Exhibit 99.2
HIGHWAY HOLDINGS LIMITED
Suite 1801, Level 18
Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 22, 2021
Notice is hereby given that
the Annual Meeting of Shareholders of Highway Holdings Limited (the “Company”), will be held at the offices of TroyGould PC,
1801 Century Park East, Suite 1600, Los Angeles, California U.S.A., on Friday, October 22, 2021, at 8:00 a.m., for the following purposes:
(1) To
elect three members of the Company’s Board of Directors to serve until the 2024 Annual Meeting of Shareholders;
(2) To
ratify the selection by the Board of Directors of Centurion ZD CPA & Co. as the independent accountants of the Company for the fiscal
year ending March 31, 2022; and
(3) To
transact such other business as may properly come before the meeting or any adjournment thereof.
Your attention is directed
to the accompanying proxy statement. Only shareholders of record at the close of business on August 23, 2021 will be entitled to notice
of and to vote at the meeting and any adjournment thereof.
Important Notice Regarding
the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on Thursday, October 22, 2021 at 8:00 a.m. Pacific
time at the offices of TroyGould PC, 1801 Century Park East, Suite 1600, Los Angeles, California U.S.A.
The Proxy Statement and 2021
annual report to shareholders, or Annual Report, are available at http://www.edocumentview.com/HIHO
| |
By Order of the Board of Directors |
| |
|
| |
/s/ Alan Chan |
| Hong Kong September 2, 2021 |
Alan Chan, Secretary |
We intend to
hold the Annual Meeting in person. However, we are actively monitoring COVID-19 as part of our effort to maintain a healthy and safe environment
at the Annual Meeting. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative
arrangements for the Annual Meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote
communication. If we take this step, details on how to participate will be issued by press release, posted on our website, and filed with
the Securities and Exchange Commission as additional proxy material. We also encourage you to review guidance from public health authorities
if you plan to attend the Annual Meeting in person.
HIGHWAY HOLDINGS LIMITED
Suite 1801, Level 18
Landmark North
39 Lung Sum Avenue
Sheung Shui
New Territories, Hong Kong
PROXY STATEMENT
Annual Meeting of Shareholders
October 22, 2021
INTRODUCTION
Persons Making the Solicitation
This Proxy Statement is furnished
in connection with the solicitation by the Board of Directors of Highway Holdings Limited, a British Virgin Islands corporation (the “Company”),
of proxies for use at the Annual Meeting of Shareholders to be held at 8:00 a.m. at the offices of TroyGould PC, 1801 Century Park East,
Suite 1600, Los Angeles, California U.S.A., on Friday, October 22, 2021, and at any adjournment thereof (the “Annual Meeting”).
This proxy statement is first being mailed to shareholders on or about September 2, 2021. You are requested to submit your proxy by Internet
by following the Internet voting instructions on the enclosed proxy card, or to sign, date and return the enclosed proxy card in order
to ensure that your shares are represented at the Annual Meeting.
A form of proxy is enclosed
for your use. The shares represented by each properly executed unrevoked proxy will be voted as directed by the shareholder executing
the proxy. If no direction is made, the shares represented by each properly executed unrevoked proxy will be voted (i) “FOR”
the election of management’s nominees for the Board of Directors to be elected as Class II directors to serve until the 2024 Annual
Meeting of Shareholders and (ii) “FOR” the ratification of the selection by the Board of Directors of Centurion ZD CPA &
Co. as the independent accountants of the Company for the fiscal year ending March 31, 2022. With respect to any other item of business
that may come before the Annual Meeting, the proxy holders will vote the proxy in accordance with the recommendation of management of
the Company.
The cost of solicitation of
proxies, including the cost of preparation and mailing of the Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy,
will be borne by the Company. It is anticipated that brokerage houses, fiduciaries, nominees, and others will be reimbursed for their
out-of-pocket expenses in forwarding proxy material to beneficial owners of stock held in their names. Directors, officers, or employees
of the Company may solicit proxies by telephone or in person without additional compensation.
How to Vote
Shareholder
of Record: Shares Registered in Your Name
If, on the Record Date, your
shares were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. If you are
a shareholder of record, there are three ways to vote:
By Internet –
To vote through the Internet, go to www.investorvote.com/HIHO to complete an electronic proxy card. You will be asked to provide the control
number from the enclosed proxy card. Your Internet vote must be received by 1:00 a.m. Central Time on October 21, 2021 to be counted.
By Mail – You
may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to
you by your broker or nominee, and mailing it in the enclosed, pre-addressed envelope.
In Person – You
may vote in person at the Annual Meeting and we will give you a ballot when you arrive.
Beneficial Owner: Shares
Registered in the Name of Broker, Bank or Other Nominee
If you are a beneficial owner
of shares registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these
proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote
is counted. Alternatively, you may vote over the Internet as instructed by your broker, bank or other nominee. To vote in person at the
Annual Meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank
or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a proxy form.
