CERTIFICATION
      OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A)


OR
      RULE
      15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934








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, 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)) 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.
      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 evaluations; and





c.
      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:
      June 29, 2006





/s/
      Po S.
      Fong


-----------------------


Po
      S.
      Fong


Chief
      Financial Officer