{"url_path":"/sec/hiho/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees**","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":3037,"has_tables":true,"body_markdown":"**Item 6. Directors, Senior Management and Employees**\n\n** **\n\n**Directors and Executive Officers**\n\n \n\nThe Directors and executive officers of the Company\nas of June 30, 2026 are listed below.\n\n \n\nName\n \nAge\n \nPositions\n\nRoland\nW. Kohl\n \n77\n \nChief\nExecutive Officer, Director, Chairman of the Board\n\nRingo\nTsang\n \n60\n \nChief\nOperating Officer\n\nAlan\nChan\n \n62\n \nChief\nFinancial Officer, Secretary\n\nDoron\nAharonov (1)\n \n47\n \nDirector\n\nIrene\nWong Ping Yim (1) (2)\n \n60\n \nDirector\n\nHeiko\nSonnekalb (1) (2)\n \n55\n \nDirector\n\nAnnie\nLeung Hoi Ling\n \n37\n \nDirector\n\nBrian\nChu Chong Tat\n \n53\n \nDirector\n\n \n\n(1)\nCurrent member of Audit Committee.\n\n(2)\nMember of Compensation Committee\n\n \n\nThe Directors hold office until their term has\nexpired and they are re-elected at an annual meeting of shareholders. The Company’s Amended and Restated Memorandum and Articles\nof Association provide that the Board of Directors is divided into three classes of directors with staggered terms of office. At each\nannual meeting of shareholders, the members of one class of directors will be elected for a term of office to expire at the third succeeding\nannual meeting of shareholders after their election, and until their successors have been duly elected and qualified. The next annual\nmeeting of shareholders is currently scheduled to be held on September 12, 2026.\n\n \n\nAs a foreign private issuer organized under the\nlaw of the British Virgin Islands, the Company may follow its home company practice in lieu of NASDAQ’s Marketplace Rule 5605(b)(1)\nrequiring the independence of a majority of our directors. During the year ended March 31, 2026 and continuing to date, the composition\nof the Board of Director has consisted of a majority of directors deemed “independent” under that Rule.\n\n** **\n\n**Roland W. Kohl**. Mr. Kohl was the founder\nof the Company and has been its Chief Executive Officer since its inception in 1990. He has been a Director of the Company since March\n1, 1995. He has overall responsibility for the day-to-day operations of the Company and its subsidiaries. Prior to forming the Company,\nMr. Kohl was the Managing Director of Dialbright Company Limited, a camera manufacturer located in China. Mr. Kohl received a degree in\nmechanical engineering and has over thirty years’ experience in managing factories and manufacturing operations in China. Mr. Kohl\nis a German national and resides in Hong Kong.\n\n** **\n\n**Ringo Tsang**. Mr. Tsang was appointed as\nthe Chief Operating Officer in November 2017. Mr. Tsang joined the Company in March 2009 as a Production Engineer and was promoted to\nChief Technology Officer in 2010. Since becoming Chief Technology Officer, Mr. Tsang has been in charge of the Company’s engineering\ndepartment, its tool shop, its Computer Numerical Control (CNC) tooling system, and its automation and information technologies. Mr. Tsang\nhas a Bachelor of Science degree in mechanical engineering, and a Master’s Degree in each of Business Administration, Information\nSystems, and Professional Accounting.\n\n** **\n\n**Alan Chan.** Mr. Chan was appointed as the\nCompany’s Chief Financial Officer and Secretary in September 2010. From June 2009 until he joined the Company, Mr. Chan served as\nchief financial officer for a joint venture in China with Laureate Education Group. He previously served as vice president and chief financial\nofficer for DeCoro, an Italian sofa manufacturer with two facilities in Shenzhen, and as financial controller for San Miguel Shunde Brewery\nCo. Ltd., a foreign joint venture engaged in the manufacturing and sale of beer products for China and overseas markets. He also served\nas financial controller for Hua Yang Printing Holdings Co. Ltd., a manufacturer of children’s paper products. Mr. Chan began his\nprofessional career as an accountant with Nelson Wheeler, an Australian CPA firm, and subsequently with PricewaterhouseCoopers –\nformerly Coopers and Lybrand. Mr. Chan earned a Master of Arts degree in accounting from Curtin University in Australia and a Bachelor\nof Arts degree from the University of Lancaster in the United Kingdom.\n\n** **\n\n**Irene Wong Ping Yim.**Ms. Wong was elected\nto 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,\nshe was the Accounting Manager of Highway Holdings. Ms. Wong graduated from Deakin University with a Master’s Degree in Business\nAdministration. She is currently a fellow member of the Association of Chartered Certified Accountant and a member of Hong Kong Institute\nof Certified Public Accountants.\n\n** **\n\n45\n\n \n\n** **\n\n**Heiko Sonnekalb**. Mr. Sonnekalb was appointed to the Board of Directors on April 1, 2020.