Revocability of Proxy
Any proxy given by a shareholder
of the Company may be revoked at any time before it is voted at the Annual Meeting by a written notice to the Secretary of the Company,
or upon request if the shareholder is present at the meeting. Each valid proxy submitted by Internet, or returned via mail, that is not
revoked, unless indicated otherwise on the proxy card, will be voted in the election of directors for the nominee as described herein.
Voting Securities
Holders of record of the Company’s
Common Shares, $0.01 par value (the “Common Shares”), at the close of business on August 23, 2021 (the “Record Date”)
are entitled to notice of and to vote at the meeting or any adjournment thereof. As of the Record Date, there were 4,036,825 Common Shares
issued and outstanding. Holders of Common Shares are entitled to cast one vote per share on each matter presented for consideration and
action by the shareholders. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the outstanding
Common Shares will constitute a quorum for the transaction of business at the Annual Meeting.
Abstentions may be specified
as to all proposals to be brought before the Annual Meeting other than the election of directors. Votes cast by proxy or in person at
the Annual Meeting will be tabulated by the inspectors of election appointed for the meeting and will determine whether or not a quorum
is present. The inspectors of election will treat abstentions as shares that are present and entitled to vote for purposes of determining
the presence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote.
Ratification of the selection of the independent accountants will require the affirmative vote of at least a majority in voting interest
of the shareholders present in person or by proxy at the Annual Meeting and entitled to vote thereon.
The directors to be elected
at the Annual Meeting will be elected by a plurality of the votes cast. Nominees receiving the highest number of affirmative votes cast,
up to the number of directors to be elected, will be elected as directors. Only votes cast for a nominee will be counted, except that
each properly executed unrevoked proxy will be voted for management’s nominee for the Board of Directors in the absence of instructions
to the contrary. Abstentions, broker non-votes and instructions on a proxy to withhold authority to vote for management’s nominees
will result in the respective nominees receiving fewer votes.
Annual Report
This Proxy Statement is accompanied
by the Annual Report of the Company for the fiscal year ended March 31, 2021. Shareholders are encouraged to read the Annual Report in
connection with the information contained herein. This proxy statement, the proxy card and the Annual Report are available at http://www.investorvote.com/HIHO.
What is the quorum requirement?
A quorum of shareholders is
necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our then outstanding shares
of the common stock entitled to vote are present at the Annual Meeting in person or represented by proxy. On the Record Date, there were
4,036,825 shares issued and outstanding and entitled to vote.
Your shares will be counted
towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the Annual Meeting. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person
or represented by proxy may adjourn the Annual Meeting to another date.
What if I return a proxy
card or otherwise vote but do not make specific choices?
If you return a signed and
dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:
“For” the election of three (3) Class II directors to serve on our Board for three-year terms.
“For” the ratification of the selection of Centurion ZD CPA & Co. as our independent registered public accounting firm for the fiscal year ending March 31, 2022.
If any other matter is properly
presented at the Annual Meeting, your proxyholder (named on your proxy card) will vote your shares using their best judgment.
PROPOSAL I - ELECTION OF DIRECTORS
The directors and executive
officers of the Company as of July 31, 2021 are listed below.
| Name |
|
Age |
|
Positions |
| Roland W. Kohl |
|
72 |
|
Chief Executive Officer, Director, Chairman of the Board |
| Ringo Tsang |
|
55 |
|
Chief Operating Officer |
| Alan Chan |
|
57 |
|
Chief Financial Officer, Secretary |
| Tiko Aharonov (1) (2) |
|
74 |
|
Director |
| Uri Bernhard Oppenheimer (2) |
|
85 |
|
Director |
| Kevin Yang Kuang Yu (2) |
|
64 |
|
Director |
| Irene Wong Ping Yim (1) |
|
55 |
|
Director |
| Heiko Sonnekalb (1) |
|
50 |
|
Director |
| George Leung Wing Chan (2) |
|
68 |
|
Director |
| Dirk Hermann, Ph.D. |
|
57 |
|
Director |
| (1) | Current member of Audit Committee. |
| (2) | Member of Compensation Committee |
The Directors hold office
until their term has expired and they are re-elected at an annual meeting of shareholders. The Company’s Amended and Restated Memorandum
and Articles of Association provide that the Board of Directors is divided into three classes of directors with staggered terms of office.
At each annual meeting of shareholders, the members of one class of directors will be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election, and until their successors have been duly elected and qualified. At the
Annual Meeting, the terms of one class of directors will expire, and nominees for that class will be nominated elected to hold office
for a three-year term expiring at the 2024 annual meeting. All directors hold office until their respective terms expire and until his
or her successor is elected, or until his or her death, resignation, or removal.
The three candidates receiving
the highest number of affirmative votes cast at the Annual Meeting shall be elected as directors of the Company. Each nominee listed below
has agreed to serve if elected. If for any reason any nominee named below is not a candidate when the election occurs, the Company intends
to vote proxies for the election of the other nominees named below and may vote for any substitute nominee or, in lieu thereof, our Board
of Directors may reduce the number of directors in accordance with our Amended and Restated Memorandum and Articles of Association. Unless
otherwise instructed, the proxy holders will vote the proxies received by them in a manner that will result in the election of the three
nominees named below.
