[Exhibit 10.3 - Stock Purchase Agreement, dated January 19, 2004,
                          among the Company, Minghua Group International Holding
                                  (Hong Kong) Limited, and Li Jinmou relating to
                                      the acquisition of Asia Key Group Limited]

                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT, dated as of January 19, 2003 (this "Agreement"),
between LI JINMOU (the "Seller"),  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED,
a corporation  organized  under the laws of the State of New York (the "Parent")
and MINGHUA  GROUP  INTERNATIONAL  HOLDING  (HONG KONG)  LIMITED,  a corporation
organized under the laws of the Hong Kong Special  Administrative  Region of the
People' Republic of China (the "Purchaser").

                                   BACKGROUND

      The Purchaser is a  wholly-owned  subsidiary of the Parent.  The Seller is
the owner of 100% of the  outstanding  equity (the  "Equity")  of ASIA KEY GROUP
LIMITED,  a  corporation  organized  under  the  laws of the Hong  Kong  Special
Administrative  Region of the People's  Republic of China (the  "Company").  The
Company  is the  owner of 15% of the  outstanding  equity  of  Shenzhen  Minghua
Environmental  Protection Vehicle Co., Ltd. ("SZ Minghua") and the remaining 85%
is  indirectly  held by the Parent.  The  Parent's  main  business is to develop
technology  relating to hybrid  vehicles and  eventually  to  manufacture  these
vehicles  for sale.  The Parent  engages in this  business  through its indirect
subsidiary SZ Minghua.  The Parent,  through the Purchaser,  desires to purchase
the Equity from the Seller and thereby  become the indirect owner of 100% of the
outstanding  equity of SZ Minghua,  and the Seller desires to sell the Equity to
the Purchaser, on the terms and conditions set forth below.

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
promises set forth herein, the Purchaser and the Seller hereby agree as follows:

      1. Sale of Equity; Purchase Price. (a) Subject to the terms and conditions
set forth herein,  the Purchaser  hereby agrees (and the Parent hereby agrees to
cause the  Purchaser)  to purchase  the Equity  from the Seller,  and the Seller
agrees to sell the  Equity to the  Purchaser,  for the  following  consideration
(collectively, the "Purchase Price"): .

            (i) At the Closing (as defined below) the Purchaser shall pay to the
      Seller RMB 8,200,000 (approximately US$ 990,709.08); and

            (ii) The Parent, as a capital contribution to the Purchaser,  shall,
      within ninety (90) days following the Closing or as soon  thereafter as is
      practicable,  issue to the Seller 28,210,000 shares of the Parent's common
      stock.

      (b) The parties  agree upon a valuation of SZ Minghua of RMB  273,000,000,
(approximately,  US$32,983,363.34),  which was  calculated  based  upon  paid-up
capital,  accumulated  funds and the value of the  production  project and stock
value.   The  parties   further  agree  that  RMB   40,980,000   (approximately,
US$4,951,121) constitutes the value of the Equity constituting 15% of the entire
outstanding SZ Minghua equity. The parties further agree that in calculating the
value  of the  Parent  shares  that  are  being  issued  to  Seller  in  partial
consideration of the acquisition of the Equity, a price of $0.14 per share shall
be used.

2. Closing.

      (a) The  closing  (the  "Closing")  shall  take  place  on the date of the
execution of this Agreement at such time or place as the parties may agree upon.

      (b)  At  the  Closing,  the  Seller  shall  deliver  to  the  Purchaser  a
certificate or  certificates  representing  the Equity or such other evidence of
the  transfer  of the Equity into the name of the  Purchaser  as may be suitable
under  applicable law and such other documents as may be necessary to effect the
transfer  of the Equity to the  Purchaser  free and clear of all liens,  claims,
charges,  security  interests,  and encumbrances of any kind whatsoever  against
delivery by the Purchaser of the cash portion of the Purchase Price.

<PAGE>

      3.  Representations  and Warranties of Seller.  The Seller  represents and
warrants that:

            (a) The Seller owns the Equity, of record and beneficially, free and
      clear of all liens, claims, charges,  security interests, and encumbrances
      of any kind  whatsoever.  The Seller has sole  control  over the Equity or
      sole discretionary authority over any account in which the Equity is held.
      The Equity  constitutes  all of the issued and  outstanding  equity of the
      Company  and  neither  the  Company  nor  the  Seller  is  subject  to any
      agreement,  constituent  instrument,  document,  other instrument or other
      arrangement  pursuant to which any third party has the right to acquire or
      otherwise purchase or take over all or any part of the Equity. The Company
      is the record and beneficial  owner of a 15% interest in SZ Minghua,  free
      and  clear  of  all  liens,  claims,  charges,   security  interests,  and
      encumbrances  of any kind whatsoever and the Company is not subject to any
      agreement,  constituent  instrument,  document,  other instrument or other
      arrangement  pursuant to which any third party has the right to acquire or
      otherwise purchase or take over all or any part of such 15% interest in SZ
      Minghua.  By virtue of the acquisition of the Equity pursuant hereto,  the
      Purchaser  will be able to control  and  otherwise  direct the affairs and
      business  of the  Company  and have  complete  authority  over the Equity,
      including  complete voting and  dispositive  power over the equity held by
      the Company in SZ Minghua.