\nMr. Sonnekalb currently serves as the chief executive officer of Dr. Arnold Schaefer GmbH, a German holding company, Lakal GmbH, a German\nmanufacturer of shutter blinds, and Bartz Werke GmbH, a German casting foundry and heat and pipe technology company. In addition, he serves\nas a member of the supervisory board of Germany-based Herweck AG. Mr. Sonnekalb also is a committee member of both the IHK Saarland Industrial\nResearch and Foreign Trade Committee and the DIHK Berlin Industrial Research and Foreign Trade Committee. He also serves as a judge on\nthe labor court in Saarbruecken, Germany. Mr. Sonnekalb received a degree in Business Administration from the University of Fulda, Germany,\nin 1997.\n\n** **\n\n**Annie Leung Hoi Ling**, 37 years old, has\nover 12 years of experience in engineering design, manufacturing, and operations. She currently runs an OEM factory she built in 2019\nin Vietnam with over 600 employees. Ms. Leung previously held positions at Artop Group, Good Mark Industrial Limited and Good Mark Industrial\nVietnam. She received BEng with honors in product analysis and engineering design from The Hong Kong Polytechnic University.\n\n** **\n\n**Brian Chu Chong Tat**, 53 years old, has over\n28 years of experience in collaborative education and entrepreneurship. His dedication to excellence and commitment to helping students\nrealize their unique strengths has served as the foundation for a highly successful career. . Mr. Chu also founded a highly successful\ntennis club on his own initiative, with approximately 100 active members. Mr. Chu holds a Bachelor of Education with Honors from Hong\nKong Education University.\n\n \n\n**Doron Aharonov**. Mr. Aharonov was appointed\nto the Board of Directors on October 25, 2025. Mr. Aharonov currently serves as a real estate broker with Compass in Manhattan, New York.\nFrom 2018 to 2023, he was a commercial real estate agent with CBRE Ltd. in Israel, and from 2015 to 2018 he was a broker with Douglas\nElliman Real Estate in New York. Mr. Aharonov holds a B.A. in Business Administration (Finance) from Ono Academic College and served in\nthe Israel Defense Forces from 1997 to 2000 as a Company Sergeant Major in the Free Fall Training School.\n\n \n\nThere are no other family relationships between\nany of the above-named officers, directors or employees. To the Company’s knowledge, no arrangement or understanding exists between\nany such director and executive officer and any major shareholder, customer, supplier or other party pursuant to which any director or\nexecutive officer was elected as a director or executive officer of the Company.\n\n \n\nSince the Company’s last annual report, four\ndirectors, Tiko Aharonov, Drik Hermann, Ph.D., Patrick Michaels, and Marcus Bagnall, resigned from the Company’s Board of Directors.\nEach resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies\nor practices. Tiko Aharonov also ceased to serve as a member of the Audit Committee and of the Compensation Committee upon his resignation.\nDuring fiscal 2026, Doron Aharonov was appointed to the Company’s Board of Directors and was also appointed as a member of the Audit\nCommittee. As of the date of this annual report, the Board consists of six directors, five of whom are independent under applicable Nasdaq\nlisting standards\n\n** **\n\n**Compensation of Directors and Officers**\n\n \n\nThe aggregate amount of compensation (including\nnon-cash benefits, but excluding equity compensation) paid by the Company and its subsidiaries during the year ended on March 31, 2026\nto directors on the Company’s Board of Directors and officers as a group, for services rendered to the Company and its subsidiaries\nin all capacities was approximately $852,000, excluding amounts paid by the Company as dividends to directors and executive officers\nin their capacity as shareholders of the Company.\n\n \n\nMr. Kohl is employed pursuant to an employment\nagreement that can only be terminated by the Company, other than for cause or in the case of Mr. Kohl’s incapacity, by paying Mr.\nKohl a severance payment equal to three times his annual base salary. As of the past fiscal year, Mr. Kohl has voluntarily reduced his\nannual base salary by half. The forgone portion of his salary is waived. This voluntary reduction may be reversed and his salary restored\nto its original base salary at any time.\n\n \n\n46\n\n \n\n \n\nMr. Kohl, and the three other senior managers of\nthe Company, are entitled to receive cash payments equal to three times their annual salary in the event of a change of control of the\nCompany without the approval of the Board of Directors. \n\n \n\nOn May 1, 2025, Mr. Kohl, Tiko Aharonov, Mr. Sonnekalb,\nand Ms. Wong, each directors of the Company, and Mr. Tsang and Mr. Chan, each officers of the Company, were each granted 20,000 shares\nof restricted stock under the Company’s 2020 Stock Option and Restricted Stock Plan. Further, Ms. Ling, and Mr. Tat, each directors\nof the Company, were each granted 2,500 shares of restricted stock under the Company’s 2020 Stock Option and Restricted Stock Plan.