We have three incumbent directors
in Class II whose term expires at the Annual Meeting. The Board of Directors has nominated the incumbent Class II directors, Heiko Sonnekalb,
George Leung Wing Chan and Kevin Yang Kuang Yu, for reelection as Class II directors to serve until the 2024 annual meeting of the shareholders
and until their successors are duly elected and qualified. We believe that Heiko Sonnekalb, George Leung Wing Chan and Kevin Yang Kuang
Yu will be available and able to serve as directors. In the event that any of them is unable or unwilling to serve, the proxy holders
will vote the proxies for such other nominee as they may determine.
Kevin Yang Kuang Yu.
Mr. Yang was elected to the Board of Directors in July 2005. From 2004 until his retirement in 2013, Mr. Yang was the China-USA Director
of Holt Asia LLC (now owned by Chesta Co., Inc.) in the U.S. Prior thereto, from 2000 to May 2003, Mr. Yang set up and managed a factory
in Shanghai for CHT Co., Limited (now owned by Chesta Co., Inc.) and controlled and managed other manufacturing facilities in China. Mr.
Yang has also been involved with the trading companies that were engaged in exporting products to the US. The Board of Directors has determined
that Mr. Yang is a valuable member of the Board of Directors because of his background in manufacturing management, especially in China,
and his experience in dealing with U.S./China business relations.
The Board of Directors believes
that Mr. Yang should be reelected because his previous tenure on the Company’s Board of Directors and his extensive experience in
manufacturing management enables Mr. Yang to contribute valuable knowledge and expertise to the functions of the Board.
George Leung Wing Chan.
Mr. Leung was appointed to the Board of Directors in December 2005. Since 2004, Mr. Leung has been a management consultant. Prior
thereto, from 1995 to 2004, he was the Managing Director/Vice President of Lucky Metal & Plastic Mfg. Co., Ltd. The Board of Directors
has concluded that Mr. Leung is a valuable member of the Board of Directors because he has extensive background in manufacturing management,
particularly in metal and plastics.
The Board of Directors believes
that Mr. Leung should be reelected because his previous tenure on the Company’s Board of Directors and his extensive experience
in manufacturing management enables Mr. Leung to contribute valuable knowledge and expertise to the functions of the Board.
Heiko Sonnekalb. Mr.
Sonnekalb was appointed to the Board of Directors on April 1, 2020. Mr. Sonnekalb currently serves as the chief executive officer of Dr.
Arnold Schaefer GmbH, a German holding company, Lakal GmbH, a German manufacturer of shutter blinds, and Bartz Werke GmbH, a German casting
foundry and heat and pipe technology company. In addition, he serves as a director of Germany-based Herwick AG and Stadtwerke Voelklingen
Vertrieb GmbH. Mr. Sonnekalb also is a committee member of both the IHK Saarland Industrial Research and Foreign Trade Committee and the
DIHK Berlin Industrial Research and Foreign Trade Committee. He also serves as a judge on the labor court in Saarbruecken, Germany. Mr.
Sonnekalb received a degree in Business Administration from the University of Fulda, Germany, in 1997.
The Board of Directors believes
that Mr. Sonnekalb should be reelected because his previous tenure on the Company’s Board of Directors and his extensive experience
in manufacturing enables Mr. Sonnekalb to contribute valuable knowledge and expertise to the functions of the Board.
Continuing Directors
The following is a description
of the incumbent Class III and Class I directors whose terms of office will continue after the Annual Meeting:
Class III – Directors
Continuing in Office Until the 2022 Annual Meeting
Roland W. Kohl. Mr.
Kohl was the founder of the Company and has been its Chief Executive Officer since its inception in 1990. He has been a Director of the
Company since March 1, 1995. He has overall responsibility for the day-to-day operations of the Company and its subsidiaries. Prior to
forming the Company, Mr. Kohl was the Managing Director of Dialbright Company Limited, a camera manufacturer located in China. Mr. Kohl
received a degree in mechanical engineering and has over twenty years’ experience in managing factories and manufacturing operations
in China. Mr. Kohl is a German national and resides in Hong Kong.
Tiko Aharonov. Mr.
Aharonov has been a Director of the Company since its inception in 1990 and was a General Manager of the Company’s camera operations
from 1998 to 2004. Until the closing of the Company’s Bulgarian facility in 2004, Mr. Aharonov acted as the General Manager of the
Bulgarian operations. He was a bank manager for a leading Israeli commercial and retail bank from 1969 to 1989 and has operated his own
real estate and investment company for high net worth individuals desiring to invest in real estate in Israel. Mr. Aharonov also represents
investors in real estate in Bulgaria.
Irene Wong Ping Yim.
