{"url_path":"/sec/hiho/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 Material Modification to the Rights of Securities Holders","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","accession_number":"0001213900-26-077959","cik":"0001026785","ticker":"HIHO","issuer_name":"HIGHWAY HOLDINGS LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","primary_entity_key":"0001026785","primary_entity_name":"HIGHWAY HOLDINGS LTD"},"word_count":530,"has_tables":true,"body_markdown":"** **\n\n**Item 14. Material Modification to the Rights of Securities Holders\nand Use of Proceeds.**\n\n \n\nThe Company is a British Virgin Islands company.\nIn the British Virgin Islands, a company’s charter documents that are comparable to a U.S.-domestic corporation’s articles\nor certificate of incorporation and bylaws are called Memorandum of Association and Articles of Association. On May 11, 2018, the Company\nfiled its Amended and Restated Memorandum and Articles of Association with the British Virgin Islands Registrar of Corporate Affairs.\nA copy of the Amended and Restated Memorandum and Articles of Association as filed with the Registrar of Corporate Affairs of the British\nVirgin Islands is attached hereto as Exhibit 1.5. The principal changes that the Amended and Restated Memorandum and Articles of Association\nmade to our Memorandum and Articles of Association, as amended, include the following:\n\n \n\nA. The Amended and Restated Memorandum and Articles\nof Association amended and restated certain provisions of the Company’s Memorandum and Articles of Association. For a description\nof the Amended and Restated Memorandum and Articles of Association, see “*Item 10. Additional Information--Amended and Restated\nMemorandum and Articles of Association,*” above. The Amended and Restated Memorandum did not change the terms of the Common Shares\nas in effect as of the date of the amendment.\n\n \n\nB. The Amended and Restated Memorandum and Articles\nof Association authorized a new class of securities titled “Series A Preferred Shares.” No Series A Preferred Shares have\nbeen issued, and none are outstanding. In connection with the authorization of the Series A Preferred Shares, on April 28, 2018, the Company’s\nBoard of Directors declared a dividend of one preferred share purchase right (the “Rights”) for each outstanding share of\nCommon Share. The Rights entitle the registered holders of the Common Shares to purchase from the Company one one-thousandth of a Series\nA Preferred share, par value $0.01 per share, of the Company at a price of $10.00 per one one-thousandth of a Series A Preferred Share\nif, and when, a person or group announces an acquisition of 15% or more of the Company’s outstanding Common Shares, or announces\ncommencement of a tender offer for 15% or more of the Common Shares. In that event, the Rightsf permit shareholders, other than the acquiring\nperson, to purchase the Series A Preferred Shares. For a description of the Series A Preferred Shares and the Rights, see “*Item\n10. Additional Information--Amended and Restated Memorandum and Articles of Association,*” above.\n\n \n\n60\n\n \n\n \n\nA detailed description of the Rights and the Series\nA Preferred Shares is included in the report on Form 6-K that we filed with the SEC on May 11, 2018, which information is hereby incorporated\nby reference into this annual report.\n\n \n\nOn December 2, 2019, the Company amended Regulation\n8.1 of its Amended and Restated Articles of Association to require Directors to be elected by a plurality of the votes cast by the shareholders\nat a duly convened and constituted meeting of the shareholders. Prior to the amendment, the Company used a modified majority voting system.\nAs a result of the amendment, in future elections, candidates receiving the highest number of affirmative votes, up to the number of directors\nto be elected, shall be elected."}