            (b) The Seller has not, since acquiring the Equity,  ever granted to
      any person an option or right to purchase or otherwise acquire the Equity,
      by contract of sale or  otherwise,  nor had any "short  position in" as to
      the Equity.  The Seller has never  effected  nor  attempted  to effect any
      distribution or public offering of the Equity.

            (c) The Seller  has full  right,  power and  authority  to  execute,
      deliver  and  perform  this  Agreement  and to carry out the  transactions
      contemplated hereby. This Agreement has been duly and validly executed and
      delivered by the Seller and constitutes a valid, binding obligation of the
      Seller,  enforceable  against  the  Seller  in  accordance  with its terms
      (except as such enforceability may be limited by laws affecting creditor's
      rights generally).

            (d) The Seller has in connection with the transactions  contemplated
      hereby and all aspects thereof,  dealt directly with the Purchaser and has
      no arrangement or  understanding  with or obligation to any broker (except
      with respect to ministerial functions, if any) or other intermediary.

            (e)  Except  as  set  forth  on  Schedule  A,  the  Company  has  no
      liabilities  whatsoever  (whether  known or unknown,  whether  asserted or
      unasserted,  whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due). The
      Company has complied in all respects with all applicable  laws  (including
      rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
      rulings, and charges thereunder) of all governmental  authorities,  and no
      action,  suit,  proceeding,  hearing,  investigation,  charge,  complaint,
      claim,  demand, or notice has been filed or commenced against the Company.
      The Company does not have any equity interests in any entity other than SZ
      Minghua.  The Company does not have any  employees  and the Company is not
      subject to any employment related liabilities.

            (f) The representations  and warranties  contained in this Section 3
      do not contain any untrue  statement  of a material  fact or omit to state
      any  material  fact   necessary  in  order  to  make  the  statements  and
      information contained in this Section 3 not misleading.

      4.  Representations  and  Warranties  of  the  Purchaser.   The  Purchaser
represents  and warrants that the Purchaser has full right,  power and authority
to execute, deliver and perform this Agreement and to carry out the transactions
contemplated  hereby.  This Agreement has been duly and validly  executed by the
Purchaser,  constitutes a valid obligation of the Purchaser,  is legally binding
on the Purchaser  and is  enforceable  against it in  accordance  with its terms
(except  as such  enforceability  may be limited  by laws  affecting  creditors'
rights generally).

      5. Survival;  Indemnification.  (a) The Seller and the Purchaser  covenant
that their respective  representations and warranties  contained herein shall be
true in all respects as of the Closing  date of the sale of the Equity  pursuant
to this Agreement.  All representations and warranties and other agreements made
by the Seller and the  Purchaser  in this  Agreement  or pursuant  hereto  shall
survive the Closing.


                                       2
<PAGE>

      (b) The Seller  shall  indemnify  the  Purchaser  and the Parent and their
respective  successors and assigns,  and their respective  directors,  officers,
employees,   agents,  stockholders  and  counsel  (collectively,   the  "Minghua
Indemnitees"),  pay on demand and  protect,  defend,  save and hold each Minghua
Indemnitee  harmless from and against any and all liabilities  (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated,  and whether due or to
become due), damages,  losses,  settlements,  claims, actions, suits, penalties,
fines, costs or expenses (including,  without limitation,  reasonable attorneys'
and accountants' fees) (any of the foregoing, a "Claim") incurred by or asserted
by a third  party  against  any Minghua  Indemnitee  of whatever  kind or nature
arising  from or occurring as a result of (a) any  liability  (whether  known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated,  and whether due or to
become due) of the Company existing as of or prior to the Closing or any fact or
circumstance  relating to the Company  existing on or prior to the Closing,  and
(b) a breach of this  Agreement by the Seller or a breach of any  representation
or warranty made by the Seller in this  Agreement.  The Purchaser shall promptly
notify the Seller of any Claim,  upon  becoming  aware  thereof,  and permit the
Seller  at the  Seller's  sole  cost to  defend  such  Claim or suit  and  shall
cooperate in the defense thereof.  Neither  Purchaser nor any Seller shall enter
into, or permit,  any  settlement  of any such suit without the express  written
consent of the other party.  The Purchaser may, at its option and expense,  have
its own counsel participate in any proceeding that is under the direction of any
Seller and will cooperate with the Seller and its insurers in the disposition of
any such matter.