Ms. Wong was elected to the Board of Directors in July 2005. For over ten years, Ms. Wong was the Chief Accountant of CNIM Hong Kong Ltd.
From 1994 to 2001, she was the Accounting Manager of Highway Holdings. Ms. Wong graduated from Deakin University with a Master’s
Degree in Business Administration. She is currently a fellow member of the Association of Chartered Certified Accountant and a member
of Hong Kong Institute of Certified Public Accountants.
Class I – Directors
Continuing in Office Until the 2023 Annual Meeting
Uri Bernhard Oppenheimer.
Mr. Oppenheimer has served on the Board of Directors since July 2005. Mr. Oppenheimer is founder, managing director and the majority owner
of U.B. Oppenheimer GmbH in Germany and MIG Germany GmbH in Germany.
Dirk Hermann, Ph.D.
Dr. Hermann was appointed to the Board of Directors on April 1, 2020. Dr. Hermann previously served as a member of the Company’s
Board of Directors from January 2003 until August 2010. Dr. Hermann currently serves as chief executive officer of Saarland Feuerversicherung
AG and Saarland Lebensversicherung AG, two German insurance companies. He joined Bayerische Versicherungskammer in 2012, parent company
of Saarland Insurance Group. Prior thereto, he held a variety of positions with Allianz Versicherungen AG, including a tenure as a member
of the management board. Mr. Hermann currently also serves on the board of two German banks, Landesbank Saar and Sparkassenverband, and
on the board the Consul Investment company. Dr. Hermann graduated from the University of Konstanz in Germany with a bachelor’s degree
in business administration. He also holds a master’s degree in business administration from the University of St. Gallen in Switzerland.
He earned a Ph.D. degree in business administration from the University of Leipzig, in Germany.
Executive Officers
In addition to the directors
listed above, the following are the other principal members of the Company’s management team.
Alan Chan. Mr. Chan
was appointed as the Company’s Chief Financial Officer and Secretary in September 2010. From June 2009 until he joined the Company,
Mr. Chan served as chief financial officer for a joint venture in China with Laureate Education Group. He previously served as vice president
and chief financial officer for DeCoro, an Italian sofa manufacturer with two facilities in Shenzhen, and as financial controller for
San Miguel Shunde Brewery Co. Ltd., a foreign joint venture engaged in the manufacturing and sale of beer products for China and overseas
markets. He also served as financial controller for Hua Yang Printing Holdings Co. Ltd., a manufacturer of children’s paper products.
Mr. Chan began his professional career as an accountant with Nelson Wheeler, an Australian CPA firm, and subsequently with PricewaterhouseCoopers
– formerly Coopers and Lybrand. Mr. Chan earned a Master of Arts degree in accounting from Curtin University in Australia and a
Bachelor of Arts degree from the University of Lancaster in the United Kingdom.
Ringo Tsang. Mr. Tsang
was appointed as the Chief Operating Officer in November 2017. Mr. Tsang joined the Company in March 2009 as a Production Engineer and
was promoted to Chief Technology Officer in 2010. Since becoming Chief Technology Officer, Mr. Tsang has been in charge of the Company’s
engineering department, its tool shop, its Computer Numerical Control (CNC) tooling system, and its automation and information technologies.
Mr. Tsang has a Bachelor of Science degree in mechanical engineering, and a master’s degree in each of Business Administration,
Information Systems, and Professional Accounting.
Officers are elected by and
serve at the discretion of the Board of Directors.
Dr. Hermann is the brother-in-law
of Roland Kohl, the Chairman, President and Chief Executive Officer of the Company. Other than Mr. Hermann’s relationship with Mr.
Kohl, there are no other family relationships between any of the above-named officers, directors or employees. To the Company’s
knowledge, no arrangement or understanding exists between any such director and executive officer and any major shareholder, customer,
supplier or other party pursuant to which any director or executive officer was elected as a director or executive officer of the Company.
Board and Committee Meetings
The Board of Directors held
four meetings during the fiscal year ended March 31, 2021. Each director attended at least 75% of the aggregate of the total meetings
of the Board of Directors and the total number of meetings of all Board committees on which he or she served that were held during the
portion of the 2021 fiscal year in which he or she served as a director or served on such committees, as applicable.
The Board of Directors has
two standing committees: (i) an Audit Committee, and (ii) a Compensation Committee.
Audit Committee
During fiscal 2021, the members
of the Audit Committee of the Board of Directors were Irene Wong Ping Yim, Heiko Sonnekalb and Tiko Aharonov. The Audit Committee reviews,
acts on and reports to the Board of Directors on various auditing and accounting matters, including the selection of the Company’s
auditors, the scope of the annual audits, fees to be paid to the auditors, the performance of the independent auditors, any additional
services to be provided by the auditors, and the Company’s accounting practices. Each of these individuals is a non-employee director
and is independent as defined under the Nasdaq Stock Market’s listing standards, and each has significant knowledge of financial
matters (one of the members has an advanced degree in business administration). Ms. Wong has been designated by the Board of Directors
as the “audit committee financial expert” as defined under Item 401(h)(2) of Regulation S-K of the Securities Exchange Act
of 1934, as amended. The Audit Committee met four times during fiscal 2021. The Audit Committee operates under a formal charter that governs
its duties and conduct. This formal charter is available from the Company upon request.
