EXHIBIT
        4.14
  **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 Holdings Limited, a
        company incorporated under the laws of British Virgin Islands (“Highway
        Holdings”), on the one hand,
  and
  Wong
        Wai
        Chung, Peter, Wong Yuk, Paul, Wong Wai Yung, Augustine, and Wan Chi Cheong
        on
        the other hand (Messrs. Wong Wai Chung, Wong Yuk, Wong Wai Yung, and Wan
        Chi
        Cheong are herein collectively referred to as the “Sellers”).
  RECITALS
  A.  Golden
        Bright Plastic Manufacturing Company Limited, a company organized under the
        laws
        of Hong Kong (the “Company”) and having an office at Room 1113, 11/F., Heng Ngai
        Jewellery Centre, 4 Hok Yuen Street East, Hung Hom, Kowloon, Hong Kong, is
        primarily engaged in the business of the manufacture and supply of plastic
        parts
        and products.
  B.  Sellers
        are together the owners and holders of record of all of the issued share
        capital
        in the Company.
  C.  Sellers
        desire to sell to Purchaser, and Purchaser desires to purchase and acquire
        from
        Sellers, all of the issued share capital in the Company on the terms and
        conditions hereinafter set forth.
  D.  Highway
        Holdings is the parent company of Purchaser and a public company whose common
        shares are currently listed for trading on the U.S. Nasdaq Capital Markets
        trading system.
  AGREEMENT
  NOW,
        THEREFORE, it is agreed as follows:
  1.  Purchase
        and Sale of Shares .
        By
        their execution and delivery of this Agreement (all references herein to
        this
        Agreement shall include the schedules and annexes hereto), (a) each of
        Sellers is hereby selling, transferring, delivering and assigning to Purchaser,
        and (b) Purchaser is hereby purchasing and acquiring from each of Sellers,
        all
        of the issued share capital in the Company (the “Shares”) owned by such Seller,
        free and clear of any and all Encumbrances (as defined below), for the
        consideration specified in this Agreement. In connection with the purchase
        and
        sale of the Shares, the Sellers are hereby delivering to Purchaser the share
        certificates representing all of the Shares and instruments of transfer and
        bought and sold notes, duly endorsed for transfer of the Shares from such
        Seller .
        Furthermore, each of the Sellers hereby agrees to hereafter deliver to Purchaser
        any such other endorsements, assignments, documents or instruments executed
        by
        each of Sellers or any one of them as are necessary to transfer and convey
        to
        Purchaser all of such Sellers’ right, title and interest in and to the Shares,
        as owner, free and clear of all Encumbrances.
  
 2.  Consideration .
        Concurrently with the execution of this Agreement and the receipt by Purchaser
        of the i nstruments
        of transfer and bought and sold notes, and share certificates in respect
        of all
        of
        the Shares, Purchaser and Highway Holdings are hereby delivering to the Sellers
        the following consideration:
  2.1  HK $4,000,000
        delivered to Mr. Peter Wong in immediately available funds. Each Seller
        hereby agrees that Mr. Peter Wong is acting on behalf of such Seller as the
        Seller’s agent and that Mr. Peter Wong may receive all payments under this
        Agreement on behalf of the Seller as the Seller’s agent.
  2.2  In
        addition to the cash payment made pursuant to Section 2.1 above, Purchaser
        shall
        make additional cash, contingent purchase price payments (up to an aggregate
        of
        HK $4,000,000) to the Sellers based on the compliance by Mr. Peter Wong and
        Mr. Wan with the conditions set forth in Sections 3.1 and 3.2 below as follows:
        At the end of the 12 th calendar
        month, the 24 th calendar
        month, and the 36 th calendar
        month following the Closing Date, provided that the conditions set forth
        in
        Sections 3.1 and 3.2 below have been fully satisfied on each such contingent
        payment date, Purchaser shall deliver an additional HK $1,333,333 as a cash
        payment to the Sellers. All payments will be made to Mr. Peter Wong, as agent
        for the Sellers. In the event that either Mr. Wong or Mr. Wan have not performed
        their obligations as set forth in Sections 3.1 or 3.2 below, Purchaser
        shall not be required to make a cash payment on that date or any subsequent
        12-month payment date.
  2.3  Subject
        to the satisfaction of all of the conditions set forth in Sections 3.1 through
        3.4 below, Purchaser shall pay the Sellers an additional HK $4,000,000
        contingent purchase price payment the end of the 36 th calendar
        month following the Closing Date. As security for the obligation of Purchaser
        to
        make the foregoing contingent HK$ 4,000,000 purchase price payment, Highway
        Holdings shall issue 128,534 shares of Highway Holdings common shares to
        Mr.
        Peter Wong (on behalf of the Sellers). Within five working days of the execution
        following the execution of this Agreement, Highway Holdings shall deliver
        to
        Messrs. Ford, Kwan & Company, a professional legal practice with its
        principle place of business at 59 th Floor,
        Bank of China Tower, 1 Garden Road, Hong Kong (the “Escrow Agent”) all of the
        foregoing 128,534 shares of Highway Holdings’ common shares (the “Escrowed
        Highway Holdings Shares”), which Escrowed Highway Holdings Shares shall be
        held/released by the Escrow Agent in accordance with the following provisions
        and the terms of the attached Escrow Agreement. The parties to this Agreement
        all agree that the Escrow Highway Holdings Shares have a value of U.S. $514,138,
        or HK $4,000,000 at the current currency conversion rate in effect on the
        Closing Date. The Sellers agree that the Escrowed Highway Holdings Shares
        are
        restricted and may not be sold or transferred in any manner until the end
        of the
        36 th calendar
        month following the Closing Date. At the end of the 36 th calendar
        month following the Closing Date, providing that all of the conditions set
        forth
        in Sections 3.1 through 3.4 below have been fully satisfied, Highway
        Holdings shall repurchase all of the 128,534 Highway Holdings common shares
        for
        a cash purchase price of HK $4,000,000, and the Escrow Agent shall return
        the Escrowed Highway Holdings Shares to Highway Holdings for cancellation.
        If
        any of the conditions set forth in Sections 3.1 through 3.4 have not been
        satisfied, the Escrow Agent shall return to Highway Holdings all of the 128,534
        Escrowed Highway Holdings Shares, which shares shall thereupon be cancelled.
        In
        the event that, at any time during the 36 calendar month period any of the
        conditions set forth in Section 3.1 through 3.4 are not satisfied, Purchaser
        shall have the right to notify the Escrow Agent of such non-compliance, with
        a
        copy simultaneously delivered to the Sellers, and the Escrow Agent shall
        thereupon promptly return the Escrow Highway Holdings Shares to Highway Holdings
        for cancellation. However, if all of the conditions set forth in Section
        3.1
        through 3.4 have been satisfied but Highway Holdings fails, for any reason
        to
        repurchase the shares for HK $4,000,000, as set forth in the Escrow Agreement,
        the restrictive legend may be removed from the shares, and the Escrow Agent
        shall then deliver and transfer the shares to the Sellers, who shall thereafter
        have the right to sell all such shares and retain the relevant proceeds of
        sale
        thereof. If the proceeds of the sale of such shares are less than HK $4,000,000
        or its equivalent, the Sellers have the right to claim for a make-up payment
        from either Purchaser or Highway Holdings for any deficiency.
  
