SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-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 November 2019

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 is the press release issued by the registrant on November 12, 2019.

On December 2, 2019, Highway Holdings Limited (the “Company”) amended Regulation 8.1 of the Company’s Amended and Restated Articles of Association to require Directors to be elected by a plurality of the votes cast by the shareholders at a duly convened and constituted meeting of the shareholders. Plurality voting is the standard voting system used for elections. Prior to the amendment, the Company used a modified majority voting system. As a result of the amendment, in future elections, candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected.

Exhibit Index.

Exhibit No.		Description
99.1		Press release issued on November 12, 2019.

99.2		Amendment Of Amended And Restated Article Of Association.

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: December 4, 2019	By:	/s/ ROLAND W. KOHL
		Roland W. Kohl Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

CONTACT:

Gary S. Maier

Maier & Company, Inc.

(310) 471-1288

HIGHWAY HOLDINGS REPORTS FISCAL 2020 SECOND QUARTER RESULTS

HONG KONG — November 12, 2019 — Highway Holdings Limited (Nasdaq: HIHO) today reported results for its fiscal 2020 second quarter and six-month period ended September 30, 2019.

Net sales for the fiscal 2020 second quarter were $3.2 million compared with $3.5 million a year earlier. Net loss for the same period was $94,000, or $0.02 per share, compared with net loss of $222,000, or $0.06 per share, a year earlier.

For the six-month period, net sales were $6.0 million compared with $7.5 million a year earlier. The company incurred a net loss of $196,000, or $0.05 per share, compared with a net loss of $139,000, or $0.04 per share, for the same period a year ago.

“Results for the quarter and first half of fiscal 2020 were affected by a reduction in orders from some of the company’s major customers, as previously reported. A sharp decline in demand for products sold by one of these customers was a major factor in our order softness, as well as by worldwide business dynamics -- specifically the ongoing trade war between the United States and China,” said Roland Kohl, chairman, president and chief executive officer.

He also noted that the company’s sales for the quarter and six months were impacted by price reductions provided to customers as an incentive to utilize the company’s newly expanded Myanmar operation. Kohl noted that approximately one-half of the company’s business is now being produced at its Myanmar manufacturing facility.

Kohl emphasized the company continues to focus on cost-reduction initiatives. Despite significant cost reductions, SG&A expenses were only modestly decreased for the reported periods due to costs associated with the transfer of business and equipment from the company’s China in factory to its Myanmar operation. These costs are expected to decline for the balance of the fiscal year, since the final phase of the equipment relocation is nearing completion. In addition, Kohl noted the company is also scaling back its operations in China to reflect its decreased utilization and the ramp up of production in the Myanmar factory. He added that the cost-savings initiatives will, however, be somewhat offset by additional expenses associated with training staff in Myanmar by the company’s Hong Kong-based managers and technicians, as well as its Chinese engineers.

Gross profit for the second quarter of fiscal 2020 was $845,000 compared with $864,000 a year ago. Gross profit as a percentage of sales for the same period was 26.4 percent compared with 24.7 percent a year earlier. Gross profit for the six-month period of fiscal 2020 was $1.6 million compared with $1.9 million a year ago. Gross profit as a percentage of sales for the same period was 26.3 percent compared with 25.3 percent a year earlier. “Gross profit for both the quarter and six months of 2020 is not truly representative of the company’s expected annualized financial performance due to the rapid changes and extraordinary costs associated with the relocation, aside from lower net sales and lower gross margins for both periods,” Kohl said.

Net loss for the second quarter reflects a currency exchange gain of $54,000 compared with a $2,000 currency exchange gain for the same period last year -- mainly due to weakening of RMB. For the fiscal 2020 six-month period, the company reported a currency exchange gain of $95,000 compared with a currency exchange gain of $35,000 a year earlier. Since the company does not engage in currency exchange rate hedging, Highway Holdings will in the future continue to realize currency exchange gains and losses due to the fluctuation of currency exchange rates.

Kohl noted the company’s balance sheet remains strong, with cash and cash equivalents in excess of $8.0 million, or approximately $2.08 per diluted share, exceeding all of its short- and long-term liabilities by approximately $2.0 million.

Current liabilities at September 30, 2019 totaled $5.8 million and current assets were $13.9 million. Total shareholders’ equity at September 30, 2019 was $10.3 million, or $2.67 per diluted share, compared with $10.1 million, or $2.7 per diluted share, at March 31, 2019.