Audit Committee Report
The following is the
report of our Audit Committee with respect to our audited financial statements for the fiscal year ended March 31, 2021. This report shall
not be deemed soliciting material or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C
under the Securities Exchange Act or to the liabilities of Section 18 of the Securities Exchange Act, nor shall any information in this
report be incorporated by reference into any past or future filing under the Securities Act or the Securities Exchange Act, except to
the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing
under the Securities Act or the Securities Exchange Act.
In performing its oversight
responsibilities as defined in its charter, the Audit Committee has reviewed and discussed the audited financial statements and reporting
process, including the system of internal controls, with management and with Centurion ZD CPA & Co., the Company’s independent
registered public accounting firm for the year ended March 31, 2021. The Audit Committee has also discussed with Centurion ZD CPA &
Co. the matters required to be discussed by the statement on Auditing Standards No. 16, as adopted by the Public Company Accounting Oversight
Board.
In addition, the Audit Committee
has received from Centurion ZD CPA & Co. the written disclosures and the letter required by applicable requirements of the Public
Company Accounting Oversight Board regarding Centurion ZD CPA & Co.’s communications with the Audit Committee concerning independence
and has discussed with Centurion ZD CPA & Co. their independence.
Based on these reviews and
discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual
Report on Form 20-F for the year ended March 31, 2021 for filing with the SEC.
| |
Audit Committee
Irene Wong Ping Yim
Heiko Sonnekalb
Tiko Aharonov |
Compensation Committee
During the past fiscal year,
the Compensation Committee of the Board of Directors consisted of Uri Bernhard Oppenheimer, George Leung Wing Chan, Kevin Yang Kuang Yu
and Tiko Aharonov. The Compensation Committee administers the Company’s 2020 Stock Option and Restricted Stock Plan and establishes
the salaries and incentive compensation of the executive officers of the Company.
Nominations
There currently are eight
directors on the Board, six of whom are independent. The independent directors are responsible for the selection of director nominees,
which selection is presented to the entire Board for the Board’s approval. Accordingly, the Board of Directors has not yet found
it necessary to have a separate Nominating Committee. Assuming that the nominees are elected at the Annual Meeting, six of the eight members
of the Board will be independent directors.
The Board of Directors has
not established any specific minimum qualifications for director candidates or any specific qualities or skills that a candidate must
possess in order to be considered qualified to be nominated as a director. Qualifications for consideration as a director nominee may
vary according to the particular areas of expertise being sought as a complement to the existing board composition. In making its nominations,
the Board of Directors generally will consider, among other things, an individual’s business experience, industry experience, financial
background, breadth of knowledge about issues affecting our Company, time available for meetings and consultation regarding Company matters
and other particular skills and experience possessed by the individual. The Board of Directors has not adopted a formal policy with regard
to the consideration of diversity when evaluating candidates for election to the Board of Directors. However, the Board of Directors believes
that membership should reflect diversity in its broadest sense, but should not be chosen nor excluded based on race, color, gender, national
origin or sexual orientation. In this context, the Board of Directors does consider a candidate’s experience, education, industry
knowledge, history with the Company, and differences of viewpoint when evaluating his or her qualifications for election the Board. In
evaluating such candidates, the Board of Directors seeks to achieve a balance of knowledge, experience and capability in its composition.
To date, all nominees for
election to the Board were recommended for nomination by our existing independent directors, and all of our current nominees were recommended
by our existing independent directors. The Company does not have any policy with regard to the consideration of any director candidates
recommended by securityholders. All potential director candidates, regardless of source, are reviewed under the same process. The Board
of Directors believes this approach is appropriate in light of the infrequent occurrence of recommendations made by our shareholders.
Notwithstanding the foregoing, under the Company’s Amended and Restated Memorandum and of Articles of Association, no person shall
be eligible for election as a director of the Company if the election of such person as a director would cause the Company to be ineligible
to remain a “foreign private issuer.”
A shareholder may nominate
one or more persons for election to the Board of Directors. In order for such nomination to be considered, the shareholder must (i) provide
timely notice thereof in writing and in proper form to the secretary of the Company and (ii) provide the information required by Regulation
7.6 of the Company’s Amended and Restated Articles of Association. To be timely, a shareholder’s notice must be delivered
to, or mailed and received at, the principal executive offices of the Company not less than ninety (90) days nor more than one hundred
twenty (120) days prior to the first anniversary of the preceding year’s meeting at which members of the Board of Directors were
elected.
We do not have a formal policy
regarding attendance by Board members at the Annual Meeting of Shareholders. Our Chairman and Chief Executive Officer attended our 2020
Annual Meeting and will attend our 2021 Annual Meeting. However, because most of the directors are located outside of the U.S., none of
the other directors is expected to attend the Annual Meeting.