      6.  Additional  Action.  Each party shall,  upon the request of the other,
from  time to time,  execute  and  deliver  promptly  to such  other  party  all
instruments and documents of further assurances or otherwise and will do any and
all  such  acts and  things  as may be  reasonably  required  to  carry  out the
obligations  of  such  party  hereunder  and  to  consummate  the   transactions
contemplated hereby.

      7.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  parties  hereto and their  respective  successors  and
assigns.

      8. Governing Law. This Agreement  shall in all respects be governed by the
laws of the  State  of New York  without  giving  effect  to the  principles  of
conflicts of law thereof. Any dispute with respect to the interpretation of this
Agreement  or the  rights and  obligations  of the  parties  may be brought in a
proceeding in the United States District Court for the Southern  District of New
York,  or if such court does not have subject  matter  jurisdiction  then in the
Supreme Court of the State of New York,  County of New York. Each of the parties
accepts and consents for itself and its property,  generally and unconditionally
to the exclusive  jurisdiction  of such courts and waives the right to object to
the jurisdiction or venue of either of such courts and waives the right to claim
that such  courts are  inconvenient  forums.  Each of the  parties  specifically
states that this  Agreement  and any disputes as to their  meaning or the rights
and obligations of the parties shall not be subject to arbitration.

      9. Entire  Agreement.  This Agreement  constitutes the entire  arrangement
between the parties with respect to the Equity and cannot be changed,  modified,
discharged  or terminated  except by a writing  signed by the party against whom
enforcement of any change, modification, discharge or termination is sought.

      10.  Waiver.  No waiver  shall be deemed to be made by any party of any of
its rights  hereunder unless the same shall be in writing,  and each waiver,  if
any, shall be a waiver only with respect to the specific  instance  involved and
shall in no way impair the rights of the waiving party or the obligations of the
other party in any other respect at any other time.

      11.  Assignment.  The  Purchaser  may at any time  assign  his  rights and
obligations  under this  Agreement  to persons or entities  affiliated  with the
Purchaser.  The Seller shall be required to honor any such assignment only after
receiving notice thereof from the Purchaser.

      12.  Notices.  Any  notice,  demand  or  other  communication  to be given
hereunder  by either  party to the other shall be in writing and shall be mailed
by certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given to the  address  of such  party set forth on the
signature  page  hereto  (or to such  other  address  as the  party  shall  have
furnished in accordance  with the  provisions of this Section 12). Any notice or
other communication given by certified mail shall be deemed given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.


                                       3
<PAGE>

      13. Captions. The captions used in this Agreement are for convenience only
and shall not be deemed as, or construed as, a part of this Agreement.

      14. Counterparts;  Facsimile Execution.  This Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, and all of
which shall  constitute  one and the same  instrument.  Facsimile  execution and
delivery of this Agreement is legal, valid and binding for all purposes.

      15. Waiver of Jury Trial.  Each party hereby waives, to the fullest extent
permitted  by law,  any right it may have to a trial by jury in  respect  to any
proceeding  directly or indirectly  arising out of, under or in connection  with
this Agreement.

      16.  Severability.  If any term or other  provision  of this  Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect.  Upon such determination that any term or other
provision is invalid,  illegal or incapable of being enforced, the parties shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible to the fullest extent  permitted by
applicable  law  in an  acceptable  manner  to the  end  that  the  transactions
contemplated hereby are fulfilled to the extent possible.

                            [signature page follows]


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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                        SELLER:

                                        LI JINMOU

                                        /s/ Li Jinmou
                                        ----------------------------------------

                                        Address:
                                                --------------------------------

                                        ----------------------------------------

                                        ----------------------------------------

                                        PURCHASER:

                                        MINGHUA GROUP INTERNATIONAL
                                        HOLDINGS (HONG KONG) LIMITED

                                        By: /s/ Chuquan Li
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                        Address:
                                                --------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                        PARENT:

                                        MINGHUA GROUP INTERNATIONAL
                                        HOLDINGS LIMITED

                                        By: /s/ Chuquan Li
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                        Address:
                                                --------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


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<PAGE>

                                                                       Exhibit A

                           Liabilities of the Company

NONE


                                       6