Hartcourt Companies (fka HRCT)

[Irons3]

Proxy Card
THE HARTCOURT COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 19, 2008 AT 10:00 A.M. China Standard time.
At our office Room 706, Silver Tower, No.933, Zhongshanxi Road, Shanghai, China

The undersigned hereby appoints Dr. Billy Wang, Victor Zhou , and each of them, as proxies for the undersigned, each with full power of substitution, to represent the undersigned and to vote all shares of common stock of The Hartcourt Companies, Inc. (the “Company”) that the undersigned is entitled to vote in the manner indicated on the reverse side hereof, and with discretionary authority as to any matters that may properly come before the Company’s Annual Meeting of Shareholders to be held on April 19, 2008, and at any and all adjournments thereof, as set forth under the heading “Transaction of Other Business” in the accompanying proxy statement.
IF YOU PLAN TO ATTEND THE MEETING AND YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR OTHER NOMINEE, PLEASE BRING A STATEMENT OR LETTER FROM THE BROKER OR NOMINEE CONFIRMING YOUR OWNERSHIP OF SHARES. PLEASE MARK YOUR VOTE LIKE THIS. [X]
1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
ELECTION OF FOUR DIRECTORS.

01-BILLY WANG 02-VICTOR ZHOU 03-WILSON LI 04- STEPHEN TANG

FOR ALL  WITHHOLD ALL 

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME OF THE NOMINEE(S) ON THE LINE ABOVE

2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
TO SELL 51% EQUITY INTEREST IN SHANGHAI HUAQING.

 FOR  AGAINST  ABSTAIN
3. TRANSACT ANY OTHER BUSINESS THAT IS PROPERLY PRESENTED AT THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
0 ALLOW 0 WITHHOLD AUTHORITY TO VOTE ON ANY MATTER BROUGHT BEFORE THE MEETING
I PLAN TO ATTEND HARTCOURT’S 2007 ANNUAL MEETING OF SHAREHOLDERS. Y0 N0
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS DIRECTED THEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL AND IN THE DISCRETION OF THE PROXIES NAMED HEREIN .
Dated: ________________________, 2008
____________________________
Signature
____________________________
Signature (Joint Owner)
NOTE: Please sign exactly as your name(s) appear(s) on your stock certificate. If shares of stock stand of record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign the proxy. If shares of stock are held of record by a corporation, the proxy should be executed by the president or vice president and the secretary or assistant secretary. Executors, administrators or other fiduciaries who execute the above proxy for a shareholder should give their full title. Please date the proxy.