 3.  Payment
        Conditions .
        The
        right of the Sellers to receive the contingent purchase price payments referred
        to in Section 2.2 above and the right to receive the HK $4,000,000 contingent
        payment by means of the repurchase of the Highway Holdings common shares
        under
        Section 2.3, are dependent upon the satisfaction of some or all of the
        conditions set forth below. As required by Section 6.1 of this Agreement,
        Mr.
        Peter Wong and Mr. Wan are each entering into an employment agreement with
        the
        Company, which employment agreements are attached to this Agreement as Appendix
        A and B. The payment conditions are as follows:
  3.1  Mr. Peter
        Wong shall have been continuously employed by the Company for the entire
        three-year period of his employment agreement. Mr. Peter Wong shall not be
        deemed to have been continuously employed if he voluntarily resigns or if
        he is
        terminated under Section 7.1 of his employment agreement. However, for the
        purposes of determining Mr. Wong’s compliance with Section 2.2 only, Mr. Wong
        will be deemed to have satisfied this condition if his employment agreement
        is
        terminated due to his death or Disability (as defined in Section 7.1 of the
        attached employment agreement). Accordingly, Mr. Wong’s death or Disability
        shall not affect Purchaser’s obligations to continue to make the payments
        required by Section 2.2. However, his death or Disability before the end
        of the
        third year of his employment agreement will cause the condition of Section
        2.3
        above not to have been met, and Purchaser will not have to make the payment
        required by Section 2.3 if Mr. Wong dies or suffers a Disability during the
        term
        of the employment agreement. Failure to meet the Performance Criteria (as
        defined in Section 5.3 of his employment agreement) shall not constitute
        a
        breach of his employment agreement.
  3.2  Mr. Wan
        shall have continuously been employed by the Company until the first anniversary
        of the Closing Date. Mr. Wan shall not be deemed to have been continuously
        employed if he voluntarily resigns or if he is terminated under Section 7.1
        of
        his employment agreement. However, for the purposes of determining Mr. Wan’s
        compliance with Section 2.2 only, Mr. Wan will be deemed to have satisfied
        this
        condition if his employment agreement is terminated due to his death or
        Disability (as defined in Section 7.1 of the attached employment agreement).
        Accordingly, Mr. Wan’s death or Disability shall not affect Purchaser’s
        obligations to continue to make the payments required by Section 2.2. However,
        his death or Disability before the end of his one-year employment agreement
        will
        cause the condition of Section 2.3 above not to have been met, and Highway
        Holdings will not have to make the payment required by Section 2.3 if Mr.
        Wan
        dies or suffers a Disability during the one-year term of the employment
        agreement.
  