Board Leadership Structure and Role in Risk Oversight
The Board of Directors believes
it is important to select the Company’s Chairman and Chief Executive Officer in the manner it considers in the best interests of
the Company at any given time. Accordingly, the Chairman and Chief Executive Officer positions may be filled by one individual or by two
different individuals, as determined by the Board of Directors based on circumstances then in existence.
Currently, Roland Kohl serves
as both Chairman and Chief Executive Officer. The Board of Directors considers this leadership structure to be suitable for the Company
because it allows one person to lead and represent the Company and the Board of Directors, while also providing for effective oversight
by an independent Board. The Board of Directors believes that having Mr. Kohl serve in the roles of Chairman and Chief Executive Officer
is appropriate for the Company and its shareholders at this time, in view of Mr. Kohl’s continuous long-standing roles in such positions,
and Mr. Kohl’s in-depth knowledge of the Company’s business and industry. The Board of Directors also believes that the number
of its independent directors mitigates the risk of any potential conflicts that might result from combining the roles of Chief Executive
Officer and Chairman.
Tiko Aharonov has been designated
as the “lead independent director” of the Board of Directors. Mr. Aharonov is responsible for coordinating the activities
of the independent directors, working with the Chief Executive Officer to set the agenda for Board meetings, chairing executive sessions
of the independent directors, and leading the Board’s review of the Chief Executive Officer. The Board of Directors is currently
comprised of a majority of individuals who are independent from the management of the Company and, assuming that the three nominees are
elected at the Annual Meeting, six of the future eight members of the Board will continue to be independent directors. The Board of Directors
and its committees meet regularly throughout the year to assure that the independent directors are well briefed and informed with regard
to the Company’s affairs. Each of the independent directors has unfettered access to any employee within the Company and each director
is encouraged to call upon whatever employee he deems fit to secure the information each director feels is important to his understanding
of our Company. In this fashion, the Board seeks to maintain well informed, independent directors who are prepared to make informed decisions
regarding the Company’s business affairs.
Management is responsible
for the day-to-day management of risks the Company faces, while the Board of Directors as a whole plays an important role in overseeing
the identification, assessment and mitigation of such risks. The Board of Directors reviews information regarding the Company’s
finances and operations, as well as the risks associated with each. For example, the oversight of financial risk management lies primarily
with the Board’s Audit Committee, which is empowered to appoint and oversee our independent auditors, monitor the integrity of our
financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors,
management and the Board of Directors. The Company’s Compensation Committee is responsible for overseeing the management of risks
relating to the Company’s compensation plans and arrangements, as well as risks associated with the independence of the Board of
Directors and potential conflicts of interest. In fulfilling its risk oversight responsibility, the Board of Directors, as a whole and
acting through any established committees, regularly consults with management to evaluate and, when appropriate, modify our risk management
strategies.
PROPOSAL II - RATIFICATION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Audit Committee of the
Board has selected Centurion ZD CPA & Co., an accounting firm based in Hong Kong, to continue as the Company’s independent registered
public accounting firm for the fiscal year ended March 31, 2022.
As disclosed in a report on
Form 6-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 21, 2020 (the “January
2020 Form 6-K”), the Company reported that on January 21, 2020, the Company appointed Gumbiner Savett Inc. (“Gumbiner”)
as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2020. Gumbiner is an assurance,
tax, and business advisory firm based in Santa Monica, California, U.S. During the Company’s fiscal years ended March 31, 2018 and
2019 and through the subsequent interim period on or prior to January 21, 2020, neither the Company nor anyone on its behalf has consulted
with Gumbiner on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s financial statements, or (b) any matter that was the subject of a
disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event
as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
As noted in the January 2020
Form 6-K, Gumbiner replaced Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”), the former independent
auditor in Hong Kong. The auditor-client relationship between the Company and Deloitte was ended on January 21, 2020 after careful consideration
and evaluation by the Company’s Audit Committee and with the approval of the Board of Directors of the Company.
Deloitte’s audit reports
on the Company’s consolidated financial statements for each of the fiscal year ended March 31, 2019 did not contain an adverse opinion
or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s
fiscal years ended March 31, 2019 and through the subsequent interim period on or prior to January 21, 2020, there were no disagreements
between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the
subject matter of the disagreements in connection with its report.
The Audit Committee of the
Company’s Board of Directors was informed that Gumbiner would not be able to complete its audit of the Company’s financial
statements for the year ended March 31, 2020 by the July 31, 2020 deadline for filing the Company’s Annual Report on Form 20-F with
the SEC because of the on-going travel restrictions resulting from the worldwide COVID-19 pandemic and the resulting lack of access to
the Company’s records and facilities in Hong Kong, Shenzhen, China, or Yangon, Myanmar. Accordingly, on July 20, 2020, the Company’s
Audit Committee dismissed Gumbiner.
