdiction that the PCAOB determined it was unable to inspect or investigate completely in 2022. Centurion issued the audit report for the Company for the fiscal year ended March 31, 2022. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, the Company does not expect to be identified as a Commission-Identified Issuer under the HFCAA after it files this annual report on Form 20-F.

Based on an examination of the Company’s register of members and public filings made by its shareholders, including the Schedule 13G filed by Peter J. Abrahamson on February 6, 2023, to the Company’s knowledge, no shareholder other than Roland W. Kohl, Tiko Aharonov, and Peter J. Abrahamson own more than 5% of the Company’s outstanding shares. Mr. Kohl beneficially owns 22.1% of the Company’s outstanding shares as of July 12, 2023, and is a German national residing in Hong Kong. Mr. Aharonov beneficially owns 6.4% of the Company’s outstanding shares as of July 12, 2023, and is an Israeli national. Mr. Abrahamson beneficially owns 9.0% of the Company’s outstanding shares as of July 12, 2023, and is a United States national with a principal place of business in the State of Illinois, based on the Schedule 13G filed by Mr. Abrahamson on February 6, 2023.

Based on the above information and a review of the Company’s list of record shareholders maintained by Computershare, the Company’s transfer agent, the Company believes it is not owned or controlled by any governmental entity in Hong Kong. In addition, the Company is not aware of any governmental entity of Hong Kong that is in possession of, directly or indirectly, the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract, or otherwise.

As of the date of this annual report, to the Company’s knowledge, (i) no governmental entities in the British Virgin Islands, Hong Kong, China or Myanmar own shares of the Company, (ii) the governmental entities in Hong Kong do not have a controlling financial interest in the Company, (iii) none of the members of the board of directors of the Company or its operating entities is an official of the Chinese Communist Party, and (iv) none of the currently effective memorandum and articles of association of the Company contains any charter of the Chinese Communist Party.

Item 19. Exhibits

12.1		Certifications pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certifications pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certifications pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2		Certification pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Annual Report to be signed on its behalf.

HIGHWAY HOLDINGS LIMITED

	By	/s/ ALAN CHAN
		Alan Chan
		Chief Financial Officer and Secretary

		Date: August 18, 2023

EXHIBIT 12.1

Certification by the Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Roland W. Kohl, certify that:

1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, 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 were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this annual report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the company’s auditors and the audit committee of company’s Board of Directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controls over financial reporting.

Dated: August 18, 2023

/s/ Roland Kohl
Roland Kohl
Chief Executive Officer

EXHIBIT 12.2

Certification by the Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Alan Chan, certify that:

1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of Highway Holdings Limited;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controls over financial reporting.

Dated: August 18, 2023

/s/ Alan Chan
Alan Chan
Chief Financial Officer

EXHIBIT 13.1

Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Highway Holdings Limited (the “Company”) on Form 20-F for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on July 13, 2023, as amended by Amendment No. 1 thereto (the “Report”), I, Roland Kohl, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 18, 2023

/s/ Roland W. Kohl
Roland W. Kohl
Chief Executive Officer

EXHIBIT 13.2

Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Highway Holdings Limited (the “Company”) on Form 20-F for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on July 13, 2023, as amended by Amendment No. 1 thereto (the “Report”), I, Alan Chan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 18, 2023

/s/ Alan Chan
Alan Chan
Chief Financial Officer

Document And Entity Information	12 Months Ended
Document And Entity Information	Mar. 31, 2023 shares
Document Information Line Items
Entity Registrant Name	HIGHWAY HOLDINGS LIMITED
Document Type	20-F/A
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding	4,086,825
Amendment Flag	true
Amendment Description	EXPLANATORY NOTEThis Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F of Highway Holdings Limited for the year ended March 31, 2023 filed on July 13, 2023 (the “Original Filing”) is being filed solely to amend and restate in its entirety Item 16I, “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in order to provide the documentation required under Item 16I(a) of Form 20-F and to provide the disclosures required under Item 16I(b) of Form 20-F.Except as noted above, this Amendment does not update or modify any disclosures in the Original Filing or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
Entity Central Index Key	0001026785
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-38490
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	Suite 1801
Entity Address, Address Line Two	Level 18
Entity Address, Address Line Three	Landmark North 39 Lung Sum Avenue Sheung Shui
Entity Address, City or Town	New Territories
Entity Address, Country	HK
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	U.S. GAAP
Auditor Name	ARK Pro CPA & Co
Auditor Location	Hong Kong, China
Auditor Firm ID	3299
Entity Address, Postal Zip Code	0000
Business Contact
Document Information Line Items
Entity Address, Address Line One	Suite 1801
Entity Address, Address Line Two	Level 18
Entity Address, Address Line Three	Landmark North 39 Lung Sum Avenue Sheung Shui
Entity Address, City or Town	New Territories
Entity Address, Country	HK
Contact Personnel Name	Roland Kohl
City Area Code	(852)
Contact Personnel Fax Number	2344
Local Phone Number	2344-4248
Contact Personnel Email Address	roland.kohl@highwayholdings.com
Entity Address, Postal Zip Code	00000
Common Shares, $0.01 par value per share
Document Information Line Items
Trading Symbol	HIHO
Title of 12(b) Security	Common Shares, $0.01 par value per share
Security Exchange Name	NASDAQ
Preferred Share Purchase Rights
Document Information Line Items
Trading Symbol	N/A
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NASDAQ