\nThe restricted stock awards granted to the directors of the Company are each subject to vesting and each vest fully on April 1, 2028 subject\nto continuous provision of services to the Company through such date. The restricted stock awards granted to Mr. Tsang and Mr. Chan are\neach subject to vesting and each vest fully on April 1, 2030 subject to continuous provision of services to the Company through such date.\n\n \n\nDuring the past fiscal year, the Company paid each\nof the non-executive directors an annual director’s fee of $12,000 and reimbursed them for their reasonable expenses incurred in\nconnection with their services as directors. In addition, the Chairman of any committee is paid an additional fee of $2,000 per year,\nand the members of a committee are paid an additional fee of $2,000 per year for each committee on which they serve.\n\n** **\n\n**Board Practices**\n\n \n\nDirectors of the Company are elected at the Company’s\nannual meeting of shareholders and serve until their successors take office, or until their death, resignation or removal. The Company’s\nAmended and Restated Memorandum and Articles of Association provide for the classification of our Board of Directors into three classes\nof directors with staggered terms of office. At each annual meeting, one class of directors will be elected for a term of office to expire\nat the third succeeding annual meeting of shareholders after their election and until their successors have been duly elected and qualified\n(i.e. directors will be elected for three year terms).\n\n \n\nThe Company generally holds its annual meeting\nof shareholders within 90 days after the filing of its annual report on Form 20-F with the Commission. Executive officers serve at the\npleasure of the Board of Directors of the Company. As of the date of this annual report, there are no agreements with any of the Directors\nthat would provide the Directors with any benefits upon termination of employment. However, in the event of a change of control without\nthe approval of the Board of Directors, Mr. Kohl, and the three other senior managers of the Company, are entitled to receive cash payments\nequal to three times their annual salary.\n\n* *\n\n*Audit Committee.*During fiscal 2026, the\nmembers of the Audit Committee of the Board of Directors were Irene Wong Ping Yim, Heiko Sonnekalb, and Tiko Aharonov, until Tiko Aharonov’s\nresignation from the Board of Directors this fiscal year. The Audit Committee reviews, acts on and reports to the Board of Directors on\nvarious auditing and accounting matters, including the selection of the Company’s auditors, the scope of the annual audits, fees\nto be paid to the auditors, the performance of the independent auditors, any additional services to be provided by the auditors, and the\nCompany’s accounting practices. Each of these individuals is a non-employee director and is independent as defined under the Nasdaq\nStock Market’s listing standards, and each has significant knowledge of financial matters (one of the members has an advanced degree\nin business administration). Ms. Wong has been designated by the Board as the “audit committee financial expert” as defined\nunder Item 401(h)(2) of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Audit Committee met two times during fiscal\n2026. The Audit Committee operates under a formal charter that governs its duties and conduct.\n\n \n\n*Compensation Committee.* During the past\nfiscal year, the Compensation Committee of the Board of Directors consisted of Irene Wong Ping Yim, Heiko Sonnekalb, and Tiko Aharonov,\nuntil Tiko Aharonov’s resignation from the Board of Directors this fiscal year. The Compensation Committee administers the Company’s\n2020 Stock Option and Restricted Stock Plan and establishes the salaries and incentive compensation of the executive officers of the Company.\n\n \n\nThe Board of Directors does not have a separate\nNominating Committee. Nominees for the election to the Board are selected and nominated by the independent directors (there currently\nare six directors, five of whom are independent). The Board of Directors has not established any specific minimum qualifications for director\ncandidates or any specific qualities or skills that a candidate must possess in order to be considered qualified to be nominated as a\ndirector. Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought\nas a complement to the existing board composition. In making its nominations, the independent members of the Board of Directors generally\nwill consider, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge\nabout issues affecting our company, time available for meetings and consultation regarding company matters and other particular skills\nand experience possessed by the individual.