Gumbiner performed substantive
work with respect to the audit work for the fiscal year ended March 31, 2020 but did not complete its work or issue an audit report. During
the course of its work, Gumbiner informed the Company that it believed that there were material weaknesses in the Company’s internal
control over financial reporting as of March 31, 2020. There were no disagreements with Gumbiner on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s) or reportable event(s), if not resolved
to the satisfaction of Gumbiner would have caused Gumbiner to make reference to the subject matter of the disagreement(s) or reportable
event(s) in connection with its report on the Company’s consolidated financial statements for the March 31, 2020 fiscal year.
On July 24, 2020, the Audit
Committee appointed Centurion ZD CPA & Co. (“Centurion”), an accounting firm based in Hong Kong, as the Company’s
independent registered public accounting firm for the fiscal year ended March 31, 2020. During the Company’s fiscal years ended
March 31, 2019 and 2020, and through the subsequent interim period on or prior to July 24, 2020, neither the Company nor anyone on its
behalf has consulted with Centurion on either (a) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (b) any matter that was
the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a
reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The Audit Committee has authorized
Deloitte and Gumbiner to respond fully to all inquiries from Centurion.
Shareholder ratification of
the selection of Centurion as the Company’s independent public accountants is not required by the Company’s Amended and Restated
Memorandum and Articles of Association or otherwise. However, the Board of Directors is submitting the anticipated selection of Centurion
to the shareholders for ratification as a matter of good corporate practice. The Board of Directors will consider the shareholders’
vote in its determination of whether to retain that firm. However, even if the selection is ratified, the Board of Directors in its discretion
may direct the selection of a different independent accounting firm, or change such selection at any time during the year if it determines
that such a change would be in the best interests of the Company and its shareholders.
The Board of Directors does
not anticipate a representative of Centurion will attend the Annual Meeting.
The following table presents
the aggregate fees for professional services and other services rendered by Deloitte, Gumbiner. and Centurion to the Company for the periods
indicated.
| | |
2020 | | |
2021 | |
| Audit Fees (1) -Deloitte | |
$ | 50,000 | | |
$ | 53,000 | |
| Audit Fees (1) -Gumbiner | |
$ | 100,000 | | |
| - | |
| Audit Fees (1) -Centurion | |
$ | 270,000 | | |
$ | 220,000 | |
| Tax Fees (2) | |
| - | | |
| - | |
| Total | |
$ | 420,000 | | |
$ | 273,000 | |
| (1) | Audit fees represent fees for professional services provided in connection with the audit of the Company’s consolidated financial
statements, and audit services provided in connection with other statutory or regulatory filings. |
| (2) | Tax Fees include fees for the preparation of tax returns. |
As part of its policies and procedures, all audit
related services, tax services and other services, if any, rendered by our independent registered public accounting firms were pre-approved
by the Audit Committee.
Equity Compensation Plan Information
The following table provides
information, as of March 31, 2021, with respect to all of our compensation plans under which equity securities are authorized for issuance:
| | |
Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | |
Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) | |
| | |
(a) | | |
(b) | | |
(c) | |
| Equity compensation plans approved by our shareholders: | |
| 365,000 | | |
$ | 1.97 | | |
| 485,000 | |
| Equity compensation plans not approved by our shareholders | |
| -0- | | |
| -- | | |
| -- | |
On October 8, 2020, the shareholders
of the Company adopted the 2020 Option Plan to replace the prior 2010 Option Plan that expired on June 26, 2020. On the date that the
2010 Option Plan expired, awards for all 600,000 shares available for grant under the 2010 Stock Option Plan had been granted, and no
additional shares were available for grant under the 2010 Option Plan. To date, no options have been granted under the 2020 Option Plan.
However, the Company has issued 15,000 shares of restricted stock to three consultants based in Germany.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth,
as of August 23, 2021, the record date, certain information with respect to the beneficial ownership of the Company’s Common Shares
by (i) each person known by the Company to own beneficially more than 5% of the outstanding Common Shares outstanding as of such date,
(ii) each of the director nominees, (iii) executive officers, and (iv) the officers and directors of the Company as a group.