 3.3  It
        is
        expected that the Company will continue its own operations as a wholly-owned
        subsidiary of Purchaser for the three year period following the Closing.
        The
        condition of this Section 3.3 will be deemed to have been met if during the
        36-month period following the Closing Date the Company shall have generated,
        on
        a cumulative basis, both (i) net
        revenues (turnover) of HK $150 million or more, and (ii) net income (profits)
        of
        HK $6.6 million, or more. In determining the Company’s net revenues (turnover)
        and net income (profits), the effects of sales made by the Company to buyers
        who
        on the Closing Date were customers of Highway Holdings (and/or its current
        subsidiaries, including Purchaser) will be excluded from the calculations.
        The
        parties hereto agree to equitably readjust the foregoing net income and net
        revenue criteria if (a) the business or operations of the Company change
        at the
        direction of Highway Holdings in a manner that affects the Company’s net
        revenues or net income, and/or (b) if the Company’s operations are materially
        affected by an act of god (such as an outbreak of SARS or other national
        or
        regional occurrences that are beyond the control of the Company).
  3.4  The
        condition of Section 3.4 will not be deemed to have been met if (i) any of
        the
        representations in Sections 4.4, 4.7, or 4.15 is untrue or inaccurate in
        any
        material respect, and (ii) the Company assumes or retains any “material
        liabilities or obligations” after the Closing Date (whether or not required to
        be disclosed on the financial statements) other than those listed or identified
        in this Agreement or included in the Financial Statements or the July 31
        Balance
        Sheet. Liabilities and obligations that are subject to the foregoing
        representation and warranty include unpaid salaries, wages or bonuses of
        employees, accrued employee benefits, and all other statutory obligations
        (known
        or unknown on the Closing Date) owed by the Company to its employees or other
        paid workers. In the event that any material liability or obligation of the
        Company is discovered at any time during the 36-month period following the
        Closing Date, the condition of this Section 3.4 will not be deemed to have
        been
        satisfied. The parties hereto agree that the Financial Statements and the
        July
        31 Balance Sheet will not be deemed to be “materially” true and accurate, and a
“material” undisclosed liability or obligation will be deemed to exist if the
        amount of actual liabilities or future obligations of the Company at the
        Closing
        exceeds the amount disclosed at the Closing by HK $778,000, unless any
        amount of liabilities in excess of HK $778,000 are fully undertaken, assumed
        or
        paid by the Sellers.
  4.  Representations
        and Warranties of each of the Sellers .
        The
        Sellers hereby jointly and severally represent and warrant to Purchaser and
        Highway Holdings as follows:
  4.1  Organization
        and Authority .
        The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of Hong Kong and in each jurisdiction in which the business
        transacted by the Company would make such qualification necessary except
        where
        the failure to be so qualified would not have a Material Adverse Effect (as
        defined below). The Company has the requisite corporate power to own its
        properties and assets and to carry on its business as now being conducted.
        The
        Company has full corporate power and authority to enter into any agreements
        related hereto and to carry out the transactions contemplated by this Agreement
        and any agreements related hereto. For purposes of this Agreement, a “Material
        Adverse Effect” or “Material Adverse Change” means any effect or change that is
        or would be materially adverse to the business, operations, assets, condition
        (financial or otherwise) or results of operations of the Company or the Shares
        or the consummation of the transactions contemplated hereby.
  
 4.2  Authorization
        and No Conflicts .
        The
        execution, delivery and performance of this Agreement, the transactions
        contemplated hereby and all other documents and agreements delivered or to
        be
        delivered pursuant hereto will not result in any conflict with, or breach
        or violation of any judgment, order, decree, mortgage, agreement, deed of
        trust,
        indenture or other instrument to which and of the Seller is a party or by
        which
        it is bound. This Agreement has been duly executed and delivered by or on
        behalf
        of each Seller and constitutes a legal, valid and binding obligation of each
        Seller enforceable in accordance with its terms.
  4.3  Consents .
        No
        consent or approval of any person, regulatory authority, governmental
        organization or third party is required as a result of or in connection with
        the
        execution, delivery and performance of the Sellers’ obligations under this
        Agreement.
  4.4  Financial
        Information .
        Attached hereto as Schedule 4.4 are
        copies of the audited balance sheets and income statement of the Company
        as at
        and for the year ended December 31, 2005 (collectively the “Financial
        Statements”), the Company’s income statement for the period ended July 31, 2006
        (the “Interim Income Statement”), and the unaudited balance sheet of the Company
        as at July 31, 2006 (the “July 31 Balance Sheet”). The Financial Statements were
        prepared in accordance with auditing standards generally accepted in Hong
        Kong
        applied on a consistent basis throughout the periods covered thereby. The
        Financial Statements, July 31 Balance Sheet and Interim Income Statement
        accurately reflect the books, records and accounts of the Company as at the
        dates indicated and present fairly the respective financial position and
        results
        of operations of the Company for the periods indicated. The July 31 Balance
        Sheet and Interim Income Statement were prepared in a manner consistent with
        Financial Statements (but without footnotes and subject to normal year-end
        adjustments) applied on a consistent basis and accurately reflects the books,
        records and accounts of the Company as of July 31, 2006 and presents fairly
        the
        financial position of the Company as at such date.
  4.5  Absence
        of Changes or Events .
        Since
        July 31, 2006 (the “Financial Date”), the Company has conducted its business
        only in the ordinary course consistent with past practice and has
        not:
  (a)  Incurred
        any Material Adverse Change;
  (b)  Suffered
        any event, including, without limitation, shortage of materials or supplies,
        fire, explosion, accident, requisition or taking of property by any governmental
        agency, flood, drought, earthquake, or other natural event, riot, act of
        God or
        a public enemy, or damage, destruction, or other casualty, whether covered
        by
        insurance or not, which has had a Material Adverse Effect;
  (c)  Incurred
        any obligation or liability other than in the ordinary and usual course of
        business or that has had a Material Adverse Effect;
  
