Hartcourt Announces Informal Shareholder Discussion Sessions on New Business Opportunity Friday June 30, 6:30 am ET
SHANGHAI, CHINA--(MARKET WIRE)--Jun 30, 2006 -- The Hartcourt Companies, Inc. (OTC BB:HRCT.OB - News) (Frankfurt:900009.F - News) today announced that Dr. Yungeng Hu, President and CFO, and Dr. Billy Wang, Chairman of Board of Directors, will hold shareholder discussion sessions in New York City on July 29th and in San Francisco on August 2nd. The session will include presentation on new business opportunity and Q&A. Locations and times are the following:
ADVERTISEMENT 10-12 am, July 29, 2006, Grand Hyatt New York, Park Avenue at Grand Central Terminal, New York, New York, USA 10017;
6-8 pm, August 2, 2006, Grand Hyatt San Francisco, 345 Stockton Street, San Francisco, California, USA 94108.
After reviewing Hartcourt's current business condition, its competitive edge, and opportunities in China, the new management team has submitted to the Board of Directors a two-year business plan. Going forward, the Company plans to focus on post-secondary education market in China to take advantage of the on-going demand of skilled workers and growing post-secondary age population. According to the Ministry of Education (MOE), 29 million students will reach college age in the next 5 years, a 40% increase and a US$36 billion market. While MOE-controlled universities and colleges still maintain dominant market share, the field is now open for private and foreign investment capital. In addition, MOE has set a timeline to privatize all vocational schools and educational institutions that offer degrees lower than Bachelor by 2010.
Hartcourt will adopt an aggressive strategy to develop its educational operation assets by acquiring existing schools, especially those ones which were built around, or used the faculty capacity of, the MOE universities and colleges. These schools, usually vocational and technical oriented, generate good profit margins and excellent cash flows. Their graduates are trained for technical or skilled job positions, and are in need for the operation lines of fast growing China manufacturing sector. Dr. Yungeng Hu, the new President and CFO will take the lead to execute the new business model.
Dr. Hu comments, "We believe China's post-secondary market is one of the largest and fastest growing segments of China's economy. The business is attractive thanks to strong enrollment growth, repetitive tuition revenue nature and consolidation trend. Hartcourt is well positioned to take advantage of this opportunity and the strategy will deliver strong return to our shareholders."
"M&A skills, debt re-structuring and cash-flow based financing instruments are among the key prerequisites of the success of this business model," said Dr. Hu, a well-known turning-around expert in China. In the past, Dr. Hu represented private equity firms that successfully managed acquisition, restructuring and operation of several high profile companies in China, including Hyatt Hotel Hangzhou which was reported and quoted widely in websites. As the Managing Director, CLSA Ltd., the Investment Banking arm of Credit Agrico Asia Pacific, in its Shanghai office, Dr Hu was in charge of M&A, equity capital markets and China operations.
In order to communicate with shareholders, clarify the new business opportunity and potential prospects that it will generate, the management team decided to have above mentioned informal shareholder discussion sessions. "Hartcourt's new management team commit to be open and transparent with shareholders, and build sustainable returns to its shareholders," said Dr. Billy Wang, the Chairman of the Board of Directors.
The presentation and Q&A will be posted on Hartcourt Website after the discussion sessions.
Hartcourt's achievements and operations can be found on its web site: www.hartcourt.com
Hartcourt Announces Signing of Memorandum of Understanding to Acquire 51% Equity Interest in Hunan Vocational College of Foreign Language The Hartcourt Companies, Inc. (OTCBB: HRCT) (FRANKFURT: 900009) today announced that it ("the Company") has entered into a non-binding Memorandum of Understanding ("MOU") with Hunan Vocational College of Foreign Languages in Hunan Province, China ("HVCFL") to acquire a 51% equity interest in HVCFL. The transaction is expected to be completed by the end of February next year and is subject to completion of due diligence by the Company and execution of the definitive agreement.
The proposed consideration to be paid by the Company for the acquisition is US$6.5 million cash. HVCFL has agreed to guarantee its net revenue at not less than RMB 65 million (US$ 8.24 million) and profit after tax of not of less than RMB 20 million (US$2.5 million) each year for the five years following closing (2007-2011).
Founded in 1993, HVCFL provides post-high school education and vocational training services to the students in the region of Changsha, the capital city of Hunan Province, China. HVCFL has over 5,000 students and is expected to have approximately 7,000 students in 2007 and 10,000 in 2008. The average tuition fees and boarding cost per student of HVCFL is RMB12,000. There are over 200 members of the faculty at the College.
HVCFL is the sole foreign language school in Hunan province offering academic programs of business English, applied Japanese, applied French and other languages, international economics and trade, marketing and sales, hotel management and logistics management.
Mr. Huang Xu, President of HVCFL, commented, "HVCFL is a foreign language college with over 10 years of history. We are recognized in the region of middle China for curriculum design and development and would like to expand our market to other areas. We are glad that we have the opportunity to work with Hartcourt and to have access to additional sources of capital, program extension as well as management expertise to achieve this goal."
Dr. Yungeng Hu, President and CFO of the Company, commented, "Hunan\'s location in middle China fits in well with China\'s implementation of middle-west development strategy, where capital, technologies and talents are needed. With foreign investment increasing in the area, more people with foreign language skills are needed. We believe the needs will continue to grow in the coming years and the acquisition of HVCFL will enhance our earnings once we have completed the acquisition."
Mr. Victor Zhou, CEO of the Company, stated, "The signing of the MOU with HVCFL demonstrates our ongoing strategy to acquire operating education assets throughout China. The academic programs of HVCFL and other schools in consideration are complementary to this strategy. We believe both parties will benefit greatly from joining forces and the combined company will have significant opportunity to grow with greater synergy and lead to success."
