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



OR



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



For
the fiscal year ended March 31, 2020



OR



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



For the transition period from ____________
to ______________



OR



☐ 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 and 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: 3,971,825 Common Shares were outstanding
as of March 31, 2020.



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 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 ☒




















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, 2020 filed on August 17, 2020 (the “Original Filing”) is being filed solely for the purpose of filing the
correctly dated version of the Consent of Independent Registered Public Accounting Firm - Centurion ZD CPA & Co. as Exhibit
15.2 hereto. 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.





1







Item 19. Exhibits.The following
exhibits are filed as part of this annual report:





|1.1  |  | Amended and Restated Memorandum and Articles of Association of Highway Holdings Limited (incorporated by reference to Exhibit 1.1 of registrant’s Form 6-K filed on May 11, 2018).                                                                                                                                                               
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|1.2  |  | Amendment to Highway Holdings Limited’s Amended and Restated Articles of Association (incorporated by reference to Exhibit 99.2 of registrant's Form 6-K filed on December 4, 2019).                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|2.1  |  | Rights Agreement, dated as of May 8, 2018, between Highway Holdings Limited and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 2.1 of registrant’s Form 6-K filed on May 11, 2018).                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.1  |  | 2010 Stock Option And Restricted Stock Plan (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2010)                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.2  |  | Long Cheung Industrial Zone General Estate Rental Agreement between Shenzhen Long Cheng Industry Trade industrial Limited and Nissin Metal and Plastic (Shenzhen) Limited dated 18 July 2016 (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2017).                                
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.3  |  | Tenancy agreement for the Myanmar factory in Yangon between Kayser Myanmar Manufacturing Company Limited and U Khin Hla dated 17th August 2016 (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2017).                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.4  |  | Tenancy Agreement Office No. 1823-1823A on level 18 of Landmark North, Hong Kong dated 21st March 2017 between Kayser Limited and SHK Sheung Shui Landmark Investment Limited dated 21st March 2017 (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2017).                         
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.5  |  | Tenancy Agreement Office No. 1801 on Level 18 of Landmark North, Hong Kong, dated 21st March 2017 between Nissin Precision Metal Manufacturing Limited and SHK Sheung Shui Landmark investment Limited dated 21st March 2017 (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2017).
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.6  |  | Lease Agreement, dated March 29, 2019, between Kayser Myanmar Manufacturing Company Ltd. and Konig Company Limited (incorporated by reference to the registrant’s Annual Report on Form 6-K filed on May 24, 2019).                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.7  |  | Long Cheng Industrial Zone General Estate Rental Supplementary Agreement between Shenzhen Long Cheng Industry & Trade Industrial Ltd. and Nissin Metal and Plastic (Shenzhen) Limited, effective January 1, 2019 (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2019)#            
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.8  |  | Rental Contract between Shenzhen Long Cheng Industrial Ltd. and Nissin Metal and Plastic (Shenzhen) Limited, effective March 1, 2020#                                                                                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.9  |  | Rental Contract Supplementary Agreement between Shenzhen Long Cheng Industrial Ltd. and Nissin Metal and Plastic (Shenzhen) Limited, effective March 1, 2020#                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                  
|4.10 |  | Tenancy Agreement Office No. 1823-1823A on level 18 of Landmark North, Hong Kong dated 21st March 2017 between Kayser Limited and SHK Sheung Shui Landmark Investment Limited dated 8th April 2020                                                                                                                                               





2









|4.11 |  | Tenancy Agreement Office No. 1801 on Level 18 of Landmark North, Hong Kong, dated 21st March 2017 between Nissin Precision Metal Manufacturing Limited and SHK Sheung Shui Landmark investment Limited dated 8th April 2020
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                            
|4.12 |  | Letter dated August 17, 2020 from Deloitte Touche Tohmatsu Certified Public Accountants LLP regarding Item 16F of this Annual Report.                                                                                      
|     |  |                                                                                                                                                                                                                            
|4.13 |  | Letter dated July 30, 2020 from Gumbiner Savett, Inc. regarding Item 16F of this Annual Report (incorporated by reference to Exhibit 99.1 of registrant’s Form 6-K filed on July 30, 2020).                                
|     |  |                                                                                                                                                                                                                            
|8.1  |  | List of all of registrant’s subsidiaries, their jurisdictions of incorporation, and the names under which they do business.                                                                                                
|     |  |                                                                                                                                                                                                                            
|11.1 |  | Code of Ethics (incorporated by reference to the registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2005).                                                                                        
|     |  |                                                                                                                                                                                                                            
|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                                                                                                               
|     |  |                                                                                                                                                                                                                            
|15.1 |  | Consent of Independent Registered Public Accounting Firm - Deloitte Touche Tohmatsu                                                                                                                                        
|     |  |                                                                                                                                                                                                                            
|15.2 |  | Consent of Independent Registered Public Accounting Firm - Centurion ZD CPA & Co.*                                                                                                                                         
|     |  |                                                                                                                                                                                                                            
|101  |  | Financial information from registrant for the year ended March 31, 2015 formatted in eXtensible Business Reporting Language (XBRL):                                                                                        



| |  | (i) | Consolidated
Balance Sheets as of March 31, 2019 and 2020; (ii) Consolidated Statements of Operations for the Years Ended March 31, 2018,
2019 and 2020; (iii) Consolidated Statements of Changes in Equity and Comprehensive Income (Loss) for the Years Ended March
31, 2018, 2019 and 2020; (iv) Consolidated Statements of Cash Flows for the Years Ended March 31, 2018, 2019 and 2020; (v) Notes
to the Consolidated Financial Statements; and (vi) Additional Information - Financial Statement Schedule I
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------












| | * | Filed
herewith
| | - | --------------

| | # | The
agreement is written in Chinese and an English Translation is provided in accordance with Form 20-F Instructions to Exhibits and
Rule 12b-12(d) under the Exchange Act).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







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                      
| |                         
| |                         
| |                         
| |                         





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