 (d)  Made
        any
        material change in the method of operating the Company’s business or any change
        in the accounting practices relating thereto;
  (e)  Incurred
        any indebtedness for borrowed money or forgiven or cancelled any debts or
        claims, other than in the ordinary and usual course of business;
  (f)  Agreed
        to
        sell, lease, or dispose of the Shares or any of the Assets (as defined below),
        except as contemplated in this Agreement and, as to the Assets, except in
        the
        ordinary and usual course of business;
  (g)  Modified,
        waived, changed, amended, released or terminated any Contract (as hereinafter
        defined), other than as expressly contemplated by this Agreement;
        or
  (h)  Declared
        or paid any dividend or distribution upon or with respect to the Shares other
        than as contemplated in this Agreement.
  4.6  No
        Subsidiaries .
        The
        Company does not own, beneficially or of record, any equity interest in any
        corporation, limited liability company, partnership, joint venture or other
        entity.
  4.7  Taxes .
        Sellers
        and the Company have timely and effectively made all filings of all required
        tax
        returns that are due on or before the Closing Date, and all such tax returns,
        reports and declarations which have been filed by or on behalf of the Company
        are complete and accurate in all material respects and all taxes which have
        become due pursuant thereto have been paid. As of the Financial Date, the
        Company’s liability for unpaid taxes, if any, did not exceed the reserve for
        unpaid taxes, if any, set forth on the Financial Statements and the July
        31
        Balance Sheet. As of the Closing Date, there are no unpaid taxes or potential
        liabilities for any Hong Kong profits tax, any Peoples Republic of China
        (“PRC”)
        enterprise income tax, or any salaries tax that the Company or Purchaser
        will
        owe or be subject to as a result of the operations of the Company in Hong
        Kong,
        the PRC, or elsewhere. In addition, neither the Company, Purchaser or Highway
        Holdings shall incur any tax liability or obligation as a result of the purchase
        contemplated by this Agreement. To the Company’s knowledge, there are no pending
        tax examinations affecting the Company, its tax returns, its business, the
        Shares or the Assets nor are there any claims for taxes pending.
  4.8  Assets;
        Bank Accounts .
        Subject
        to changes in the ordinary course of business since the July 31 Balance Sheet
        Date, the Company has title to all of the assets listed on the balance sheet
        included in the July 31 Balance Sheet (the “Assets”) free and clear of any and
        all liens, encumbrances, security interests, pledges, options, mortgages,
        equities or other similar interests (“Encumbrances”). A true and correct list of
        all material Assets is set forth on Schedule
        4.8A .
        The
        Assets constitute all of the assets necessary for the operation of the business
        of the Company as it is currently conducted and operated. All personal property
        included in the Assets is in operating condition, subject only to ordinary
        wear
        and tear and maintenance, and is adequate for the uses to which such Assets
        are
        currently being put. Set forth on attached Schedule 4.8B is a
        list of each of savings, checking and/or other similar accounts held with,
        at or
        by any bank or other similar financial institution, each brokerage account,
        and
        each lock box and safe deposit box (collectively, the “Accounts”), in each case
        held or registered in the name of the Company or controlled by, or held or
        open
        for the benefit of the Company.
  
 4.9  Inventory .
        The
        inventories of raw materials, work-in-progress, resale items, finished goods
        and
        all other items included in the inventory presently owned by the Company
        are the
        property of the Company and have been acquired, or have arisen, in the ordinary
        and usual course of business.
  4.10  Account
        Receivables .
        The
        accounts receivable of the Company, including those included in the Assets
        as of
        the Closing Date and those shown on the balance sheets included in the Financial
        Statements and the July 31 Balance Sheet, arose in the ordinary course of
        the
        Company’s business.
  4.11  Title
        to Real Property .
        The
        Company does not own any real property. Attached hereto as Schedule 4.11 is a
        list of each lease for real property to which the Company is a party or which
        covers any premises at which the Company operates its business or maintains
        any
        of the Assets.
  4.12  Trademarks,
        Tradenames, Service Marks and Copyrights .
        Other
        than the right to use its company name under the prevailing business
        registration laws, the Company does not have any logos, trademarks, service
        marks, trade names, patents, patent applications, or other similar intellectual
        property rights. To the Company’s knowledge, it has not infringed upon any
        proprietary rights or intellectual property rights of any other person, firm,
        corporation, or other entity.
  4.13  Contracts
        and Commitments .
  (a)  Schedule 4.14 attached
        hereto contains a list (and where oral, a summary description) of all material
        contracts, commitments, agreements, leases, licenses and other arrangements
        (the
“Contracts”) relating to the business of the Company to which the Company is a
        party, or by which the Company, its business, the Assets or any of the Shares
        is
        or are bound or which affects the consummation of the transactions contemplated
        hereby in effect as of the date hereof.
  (b)  Each
        of
        the Contracts is in full force and effect, and all payments and other amounts
        required to be paid by the Company under each of such Contracts, which have
        become due, have been paid. There exists no default under any of such Contracts,
        and no event has happened that would become a default under any of such
        Contracts. The sale and transfer of the Shares will not affect the validity
        or
        enforceability of any Contract or cause any change in the substantive terms
        thereof.
  (c)  All
        of
        the existing agreements between the Company and the Shenzhen Longgang Pinghu
        Lisu Manufacturing Factory (“Pinghu Lisu”) are in full force and effect, and
        neither the sale of the Shares, nor any provision of this Agreement, will
        cause
        those agreements to be terminated or to give any party to those agreement
        the
        right to modify, restructure of terminate any of the agreements.
  