More information about HVCFL can be found in its web sites: www.hnflc.com
: Jetzt kommen wieder alte Hartcourt Zeiten 60% heute schon
Hartcourt Announces Signing Definitive Agreement to Acquire 51% Equity Interest in Taishun Yucai Senior School in Zhejiang, China Thursday December 28, 7:00 pm ET
SHANGHAI, CHINA--(MARKET WIRE)--Dec 28, 2006 -- The Hartcourt Companies, Inc. (OTC BB:HRCT.OB - News) (Frankfurt:900009.F - News) today announced that it ("the Company") has signed a definitive agreement to acquire 51% equity interest in Taishun Yucai Senior School in Zhejiang Province, China ("Yucai"). The current shareholders of Yucai led by Mr. Shunsheng Dong will hold the remaining 49% equity interest. ANZEIGE
The transaction is expected to be completed in February 2007 subject to certain preconditions being satisfied, including the receipt of all necessary governmental approvals.
The total consideration to be paid by the Company for the acquisition is US$2 million cash and 5.5 million shares of the Company\'s restricted common stock. The cash consideration is payable in three installments within one year time after acquisition completion, and the shares consideration will be paid upon acquisition completion. Mr. Dong and his fellows together with Yucai have guaranteed that the Company will receive minimum RMB4.3 million cash (US$554 thousand) in terms of profit and management fee each year for the three years following closing (2007-2009), while the Company guaranteed the average 3-day closing price of its shares prior to the one-year anniversary of the issuing date of consideration shares paid to Mr. Shunsheng Dong and his fellows not less than US$0.50 per share.
The acquisition marks the milestone of the Company in implementing its strategy to enter into and focus on the vocational education/training market in China.
Founded in 1998, Yucai provides high school education and vocational training services to students in the region of Taishun County, Wenzhou, Zhejiang, China. Yucai has over 1800 students and over 150 members of the faculty at the school. Yucai recorded net profit of RMB2 million (US$261 thousand) on net revenue of RMB14 million (US$1.9 mil) for year ended December 31, 2005 and projected net profit of RMB5.5 million (US$701 thousand) on net revenue of RMB16 million (US$2 mil) for year ended December 31, 2006 based on the independent due diligence results.
Yucai is switching from its past sole focus on high school education to a dual focus on high school and vocational training business. The school will offer programs of mechanical engineering, digital controlling, model design and manufacturing, CAD, etc., to address the demand for skilled workers in the technology sector in the Wenzhou area (Taishun is part of Wenzhou City). Wenzhou is one of the largest manufacturing bases in China, especially in light industrial products.
After the acquisition, Yucai will become a platform for the Company to further acquire Taishun Vocational & Technical School, the state-owned vocational education centre in Taishun County. The negotiation is currently underway.
Mr. Shunsheng Dong, founder and President of Yucai, commented, "We are delighted to finally reach the agreement with Hartcourt. Wenzhou is a city well known for encouraging and fostering strongly growing companies and that means that Yucai is in the right market. Under the leadership of Hartcourt, we believe we can make it more prosperous and eventually realize its long-term goals which in turn will benefit the whole society in terms of economic and social development in the region. We are excited about the opportunity of being part of Hartcourt."
Dr. Yungeng Hu, President and CFO of the Company, who is leading the development of Hartcourt\'s new business ventures, commented, "Our mission is to create and develop the talent of workers, which is necessary for China\'s Future growth. Signing definitive agreement with Yucai and having it as our first Portfolio company in education sector is crucial for Hartcourt at current transitional and expansion stage. We look forward to the prospect of uniting our two companies\' strengths. We believe that the acquisition will enhance earnings commencing upon completion of the acquisition."
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): January 4, 2007
THE HARTCOURT COMPANIES INC. (Exact name of registrant as specified in its charter.)
Utah (State of Other Jurisdiction of Incorporation)
001-12671 (Commission File Number)
87-0400541 (I.R.S. Employee Identification No.)
Room 306, Yong Teng Plaza, No. 1065, Wu Zhong Road, Shanghai, China 201103 (Address of principal executive offices)
Registrant?s telephone number, including area code: (86) 21 51521577
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERAIL DEFINITIVE AGREEMENT
On December 28, 2006, The Hartcourt Companies, Inc. (the ?Company?) entered into a definitive agreement to purchase 51% of the equity interests in Taishun Yucai Senior School (?Yucai?), a high school education and vocational training service provider in Wenzhou, Zhejiang, the People?s Republic of China. The remaining 49% of the equity interests in Yucai will be held by its current shareholders led by Mr. Shunsheng Dong. Under the terms of the purchase agreement, the purchase price that the Company agreed to pay for the acquisition is US$2,000,000 cash and 5,500,000 shares of the Company?s restricted common stock. Pursuant to the purchase agreement, the US$2,000,000 cash will be payable in three installments within one year time after closing of the acquisition and the 5,500,000 shares will be payable upon closing of the acquisition. Mr. Dong and his fellows together with Yucai have jointly guaranteed that the Company will receive minimum RMB4,325,000 cash (US$554,487) in terms of profit and management fee each year for the three years following closing (2007-2009), while the Company has guaranteed that the average 3-day closing price of its shares on the days immediately prior to the one year anniversary of the closing date will be not less than US$0.50 per share.
Item 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1. Press release dated December 28, 2006 announcing entering into definitive agreement.
Note: The information contained in Exhibit 99.1 shall not be deemed to be ?filed? for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.