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Letter from Dr. Alan Phan:  
January 4th, 1999

Dear Shareholders:  

Please accept my best wishes for a Great New
Year. May God continue to bless you throughout this
century. 2000 will be a Hartcourt year and the fastest-growing industry in this new decade will be the Asian Internet business. We are in the right place at the right time with the right management team doing exactly the right thing. HRCT was the
best-performing stock of 1999 and we will repeat this marvelous achievement this year as well.  

I have received many Emails in regard to the
daily price fluctuation. My friends - I am not a trader and I am simply not enough of an expert in trading mechanics to give you advice. All I am concerned with is how to carry out the company mission by selecting strategic acquisitions, negotiating good prices, funding the transactions
and searching for the best management team. Most likely, the ultimate payoff will not begin to be reflected in the share price until 6 to 12 months down the road. I am pleased though, to see our 5.264% increase in stock price this last year.
And I believe that present planning and execution will bring us similar results by year end. But we cannot and will not manage the daily stock price.  

I am traveling to China again tomorrow. My
objective there is to work with Ernst & Young to complete the Information Memorandum for Sinobull and with the investment banker to prepare for the
underwriting agreement. I will also be working with the management teams of our Chinese subsidiaries to select the CEO and the Board of Directors for Besides the American strategic partner, there are three other major investment banks that would like to participate

in the IPO. Therefore, we must put all of these pieces into place by February 7th so that the IPO underwriting agreement can be signed by February 29th. In addition, I will try to complete two other acquisitions to complement our
Innostar project and will work on the application for a listing on the Hong Kong Stock Exchange (GEM). I will return to California on the 12th of January - in time to prepare for our party on the 15th.  

On the home front, we are busy with numerous
projects here as well. We have given our attorney all of the necessary documents to file for a NASDAQ NMS listing. We hope to have two new Directors on board as soon as January 15th. We may be signing a preliminary agreement to acquire
two major Internet companies (IP Phone and Linux software) here in the US by month's end. Also, the SB-2 registration required for the Million equity funding from Swartz has been completed. I have received many emails asking me about the deal with Perfect Data. We have had some negotiations with PERF regarding a tender
offer from Hartcourt. However, we have not come to any agreement. The most difficult task for us as been locating a world-class Internet guru to be our CEO. We have interviewed and negotiated with seven candidates, yet the position is still
unfilled. We will keep trying harder.  

Meanwhile, thus far, we have kept a very low
profile in PR, pending the Sinobull completion.
But next month, we are planning an all-out
advertising campaign with the media. It will be exciting to finally announce to the world what is, so far, the best-kept secret in the China Internet market.  

Overall, the Hartcourt train keeps on rolling on the right track. It is only a matter of time before we arrive. The weather is good and we do not
expect any delays. I am proud to be your conductor.
Have a good day and a great year.

I look forward to seeing all of you in Long
Beach on the 15th!  


Dr. Alan V. Phan  
Chairman & CEO  

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