 4.14  Litigation .
        As of
        the date hereof, there is no claim, legal action, decree, judgment, order,
        settlement agreement, arbitration or other proceeding, suit or governmental
        investigation pending or, to the Company’s knowledge, threatened against the
        Company, any of Sellers (to the extent the same relates to the Company),
        the
        Assets or the Shares.
  4.15  Employees .
        To each
        Seller’s knowledge, none of the employees (of the Company or Pinghu Lisu),
        officers, or directors of the Company (collectively, the “Employees”) nor any of
        the consultants, salespersons, or other personnel retained or engaged by
        the
        Company who are not otherwise Employees (collectively with the Employees,
        the
“Service Providers”) is in violation of any term of any employment contract or
        any other contract or agreement relating to the relationship of any such
        person
        with the Company. There are no labor controversies pending or, to the Company’s
        knowledge, threatened between the Company and any of its Employees or Service
        Providers. After the Closing Date, neither the Company, nor the Purchaser,
        nor
        Highway Holdings will have any financial responsibility for any salaries,
        employment benefits, severance payments, bonuses, commissions or other
        compensation that may be owing by the Company to any of the Employees for
        periods prior to the Closing Date or arising out of any action taken prior
        to
        the Closing Date. In addition, after the Closing Date, neither the Company,
        the
        Purchaser, nor Highway Holdings shall have any financial or other obligation
        or
        liability for any taxes, contributions and other payments required to be
        made by
        the Company to any governmental agency relating to employment of the Employees
        for periods prior to the Closing Date, save those that have been accrued
        but are
        not payable or dischargeable prior to these periods and which have been
        disclosed to the Purchaser. The Company has paid or otherwise satisfied all
        obligations owning to the Employees and to any governmental agencies relating
        to
        the Employees and their services for periods prior to the Closing Date so
        far as
        the Company is legally permitted to do so.
  4.16  Brokers’
        and Finders’ Fees .
        The
        Company is not obligated to pay any fees or expenses of any broker or finder
        in
        connection with the origination, negotiation, or execution of this Agreement
        or
        in connection with any transactions contemplated hereby.
  4.17  Interest
        in Customers, Competitors or Suppliers .
        None of
        Sellers, the Company or, to the Company’s knowledge, the Company’s officers,
        directors, shareholders or key Employees has, directly or indirectly,
        individually or collectively, any financial interest in any competitor or
        customer of or supplier to the Company or other person or entity party to
        any
        agreement with the Company.
  4.18  Indebtedness . Schedule 4.18 attached
        hereto sets forth a list of all agreements and other instruments under which
        the
        Company is indebted for borrowed money or the deferred purchase price for
        property or has guaranteed the liability, debt or obligation of any other
        person
        or entity. The Company is not in default under any of such agreements or
        other
        instruments, nor is it aware of any event that, with the passage of time,
        or
        notice, or both, would result in an event of default thereunder except such
        defaults that would not, individually or in the aggregate, have a Material
        Adverse Effect.
  4.19  No
        Undisclosed Liabilities .
        The
        Company does not have any liability, loss, cost, or expense, except for
        (a) liabilities accrued or reserved against in the July 31 Balance Sheet,
        (b) liabilities which have arisen after the Financial Date in the ordinary
        course of business consistent with the Company’s past practices in type and in
        amount, and (c) those that would not, individually or in the aggregate,
        have a Material Adverse Effect.
  
 4.20  Shares .
        The
        authorized share capital in the Company consists solely of 200,000 ordinary
        shares of HK$ 1 per share, of which all 200,000 shares are issued. All such
        outstanding shares have been authorized, are validly issued and outstanding,
        and
        were offered and sold by the Company in compliance with all laws and
        regulations. The Shares being sold to Purchaser under this Agreement constitute
        the only issued share capital in the Company. No persons other than Sellers
        has
        any record or beneficial interest in the Shares. Except as contemplated hereby
        and except for the Shares, there are no issued or outstanding securities
        convertible into, or any options, warrants, or rights to acquire, any or
        all of
        the Shares or any capital stock or convertible securities of the Company
        and no
        person or entity has any call, commitment or other rights to purchase or
        acquire
        any capital stock of the Company. Seller owns beneficially and of record
        the
        number of shares of ordinary shares of the Company set forth on Schedule 4.20 attached
        hereto and has full and unrestricted power to sell, assign and transfer the
        shares set forth opposite his or her name on said Schedule 4.20 to
        Purchaser upon the terms and conditions set forth in this Agreement, free
        and
        clear of any and all Encumbrances, and, upon the closing, Purchaser will
        acquire
        good and marketable title to all of such shares free and clear of any and
        all
        Encumbrances.
  4.21  U.S.
        Securities Laws Representation .
        In the
        event of acquisition of the Escrowed Highway Holdings Shares by the Sellers
        as
        contemplated hereunder, each Seller is acquiring the Escrowed Highway Holdings
        Shares for investment purposes only and not with a view to or for sale in
        connection with any distribution thereof. Each Seller understands that the
        Escrowed Highway Holdings Shares have not been registered under the U.S.
        Securities Act of 1933, as amended, or registered or qualified under applicable
        state securities laws and thus must be held until the transfer of the shares
        is
        so registered or qualified or is exempt from such registration and/or
        qualification requirements.
  4.22  Agreements
        with Luxuriance Co., Limited .
        The
        Sellers are the owners of all of the issued share capital in Luxuriance Co.
        Limited (“Luxuriance”) and, as such, have control over Luxuriance. The Sellers
        have caused all agreements, contracts, relationships, understandings, and
        arrangements that have existed between the Company and Luxuriance prior to
        the
        Closing Date (including the Master Supply Agreement and the Master Manufacturing
        and Distribution Agreement) to be terminated, and there are no existing
        agreements between the Company and Luxuriance. The Company has no further
        obligation to Luxuriance under any of the prior agreements between Luxuriance
        and the Company, and no liability or obligation was created for Purchaser
        or
        Highway Holdings as a result of the termination of the Luxuriance agreements.
        Prior to the Closing Date, Luxuriance has delivered to the Company all assets,
        properties, inventory, raw materials, and goods that Luxuriance acquired
        or held
        on behalf of the Company or that, in any manner directly or indirectly, related
        to the business of the Company or its operations with Pinghu Lisu.
  4.23  Disclosure .
        Neither
        this Agreement nor any written instrument, list, exhibit, Schedule or
        certificate furnished or to be furnished to Purchaser or by the Company or
        any
        of Sellers pursuant to this Agreement contains any untrue statement of a
        material fact or omits to state a material fact necessary in order to make
        the
        statements made therein not misleading.
  
