Hartcourt Companies (fka HRCT)

[EZ2]

disagree ~~~ "vested" as identified in footnotes would imply OPTION grants ----- and, all officers "shares held" must be divulged!

Name & Address
of Beneficial Owner(1) Amount and
Nature of
Beneficial
Ownership(2) Percent of
Class

Billy Wang, Director 10,193,440(3) 5.0%
Geoffrey Wei, Director 1,965,307(4) 1.0%
Victor Zhou, Chief Executive Officer 4,093,997(5) 2.0%
Wilson Li, Director 1,820,602(6) *
Yungeng Hu, Chief Financial Officer 6,225,000(7) 3.0%
All Directors and Executive Officers as a Group (5 persons) 24,298,346(8) 11.8%

* Indicates ownership of less than 1%.

(1) Unless otherwise indicated, the address for each beneficial owner listed above is c/o The Hartcourt Companies, Inc., Room 706, Silver Tower, No. 933, Zhongshanxi Road, Shanghai 200051, China.

(2) Unless indicated in the notes, each shareholder has sole voting and dispositive power for all shares shown, subject to community property laws where applicable.

(3) Shares beneficially owned by Billy Wang include (a) 193,440 shares of common stock held by Dr. Wang and (b) options to purchase 10,000,000 shares of our common stock, all of which are vested and currently exercisable.

(4) Shares beneficially owned by Geoffrey Wei include (a) 865,307 shares of common stock held by Mr. Wei and (b) an option to purchase 1,100,000 shares of our common stock, all of which are vested and currently exercisable.

(5) Shares beneficially owned by Victor Zhou include (a) 243,997 shares of common stock held by Mr. Zhou and (b) options to purchase 3,850,000 shares of our common stock, all of which are vested and currently exercisable.

(6) Shares beneficially owned by Wilson Li include (a) 720,602 shares of common stock held by Mr. Li and (b) options to purchase 1,100,000 shares of our common stock, all of which are vested and currently exercisable.

(7) Shares beneficially owned by Yungeng Hu include (a) 600,000 shares of common stock held by Mr. Hu and (b) options to purchase 5,625,000 shares of our common stock, all of which are vested and currently exercisable.

(8) Shares beneficially owned by all Executive Officers and Directors as a group include the shares held by each and options granted as in above (3), (4), (5), (6), and (7).