About Highway Holdings Limited

Highway Holdings produces a wide variety of high-quality products for blue chip original equipment manufacturers -- from simple parts and components to sub-assemblies and finished products. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Shenzhen in the People’s Republic of China and in Yangon in Myanmar.

Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements which involve risks and uncertainties, including but not limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations, markets, products and prices, and other factors discussed in the company’s various filings with the Securities and Exchange Commission, including without limitation, the company’s annual reports on Form 20-F.

(Financial Tables Follow)

# # #

HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statement of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,

	2019			2018			2019			2018

Net sales	$	3,195		$	3,495		$	6,040		$	7,545
Cost of sales		2,350			2,631			4,449			5,637
Gross profit		845			864			1,591			1,908

Selling, general and administrative expenses		1,014			1,115			1,926			2,116
Operating (loss)		(169	)		(251	)		(335	)		(208	)

Non-operating items

Exchange gain /(loss), net		54			2			95			35
Interest income		19			5			29			7
Gain/(Loss) on disposal of Asset		2			-			3			28
Other income/(expenses)		-			-			1			6
Total non-operating income/ (expenses)		75			7			128			76


Net (loss) before income tax and non-controlling interests		(94	)		(244	)		(207	)		(132	)
Income taxes		0			32			-			-
Net (loss) before non-controlling interests		(94	)		(212	)		(207	)		(132	)
Less: net gain/(loss) attributable to non-controlling interests		0			10			(11	)		7
Net income/(loss) attributable to Highway Holdings Limited’s shareholders		(94	)		(222	)		(196	)		(139	)

Net (loss) per share – Basic	$	(0.02	)	$	(0.06	)	$	(0.05	)	$	(0.04	)
Net (loss) per share - Diluted	$	(0.02	)	$	(0.06	)	$	(0.05	)	$	(0.04	)

Weighted average number of shares outstanding
Basic		3,904			3,802			3,853			3,802
Diluted		3,904			3,802			3,853			3,802

HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheet

(Dollars in thousands, except per share data)

	Sept 30			Mar 31
	2019			2019

Current assets:
Cash and cash equivalents	$	8,039		$	8,827
Accounts receivable, net of doubtful accounts		2,198			2,264
Inventories		2,220			1,539
Prepaid expenses and other current assets		930			722
Operating leases		476			-
Total current assets		13,863			13,352

Property, plant and equipment, (net)		876			886
Operating lease		1,157			-
Long-term deposits		66			66
Long-term loan receivable		75			75
Long-term prepayment		299			-
Long-term rental prepayment		-			871
Total assets	$	16,336		$	15,250

Current liabilities:
Accounts payable	$	989		$	1,161
Other liabilities and accrued expenses		3,448			2,989
Lease liability		464			-
Income tax payable		556			602
Dividend payable		329			329
Total current liabilities		5,786			5,081

Long term liabilities :
Lease liability		243			-
Deferred income taxes		32			32
Total liabilities		6,061			5,113

Shareholders’ equity:
Common shares, $0.01 par value		39			38
Additional paid-in capital		11,712			11,370
Retained earnings / (Deficit)		(1,430	)		(1,233	)
Accumulated other comprehensive income/(loss)		(70	)		(35	)
Treasury shares, at cost – 5,049 shares as of September, 30, 2019; and March 31, 2019 respectively		(14	)		(14	)
Non-controlling interest		38			11
Total shareholders’ equity		10,275			10,137

Total liabilities and shareholders’ equity	$	16,336		$	15,250

Exhibit 99.2

HIGHWAY HOLDINGS LIMITED

incorporated in the British Virgin Islands

Company No. 32576

(the "Company")

CERTIFIED EXTRACT OF RESOLUTION OF THE DIRECTORS OF THE COMPANY
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

ADOPTED ON 10TH NOVEMBER 2019

RESOLVED that the existing Article 8.1 of the Articles of Association of the Company be deleted in its entirety and the following be substituted in lieu thereof:

"8.1 The first directors of the Company shall be appointed by the first registered agent within 6 months of the date of Incorporation of the Company; and thereafter, the directors shall be elected by a plurality of the votes cast by the Shareholders at a duly convened and constituted meeting of the Shareholders. The candidates (each being a person nominated for election to the board of directors in accordance with Regulation 7) receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected with effect from immediately after the conclusion of the meeting of Shareholders; votes against any candidate and votes withheld shall have no legal effect."

Dated this 2nd day of December, 2019.

Harneys Corporate Services Limited

Registered Agent