 5.  Representations
        and Warranties of Purchaser .
        Purchaser and Highway Holdings jointly and severally represent and warrant
        to
        each of Sellers as follows:
  5.1  Organization
        and Authority .
        Purchaser and Highway Holdings are companies duly organized, validly existing
        and in good standing under the laws of Hong Kong and the British Virgin Islands,
        respectively, and each has full power and authority to enter into this
        Agreement, and any related agreements and to carry out the transactions
        contemplated by this Agreement and any related agreements.
  5.2  Authorization
        and No Conflicts .
        The
        execution, delivery and performance of this Agreement, and the transactions
        contemplated hereby and thereby, and all other documents and agreements of
        Purchaser delivered pursuant hereto and thereto: (a) have been duly
        authorized by all necessary corporate action on the part of Purchaser, and
        (b) will not result in any conflict with, or breach or violation of, or
        default under any agreement or other instrument to which Purchaser is a party
        or
        by which it is bound, or any statute or regulation applicable to Purchaser.
        This
        Agreement has been duly executed and delivered on behalf of each of Purchaser
        and Highway Holdings and constitutes a legal, valid and binding obligation
        of
        each of Purchaser and Highway Holdings enforceable in accordance with its
        terms.
  5.3  Consents .
        No
        consent or approval of any person, regulatory authority, governmental
        organization or third party, and no approval, order, license, permit, franchise,
        declaration or filing of any nature, is required as a result of or in connection
        with Purchaser’s execution, delivery and performance of its obligations under
        this Agreement.
  5.4  Issuance
        of Escrowed Highway Holdings Shares .
        All of
        the Escrowed Highway Holdings Shares have been duly authorized and validly
        issued and, if and when released to the Sellers by the Escrow Agent, will
        be
        outstanding shares of capital stock.
  5.5  SEC
        Filings .
        The
        Annual Reports on Form 20-F for Highway Holdings’ fiscal year ended March
        31, 2006 as filed electronically with the U.S. Securities and Exchange
        Commission (“SEC”) and previously delivered to the Sellers did not contain, as
        of the filing date of such report, any untrue statements of a material fact
        or
        omit to state any material fact necessary in order to make the statements
        made
        therein, in light of the circumstances under which they were made, not
        misleading.
  5.6  Disclosure .
        This
        Agreement does not contain any untrue statement of a material fact or omits
        or
        will omit to state a material fact necessary in order to make the statements
        made therein not misleading.
  6.  Additional
        Agreements of the Company, Highway Holdings and Sellers .
  6.1  Employment
        Agreements .
        In
        connection with the execution and delivery of this Agreement, and as part
        of the
        transactions contemplated by this Agreement, Mr. Peter Wong and Mr. Wan hereby
        agree to, and hereby are each entering into an employment agreement with
        the
        Company, which employment agreements are attached to this Agreement as Appendix
        A and B.
  6.2  Transfer
        of Certain Luxuriance Assets .
        In the
        event that, at the Closing Date, Luxuriance continues to retain any assets
        or
        properties that related to the operations of the Company (in Hong Kong or
        the
        PRC), the Sellers shall cause Luxuriance to transfer to the Company such
        remaining assets without any additional consideration payable by the Company
        or
        without any additional liability owing by Golden Bright to Luxuriance as
        of the
        Closing Date.
  
