Dear Shareholder:
You are invited to attend the Annual Meeting of the Shareholders of The Hartcourt Companies, Inc. (the “Company”), which will be held on S un day , April 05 , 200 9 , at 10:00 a.m. at our office Room 503, Jinqiao Building, No.2077, West Yan’an Road, Shanghai, China for the following purposes:
1.
To elect five directors; and
2.
To resolve to reverse-split the issued and outstanding common shares of the Company; and
3.
To transact such other business as may properly come before the meeting.
The foregoing business items are more fully described in the attached Proxy Statement. Shareholders of record at the close of business on March 16, 2009 are entitled to notice of, and to vote at, this meeting and any adjournment thereof. It is important that your shares be represented and voted at the meeting whether or not you plan to attend. Therefore, if you will not be attending the meeting in person, we request you submit your proxy as promptly as possible. You may be eligible to vote your shares in a number of ways. You may mark your votes, date, sign and return the Proxy in the envelope enclosed for that purpose. Any shareholder attending the meeting may vote in person, even if he, she or it has already returned a Proxy.
By order of the Board of Directors,
/s/ Wilson Li
Wilson Li
Chairman
Shanghai, China
March 16, 2009
