骇维控股2016年度报告

20-F 1 s106719_20f.htm FORM 20-F United StatesSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934orANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to ____________. SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-28990 HIGHWAY HOLDINGS LIMITED(Exact name of Registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation or organization) Suite 1801, Level 18, Landmark North 39 Lung Sum AvenueSheung ShuiNew Territories, Hong Kong(Address of principal executive offices) Roland KohlChief Executive OfficerSuite 1801, Level 18, Landmark North39 Lung Sum AvenueSheung ShuiNew Territories, Hong Kongtelephone: (852) 2344-4248fax: (852) 2343-4976roland.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 Name of each exchange on which registered Common Shares, $0.01 par value per share 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 3,801,874 Common Shares were outstanding as of March 31, 2017. 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 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  TABLE OF CONTENTS Page PART I 2 Item 1.Identity of Directors, Senior Management and Advisers2Item 2.Offer Statistics and Expected Timetable2Item 3.Key Information2Item 4.Information on the Company20Item 4.A.Unresolved Staff Comments36Item 5.Operating and Financial Review and Prospects36Item 6.Directors, Senior Management and Employees48Item 7.Major Shareholders and Related Party Transactions54Item 8.Financial Information55Item 9.The Offer and Listing56Item 10.Additional Information57Item 11.Quantitative and Qualitative Disclosures About Market Risk62Item 12.Description of Securities Other Than Equity Securities63 PART II 63 Item 13.Defaults, Dividend Arrearages and Delinquencies63Item 14.Material Modification to the Rights of Securities Holders and Use of Proceeds63Item 15.Controls and Procedures64Item 16.Not applicable65Item 16