 6.3  Release
        of Guarantees .
        Promptly, and in no event later than three months after the Closing Date,
        Purchaser or Highway Holdings shall cause each of Sellers to be irrevocably
        released from any and all guarantees and/or indemnification obligations that
        such Seller may have given to Citic Ka Wah Bank and HSBC, and, if necessary
        to
        secure any such release, Purchaser shall deliver to Citic Ka Wah Bank and
        HSBC
        their agreement to assume such guarantee and/or indemnification
        obligations.
  6.4  Non-Competition .
        Each
        Seller hereby agrees that during the three-year period following the Closing
        Date, he will not directly or indirectly own, manage, operate, join, control,
        participate in, perform any services for, invest in, or otherwise be connected
        with, in any manner, whether as an officer, director, employee, consultant,
        partner, investor or otherwise, any business entity which is engaged in the
        design, manufacture, sale, or trading of plastic products or any business
        entity
        which is engaged in any other business in which either the Company or Highway
        Holdings is currently engaged.  Nothing herein contained shall be deemed to
        prohibit any Seller from investing his funds in securities of a public company
        whose securities are listed for trading on a stock exchange if such Seller’s
        holdings therein represent less than five percent (5%) of the total number
        or
        value of shares or principal amount of other securities of such company
        outstanding. Sellers, as the owners of all of the issued share capital of
        Luxuriance, hereby further agree that they shall cause Luxuriance to comply
        with
        the foregoing agreements not to compete with either the Company or Highway
        Holdings during the three-year period following the Closing Date to the same
        extent, and in the same manner as is applicable to each of the Sellers. In
        the
        event of sale or transfer of any of the shares in Luxuriance by the Sellers
        to
        third parties within the three-year period following the Closing Date, the
        Sellers shall procure an undertaking from the relevant purchasers of such
        shares
        with the effect that the purchasers shall comply with the foregoing agreements
        not to compete with either the Company or Highway Holdings as aforesaid,
        whereupon the Sellers shall be deemed to have discharged the obligations
        contained in the preceding sentence so far as such shares relate, and shall
        not
        be held liable for such obligations or any breach by thereof thereafter.
        In
        addition, to the extent that Luxuriance has, to date, been engaged in the
        design, manufacture, sale, or trading of plastic products, the Sellers hereby
        agree to cause Luxuriance to cease such activities.
  6.5  Affiliated
        Party Loans .
        The
        parties to this Agreement agree and acknowledge that (i) the Sellers have
        previously made loans to the Company (the “Seller Loans”), and (ii) that the
        Company has previously made loans to each of Golden Bright Precision Company
        Limited and to Kyoei Bright (H.K.) Company Limited (the “Company Loans”), which
        companies are affiliated with the Sellers. As of Closing Date, and as indicated
        on the July 31 Balance Sheet, the aggregate amount of the Seller Loans was
        HK$1,794,531, and the aggregate amount of the Company Loans was HK$1,285,555.
        The Sellers and the Purchaser hereby agree that the Purchaser shall procure
        the
        Company to repay the Seller Loans in full, without interest, on September
        1,
        2009, provided that all of the Company Loans are either repaid in full, without
        interest, or otherwise forgiven on or before that date. In the event that
        the
        Seller Loans and the Company Loans are evidenced by any promissory notes
        or
        other written instruments, the parties hereto agree that such written
        instruments are hereby amended in accordance with this Section 6.5. Furthermore,
        the parties hereto agree that the Company shall not be required to repay
        any of
        the Seller Loans while any of the Company Loans remain unpaid and outstanding,
        and further agree that if, as a result of any governmental, judicial, regulatory
        or other action the Seller Loans are required to be repaid while any portion
        of
        the Company Loans are still outstanding, that the principal balance of the
        Seller Loans shall be reduced by the then outstanding balance of the Company
        Loans.
  
 6.6  Pinghu
        Lisu Agreements .
        The
        Sellers hereby represent and warrant that Mr. Peter Wong is the representative
        of the Company in connection with the Company’s arrangements and agreements with
        Pinghu Lisu. Mr. Peter Wong hereby agrees that during the next three years.
        As
        the representative of the Company, he will use his best efforts and diligence
        to
        maintain the existence of all arrangements and agreements between the Company
        and Pinghu Lisu, and that he will take all actions (including signing all
        necessary documents and instruments) requested by the Company or Highway
        Holdings to maintain, renew, modify, supplement, assign or transfer the
        agreements and arrangements between the Company and Pinghu Lisu.
  6.7  Further
        Assurances .
        From
        time to time, at Purchaser’s request, whether on or after the Closing Date and
        without further consideration, Sellers and the Company shall execute and
        deliver
        or cause to be executed and delivered such further instruments of conveyance
        and
        transfer and take such other action as Purchaser reasonably may require more
        effectively to convey and transfer to Purchaser title to the Shares free
        and
        clear of any Encumbrances and to effectuate the transactions contemplated
        hereby.
  7.  Investigation .
        All of
        the representations, warranties, covenants and agreements of any of Sellers,
        on
        the one hand, and Purchaser and/or Highway Holdings, on the other hand,
        contained or incorporated herein shall remain effective in accordance with
        their
        respective terms notwithstanding any investigation at any time made by or
        on
        behalf of Purchaser and/or Highway Holdings or any of Sellers, as the case
        may
        be, or of any information or facts discovered by or on behalf of Purchaser
        and/or Highway Holdings or any of the Sellers (as the case may be) in connection
        with such investigation. Any such investigation shall not constitute a waiver
        or
        relinquishment on the part of any party of its, his or her rights to rely
        on any
        of the warranties, representations, covenants and agreements of Sellers or
        Purchaser and/or Highway Holdings, as the case may be, in or pursuant to
        this
        Agreement.
  8.  Survival
        and Indemnification .
  8.1  Survival .
        The
        representations and warranties of Purchaser, Highway Holdings and Sellers
        shall
        survive the transactions contemplated hereby and continue after the Closing
        Date
        for a period of three (3) years from and after the Closing Date.
  8.2  Indemnification .
  (a)  From
        and
        after the Closing, (i) Sellers shall indemnify, defend and hold harmless
        Purchaser and Highway Holdings against all losses, liabilities, costs and
        expenses (including reasonable attorneys fees of such attorneys agreed by
        the
        Sellers and court costs) (collectively, “Losses”) solely
        and directly resulting
        or arising from or out of any material breach by the Sellers of any
        representation, warranty or covenant of the Sellers provided that Purchaser
        and
        Highway Holdings shall do their utmost endeavours to mitigate the extent of any
        of the Losses and shall comply with the requirements imposed by the Sellers
        at
        their sole and absolute discretion in so doing.
  