| Name of Beneficial Owner or Identity of Group(1) | |
Number of Common Shares Beneficially Owned | | |
Percent Beneficial Owned(**) | |
| Roland W. Kohl | |
| 674,067 | (2) | |
| 16.7 | % |
| Tiko Aharonov | |
| 285,000 | (3) | |
| 7.1 | % |
| Heiko Sonnekalb | |
| 25,000 | | |
| * | |
| George Leung Wing Chan | |
| 28,000 | (4) | |
| * | |
| Dirk Hermann | |
| 51,286 | | |
| 1.3 | % |
| Irene Wong Ping Yim | |
| 43,000 | (5) | |
| 1.1 | % |
| Kevin Yang Kuang Yu | |
| 36,224 | (4) | |
| * | |
| Uri Bernhard Oppenheimer | |
| 52,000 | (4) | |
| 1.3 | % |
| Alan Chan | |
| 50,000 | | |
| 1.2 | % |
| Ringo Tsang | |
| 50,000 | | |
| 1.2 | % |
| All Directors and Officers as a Group (10 Persons) | |
| 1,294,577 | (6) | |
| 32.1 | % |
| ** | Under the rules of the Securities and Exchange Commission, shares of Common Shares that an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any
other person shown in the table. |
| (1) | The address of each of the named holders is c/o Highway Holdings Limited, Suite 1801, Level 18, Landmark North, 39 Lung Sum Avenue,
Sheung Shui, New Territories, Hong Kong. |
| (2) | Includes currently exercisable options to purchase 60,000 shares. |
| (3) | Includes currently exercisable options to purchase 50,000 shares. |
| (4) | Includes currently exercisable options to purchase 25,000 shares. |
| (5) | Includes currently exercisable options to purchase 40,000 shares. |
| (6) | Includes currently exercisable options to purchase 225,000 shares. |
There are no arrangements
known to the Company the operation of which may at a subsequent date result in a change in control of the Company. All holders of the
Common Shares have the same voting rights.
Compensation of Directors and Officers
The aggregate amount of compensation
(including non-cash benefits, but excluding equity compensation) paid by the Company and its subsidiaries during the year ended on March
31, 2021 to directors on the Company’s Board of Directors and officers as a group (ten people), for services rendered to the Company
and its subsidiaries in all capacities was approximately $825,000, excluding amounts paid by the Company as dividends to directors and
executive officers in their capacity as shareholders of the Company. In connection with their appointment as members of the Board of Directors,
in June 2020, Dirk Hermann and Heiko Sonnekalb were each granted options for the purchase of 20,000 Common Shares. The foregoing options
were vested upon grant, have a five-year term, and an exercise price of $1.97 per share.
Mr. Kohl is employed pursuant
to an employment agreement that can only be terminated by the Company, other than for cause or in the case of Mr. Kohl’s incapacity,
by paying Mr. Kohl a severance payment equal to three times his annual base salary. However, since April 2019 under the employment agreement
Mr. Kohl’s base salary will be reduced by one-half from his initial base salary following any fiscal quarter in which the Company
has a net quarterly loss, which salary reduction will remain in effect until the Company has net income in any subsequent quarter. Accordingly,
in the event that the Company has a quarterly loss, Mr. Kohl’s annual base salary for the following quarter will be reduced by one-half.
The forfeited salary will not be recouped if/when the Company has a profitable fiscal quarter. Two of the Company’s other senior
managers have also agreed to voluntarily reduce their base salaries by 50% in the same manner as Mr. Kohl.
Mr. Kohl, and the four other
senior managers of the Company, are entitled to receive cash payments equal to three times their annual salary in the event of a change
of control of the Company without the approval of the Board of Directors.
During the past fiscal year,
the Company paid each of the non-executive directors an annual director’s fee of $12,000 and reimbursed them for their reasonable
expenses incurred in connection with their services as directors. In addition, the Chairman of any committee is paid an additional fee
of $2,000 per year, and the members of a committee are paid an additional fee of $2,000 per year for each committee on which they serve.
SHAREHOLDER PROPOSALS AT THE
NEXT ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals submitted
for inclusion in the Company’s Proxy Statement and form of proxy relating to the Company’s 2022 annual meeting of shareholders
must be received by May 2, 2022. If the Company is not notified of a shareholder proposal by May 2, 2022, then the proxies held by management
of the Company may provide the discretion to vote against such shareholder proposal, even though such proposal is not discussed in the
Proxy Statement. Shareholder proposals should be submitted to the Company at Suite 1801, Level 18, Landmark North, 39 Lung Sum Avenue,
Sheung Shui, New Territories, Hong Kong.
OTHER MATTERS
The Board of Directors does
not know of any other business that may be presented for consideration at the meeting. However, if any matters not referred to in this
Proxy Statement should properly come before the meeting, the persons named in the proxies will vote the shares represented thereby in
accordance with their judgment.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders may communicate
directly with the Board of Directors by writing to them at Board of Directors, c/o Secretary, Highway Holdings Limited, Suite 1801, Level
18, Landmark North, 39 Lung Sum Avenue, Sheung Shui, New Territories, Hong Kong. Such communications will be forwarded to the director
or directors to whom it is addressed, except for communications that are (1) advertisements or promotional communications, (2) solely
related to complaints with respect to ordinary course of business customer service and satisfaction issues, or (3) clearly unrelated to
the Company’s business, industry, management or Board or committee matters.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
The Company will furnish without
charge a copy of the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2021 as filed with the Securities
and Exchange Commission to any shareholder desiring a copy. Shareholders may request such Annual Reports from the following: Gary S. Maier,
Maier & Company, Inc. by email at gmaier@maierco.com or by phone at (310) 471-1288.
| September 2, 2021 |
By Order of the Board of Directors |
| |
|
| |
/s/ Alan Chan |
| |
Alan Chan, Secretary |
14
