6-K - HIHO - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Commission File Number 001-38490

HIGHWAY HOLDINGS LIMITED

(Translation of Registrant’s Name Into English)

Suite 1801, Level 18

Landmark North

39 Lung Sum Avenue

Sheung Shui

New Territories, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Attached to this Report on Form 6-K are the press releases issued by the registrant on February 13, 2023 and February 15, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HIGHWAY HOLDINGS LIMITED
Date: February 15, 2023	By	/s/ ROLAND W. KOHL
		Roland W. Kohl
		Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

HIGHWAYHOLDINGS RECEIVES ISO 9001:2015 CERTIFICATION

FORITS MYANMAR FACTORY

HONGKONG — February 13, 2023 — Highway Holdings Limited (Nasdaq: HIHO) today announced that TÜV Rheinland Cert GmbH, a leader in independent testing, inspection and certification, has awarded the Company ISO 9001:2015 certification for its Myanmar factory’s quality management system.

This ISO 9001:2015 certified quality management systems is now existing in all the Company’s factories, which not only ensures a consistent high quality of manufacturing process, but more importantly the Company expects this will help to attract new business, since purchase managers, are hesitant to issue orders to any factory without ISO certification.

ISO 9001:2015 is an international standard for quality management systems (QMS) developed by the International Organization for Standardization (ISO). It outlines the requirements for a QMS to be implemented in an organization and is based on a number of quality management principles including a strong customer focus, the involvement of top management, a process approach, and continual improvement. The standard is designed to help organizations consistently meet customer requirements and improve their overall performance.

Roland Kohl, chairman, president and chief executive officer of Highway Holdings, said , “Our factory in Myanmar has been consistently producing high quality products with proper quality control processes in place. The official ISO 9001:2015 certification confirms that and is important for new business.”

“It must be noted that because Myanmar does not have its own ISO certification for industrial manufacturing companies, we had to import the inspection company from another country. Therefore, it was much more difficult and time consuming to get this certification completed. We believe that the investments we have made, our history of production and quality excellence and our formal certification, combine to give us an advantage that will help drive growth at our Myanmar facility. In particular, we expect to generate new revenue opportunities from Chinese based companies that need additional capacity to offset their own labor shortage.”

Highway Holdings Limited previously shifted the majority of its labor-intensive assembly, and a portion of its component manufacturing operations to its manufacturing and assembly facility in Yangon, Myanmar. The cost of operating an assembly facility, particularly as a result of the low cost of labor, currently is significantly lower in Myanmar than in Shenzhen, China.

The abundant, low cost labor of Myanmar provides an attractive solution to overcome the labor shortage caused by the one child policy in China. As a result, the Company is actively pursuing new outsourcing business from China-based manufacturers.

AboutHighway Holdings

Highway Holdings is an international manufacturer of a wide variety of quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China. For more information visit website www.highwayholdings.com.

Exceptfor the historical information contained herein, the matters discussed in this press release are forward-looking statements which involverisks and uncertainties, including but not limited to economic, competitive, governmental, political and technological factors affectingthe company's revenues, operations, markets, products and prices, the impact of the worldwide COVID-19 pandemic, and other factors discussedin the company’s various filings with the Securities and Exchange Commission, including without limitation, the company’sannual reports on Form 20-F.

Forfurther information, please contact:

GlobalIR Partners

David Pasquale

HIHO@globalirpartners.com

New York Office: +1-914-337-8801

NEWS RELEASE

HIGHWAYHOLDINGS REPORTS FISCAL 2023 THIRD QUARTER

ANDNINE-MONTH RESULTS

HONGKONG — February 15 , 2023 — Highway Holdings Limited (Nasdaq:HIHO) (the “Company” or “Highway Holdings”) today reported results for its fiscal third quarter and nine months ended December 31, 2022, with approximately $1.54 in cash per diluted share.

Net sales for the third quarter of fiscal year 2023 were $2.6 million compared with $3.0 million a year ago, reflecting the renewed impact of the COVID-19 pandemic on the Company, its customers and its supply chain, which affected the Company’s overall business in the fiscal third quarter. Net income for the third quarter of fiscal year 2023 was $52,000, or $0.01 per diluted share, compared with $240,000 or $0.06 per diluted share for the same period last year. The Company noted the comparisons are not very meaningful because of the disruptions and subsidies impacting different periods and distorting the numbers.

Net sales for the first nine months of fiscal year 2023 were $8.5 million compared with $9.3 million for the same period last year. Net income for the first nine months of 2023 was $831,000, or $0.20 per diluted share, compared with a net income of $812,000, or $0.19 per diluted share for the same period last year.

Gross margin for the third quarter of fiscal year 2023 was 28.4 percent, compared to 28.6 percent for the same period last year. For the first nine months of fiscal year 2023, gross margin increased by 300 basis points to 33.7 percent from 30.7 percent for the same period last year.