\n\n** **\n\n47\n\n \n\n** **\n\n**Option and Restricted Stock Plans**\n\n* *\n\n*2010 Stock Option and Restricted Stock Plan.*\nOn June 26, 2010, the Company adopted the 2010 Stock Option and Restricted Stock Plan (the “2010 Option Plan”) that covered\n600,000 shares of the Common Shares. The Option Plan provided for the grant of options to purchase Common Shares to employees, officers,\ndirectors and consultants of the Company and for the grant of shares of restricted stock. The 2010 Option Plan expired on June 26, 2020.\nOn the date that the 2010 Option Plan expired, awards for all 600,000 shares available for grant under the 2010 Stock Option Plan had\nbeen granted, and no additional shares were available for grant under the 2010 Option Plan.\n\n* *\n\n*2020 Stock Option and Restricted Stock Plan.*\nBecause the 2010 Option Plan was about to expire, on June 20, 2020, the Company adopted the 2020 Stock Option and Restricted Stock Plan\n(the “2020 Option Plan”). Under the 2020 Option Plan, the Company is authorized to grant options, and to issue restricted\nshares, for a total of 1,000,000 shares. To date, no options have been granted under the 2020 Option Plan and 500,000 shares of restricted\nstock have been awarded under the 2020 Option Plan. The 2020 Option Plan became effective upon the approval of the plan by the shareholders\nat the Company’s October 8, 2020 annual meeting of shareholders.\n\n** **\n\n**Employees**\n\n \n\nAs of June 30, 2026, the Company had a total of\n99 persons who were working on a full-time basis for the Company. All of the Company’s employees are employed by the Company’s\nvarious subsidiaries. Of the foregoing workers and employees, 32 were engaged in the administration of the Company (including marketing,\npurchasing, personal, bookkeeping, import/export, material control, shipping, security), engineering, design and development, tool and\nfixture production, and the balance, 67 employees, were engaged in manufacturing, quality assurance, warehousing and other supporting\nfunctions.\n\n \n\nKayser Myanmar, the Myanmar-based company in which\nthe Company currently owns an 84% stake, employed a total of approximately 10 employees as of June 30, 2026.\n\n \n\nRegent-Feinbau, the Germany-based company in which\nthe Company currently owns an 51% stake, employed a total of approximately 21 employees as of June 30, 2026.\n\n \n\nThe number of workers employed by the Company fluctuates\nlargely due to the availability of workers and the time of year, and the Company occasionally experiences temporary shortages of workers.\nFrom time to time, the availability of workers has been adversely affected because of the high demand for such workers in Shenzhen due\nto transportation difficulties in bringing workers to Shenzhen, and due to seasonal demands on labor such as harvesting when the mainly\nrural-based laborers are required to return to their village. In addition, most workers are unavailable during the traditional Chinese\nholidays, including the Chinese New Year’s holiday. Due to these factors, the Company experiences high turnover of employees annually.\n\n \n\nSince January 1, 2008, Chinese workers are allowed\nto join an official trade union. However, to the Company’s knowledge, none of the Company’s employees have joined labor unions\nor become a party to a collective bargaining agreement. Employers in China are required to conclude an “open-ended employment contract”\nwith any employee who either has worked for the employer for 10 years or more or has had two consecutive fixed-term contracts. An “open-ended\nemployment contract” is in effect a lifetime, permanent contract, which is terminable only in specified circumstances, such as a\nmaterial breach of the employer’s rules and regulations, or for a serious dereliction of duty. Under the new law, reducing the Company’s\nworkforce by 20% or more may occur only under specified circumstances. All of these new labor provisions have significantly increased\nthe Company’s cost of labor and have restricted certain of the Company’s operating procedures.\n\n \n\nThe Company believes that its relations with its\nadministrative employees in Hong Kong and with its managers and technicians in China are good.\n\n \n\nMyanmar has adopted comprehensive labor laws that\nnow allow employees to unionize. However, none of the employees currently employed at the Myanmar facility belong to a union. Similar\nto China, many of the workers at the Company’s Myanmar facility are seasonal workers who frequently change jobs. As a result, Kayser\nMyanmar typically only has a short-term relationship with these employees.\n\n** **\n\n**Share Ownership**\n\n \n\nThe share ownership of the Company’s officers\nand directors is listed under Item 7 of this annual report.\n\n** **\n\n48"}