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Dated the thirty day of June 2003
HARTCOURT CAPITAL, INC.
AGREEMENT FOR SALE AND PURCHASE OF
CERTAIN INTEREST IN THE REGISTRED CAPITAL OF
(SHANGHAI HUAQING CORPORATION DEVELOPMENT CO LTD)
10th Floor, Hutchison House 10 Harcourt Road Central, Hong Kong
Tel: (852) 2511 5100 Fax: (852) 2511 9515 Website: www.prestongates.com
Our ref: 47831-00002/KAL/VTSO
THIS AGREEMENT is dated the thirty of June, 2003.
(1) 310110571117425 46 106
(2) 310110561205382 436
and are hereinafter collectively referred to as the "Vendors" and each individually referred to as the "Vendor");
(3) HARTCOURT CAPITAL, INC., a company incorporated in the British Virgin Islands with its registered
office situate at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
and its principal office situate at Suite 1310, China VentureTech Plaza, 819 Nan Jing Xi Road, Shanghai China
(A) (Shanghai HuaQing Corporation Development Co Ltd) (the "Company") is a domestic joint venture
company with limited liability incorporated in the PRC and has as at the date hereof a registered capital of
RMB20,000,000. Brief particulars of the Company are set out in Schedule
(B) As at the date of this Agreement, the Vendors are respectively the beneficial owners of certain interests in the
registered capital of the Company as set out in column 2 of Schedule 2.
(C) As at the date of this Agreement, the Purchaser is a wholly owned subsidiary of Hartcourt Companies, Inc.
(the "Holding Company"), the shares of which are currently listed on the Over-the-Counter Bulletin Board
("OTCBB") of the United States (OTCBB Symbol: HRCT).
(D) The Vendors have agreed to sell and the Purchaser has agreed to purchase