Roland Kohl, chairman, president and chief executive officer of Highway Holdings, said, “We continue to work closely with our customers and supply chain to navigate the ongoing challenges we are collectively facing. We went from disruptive “zero-tolerance” COVID shutdowns to the sudden unrestricted opening causing havoc and disrupting our China operations. To put the recent situation into perspective, we recently had over half of our Chinese employees reporting sickness, with some recovering and returning to work, while others still remain out. While we are pleased to see our workforce has now substantially returned to full capacity after the annual Chinese New Year holiday, we believe the lack of full workforce status before that date will also adversely impact our business in the current quarter. As this situation exists not only in our own operation but across our supply chain and at certain customers, it will be a headwind to our otherwise generally improved situation. Longer term, since China has finally opened up and removed most COVID restrictions, we are hopeful and optimistic that we can return to a more stable and predictable business environment once the initial surge of infections ends and the holidays are over.”

The Company reported a $26,000 currency exchange gain for the fiscal 2023 nine months compared with a $20,000 currency exchange loss a year earlier. The currency exchange gain in the current year was mainly due to the strengthened RMB. The Company does not engage in currency exchange rate hedging, and the fluctuations in the exchange rate of the RMB and Kyat are expected to affect the Company’s future results.

The Company’s balance of cash at December 31, 2022 was approximately $6.3 million, or approximately $1.54 per diluted share, compared with a balance of cash of $6 million at March 31, 2022. Cash utilization primarily reflects prepayments for long-term orders, which were made to secure delivery of future production materials and the return of capital to shareholders through dividends.

The Company’s current ratio was 3.6:1 at December 31, 2022, and the Company's total cash exceeded all current and long-term liabilities combined by $2.8 million.

AboutHighway Holdings

(Financial Tables Follow)

Forfurther information, please contact:

GlobalIR Partners

David Pasquale

HIHO@globalirpartners.com

New York Office: +1-914-337-8801

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HIGHWAYHOLDINGS LIMITED AND SUBSIDIARIES

ConsolidatedStatement of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
****	2022		****	2021		****	2022		2021		****
Net sales	$	2,562		$	2,995		$	8,547	$	9,357
Cost of sales		1,835			2,137			5,669		6,476
Gross profit		727			858			2,878		2,881
Selling, general and administrative expenses		722			671			2,130		2,148
Operating income		5			187			748		733
Non-operating items
Exchange gain /(loss), net		3			(15	)		26		(20	)
Interest income		16			3			35		9
Gain/(Loss) on disposal of Asset		2			0			7		14
Other income/(expenses)		0			0			5		1
Total non-operating income/ (expenses)		21			(12	)		73		4
Net profit before income tax and non-controlling interests		26			175			821		737
Income taxes benefit/(expense)		15			72			10		100
Net profit before non-controlling interests		41			247			831		837
Less: net gain/(loss) attributable to non-controlling interests		(11	)		7			0		25
Net income attributable to Highway Holdings Limited’s shareholders		52			240			831		812
Net gain per share – Basic and Diluted
Basic	$	0.01		$	0.06		$	0.20	$	0.20
Diluted	$	0.01		$	0.06		$	0.20	$	0.19
Weighted average number of shares outstanding
Basic		4,072			4,030			4,058		4,030
Diluted		4,130			4,205			4,115		4,205

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HIGHWAYHOLDINGS LIMITED AND SUBSIDIARIES

ConsolidatedBalance Sheet

(Dollars in thousands, except per share data)

			Mar 31
			2022
Current assets:
Cash and cash equivalents	6,326		$	6,010
Time deposits	-			1,075
Accounts receivable, net of doubtful accounts	2,954			2,260
Inventories	1,493			2,350
Prepaid expenses and other current assets	775			620
Income tax recoverable	7			7
Total current assets	11,555			12,322
Property, plant and equipment, (net)	433			643
Operating lease right-of-use assets	843			1,799
Long-term deposits	21			-
Long-term loan receivable	95			95
Investments in equity method investees	-			-
Total assets	12,947		$	14,859
Current liabilities:
Accounts payable	448		$	828
Operating lease liabilities, current	236			933
Other liabilities and accrued expenses	1,732			2,599
Income tax payable	571			620
Dividend payable	204			202
Total current liabilities	3,191			5,182
Long term liabilities :
Operating lease liabilities, non-current	243			268
Deferred income taxes	109			140
Total liabilities	3,543			5,590
Shareholders’ equity:
Preferred shares, 0.01 par value	-			-
Common shares, 0.01 par value	40			40
Additional paid-in capital	11,964			11,816
Accumulated deficit	(2,271	)		(2,284	)
Accumulated other comprehensive income/(loss)	(329	)		(303	)
Non-controlling interest	0			0
Total shareholders’ equity	9,404			9,269
Total liabilities and shareholders’ equity	12,947		$	14,859

All values are in US Dollars.