 (b)  In
        the
        event that Sellers are required to defend against any action, claim, suit
        or
        other proceeding arising out of a breach of any representation or warranty
        or
        any claim pertaining to business or operations of the Company prior to the
        Closing Date, Purchaser and the Company shall provide to Sellers such assistance
        and cooperation, including without limitation, witnesses and documentary
        or
        other evidence that Purchaser or the Company may have and as may be reasonably
        requested by Sellers.
  9.  Miscellaneous .
  9.1  Brokerage
        Fees .
        Sellers, jointly and severally, shall be exclusively liable for any brokerage
        fees or commission due to any broker, finder or investment banker engaged
        by the
        Company or any of Sellers. Purchaser and Highway Holdings, jointly and
        severally, shall be exclusively liable for any brokerage fees or commissions
        due
        to any broker, finder or investment banker engaged by either of them. Sellers
        (jointly and severally), on the one hand, and Purchaser and Highway Holdings
        (jointly and severally), on the other hand, shall indemnify and hold harmless
        the other(s) against any claim for brokerage fees or commissions (including
        all
        expenses and attorneys’ fees) which may be asserted against such party by any
        broker, finder or investment broker alleged to have been retained by the
        Company
        or any of Sellers, on the one hand, or by Purchaser or Highway Holdings,
        on the
        other hand.
  9.2  Waivers .
        Any
        party may waive any default by any other party or the failure to fulfill
        any of
        the conditions to its obligations. Any waiver must be in writing.
  9.3  Notices .
        All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed to have been duly given only if done in one or more of the
        following ways: (i) on the day of delivery if delivered personally,
        (ii) two days after the date of mailing if mailed by registered or
        certified first class mail, postage prepaid, (iii) the next business day
        following deposit with an overnight air courier service which guarantees
        next
        day delivery, or (iv) when sent by facsimile (with a copy simultaneously
        sent by registered or certified mail return receipt requested), to the other
        party at the following address (or to such person or persons or such other
        address or addresses as a party may specify by notice pursuant to this
        provision):
  
 (a)If
                  to Purchaser, to:
                
                Kienzle
                  Time (H.K.) Limited
                Suite
                  810, Level 8
                Landmark
                  North
                39
                  Lung Sum Avenue
                Sheung
                  Shui
                New
                  Territories, Hong Kong
                
                Attention:Po
                  Fong
                Facsimile:(852)
                  2343 4976(b)If
                  to Sellers, to:
                
                2/F.,
                  Block B, 11 Rhondda Road,
                Kowloon,
                  Hong Kong
                
                Attention:Mr.
                  Wong Wai Chung, Peter
                Facsimile:
                  (852) 2330 9240
  9.4  Amendments .
        This
        Agreement may be amended, supplemented or modified by a writing signed by
        the
        appropriate officers of Purchaser, on the one hand, and Sellers on the other
        hand.
  9.5  Expenses .
        Purchaser and Highway Holdings, on the one hand, and each of Sellers, on
        the
        other hand, shall bear its or his own expenses in connection with this Agreement
        and the transactions to effectuate this Agreement, including, without
        limitation, financial advisors’, attorneys’ and accountants’ fees.
  9.6  Entire
        Agreement .
        This
        Agreement contains the entire agreement and understanding of the parties
        and may
        not be amended except by a written agreement signed by each of the parties
        hereto. This Agreement supersedes that certain non-binding letter of intent
        dated May 24, 2006, between Highway Holdings and the Sellers and any and
        all
        other prior or contemporaneous understandings.
  9.7  Governing
        Law .
        This
        Agreement shall be governed by and interpreted in accordance with the procedural
        and substantive laws of Hong Kong applicable to agreements made and to be
        performed in Hong Kong.
  9.8  Section
        and Paragraph Headings .
        The
        section and paragraph headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or interpretation
        of
        this Agreement.
  9.9  Counterparts .
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.
  
 9.10  Parties
        in Interests .
        Nothing
        contained in this agreement, express or implied, is intended to confer upon
        any
        person or entity, other than the parties hereto and their permitted assignees,
        any rights or remedies under or by reason of this Agreement. No assignment
        of
        this Agreement or any rights hereunder by any party shall be given any effect
        without the prior written consent of the other party. Subject to the preceding
        sentences, this Agreement shall inure to the benefit of, and be binding upon,
        the parties hereto and their respective successors and assigns.
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written.
  **“PURCHASER”**
                
                KIENZLE
                  TIME (H.K.) LIMITED.
                
                
                By:/s/
                  ________________________
                Name:
                Title:**“SELLERS”**
                
                
                
                /s/
                  ___________________________
                Wong
                  Wai Chung, Peter
                
                
                /s/
                  ___________________________
                Wong
                  Yuk, Paul/s/
                  ___________________________
                Wong
                  Wai Yung, Augustine
                
                
                /s/
                  ___________________________
                Wan
                  Chi CheongHIGHWAY
                  HOLDINGS LIMITED
                
                
                By:/s/
                  ________________________
                Name:Roland
                  Kohl
                Title:Chief
                  Executive Officer