REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, (this "RR AGREEMENT") is effective as of March 17,
2003 (the "AGREEMENT DATE"), and is entered into by and between Minghua Group International Holdings
Limited, a New York corporation (the "COMPANY"), and Kingsrich Development Limited, a BVI corporation
WHEREAS, simultaneously with the execution and delivery of this RR Agreement, the parties have entered into
that certain Loan Agreement dated as of the date hereof (the "AGREEMENT"), pursuant to which the Purchaser
purchased a promissory note in the principal amount of THREE MILLION ONE HUNDRED AND TWENTY
EIGHT THOUSAND AND TWO HUNDRED AND TWENTY FIVE DOLLARS ($3,128,225), convertible
into shares of Common Stock of the Company's Common Stock at the conversion rate of $0.13 per share.
WHEREAS, the execution and delivery of this RR Agreement and its granting to the Purchaser the registration
rights set forth herein with respect to the Common Stock underlying the convertible promissory note is a
component part of the transaction contemplated under the Agreement.
NOW, THEREFORE, for good and valuable consideration, and the mutual promises and covenants herein
contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser,
intending to be legally bound, agree as follows::
Section 1. Registrable Securities. As used herein the term "REGISTRABLE SECURITY" means all the shares of
Common Stock of Common Stock that have been issued to, or may be issued to, the Purchaser pursuant to the
Agreement and have not previously been sold by the Purchaser. In the event of any merger, reorganization,
consolidation, recapitalization of the Company or other change in corporate structure affecting the Common
Stock, such adjustment shall be deemed to be made in the definition of Registrable Security as is appropriate in
order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.
Section 2. R