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Recon Technology, Ltd — Annual Report 2020
Apr 5, 2021
34458_10-k_2021-04-05_d87c12b6-f2aa-499c-aa52-ef10397e9fa4.zip
Annual Report
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20-F/A 1 tm2112098d1_20fa.htm FORM 20-F/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 20-F/A
(Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2020
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report __________________
For the transition period from to
Commission file number 001-34409
| RECON TECHNOLOGY, LTD |
|---|
| (Exact name of Registrant as specified in its charter) |
| Cayman Islands |
| (Jurisdiction of incorporation or organization) |
| Room 601, 1 Shui’an South Street |
| Chaoyang District, Beijing, 100012 |
| People’s Republic of China |
| (Address of principal executive offices) |
| Liu Jia, Chief Financial Officer |
| Telephone: +86 (10) 8494 5799 |
| [email protected]; Fax: +86 (10) 8494 5792 |
| Room 601, 1 Shui’an South Street |
| Chaoyang District, Beijing, 100012 |
| People’s Republic of China |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
|---|---|
| Ordinary Shares, $0.0925 par value per share | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 7,202,832 Ordinary Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
|---|
| Emerging growth company ¨ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
¨ Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
¨ Yes ¨ No
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EXPLANATORY NOTE
On October 9, 2020, Recon Technology, Ltd (the “Company”) filed its Annual Report on Form 20-F for the fiscal year ended June 30, 2020 (the “Original Form 20-F”). This Amendment No. 1 (the “Amendment”) amends the Original Form 20-F solely to add the consent of the Company’s independent accounting firm, Friedman LLP (the “Auditor”) with respect to the Registration Statements on Form F-3 (File Nos. 333-239910 and 333-234660) and Form S-8 (File No. 333-228918).
This Amendment with respect to the Company’s Registration Statements on Form F-3 (File Nos. 333-239910 and 333-234660) and Form S-8 (File No. 333-228918) speaks as of the date of effectiveness of such Registration Statements and does not reflect any other events occurring after the filing of the Original Form 20-F. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 20-F. This Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
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ITEM 19. Exhibits
| Exhibit No. | Description of Exhibit | Included | Form | Filing Date |
|---|---|---|---|---|
| 1.1.1 | Second Amended and Restated Articles of Association of the Registrant | By Reference | S-3 | 2016-09-19 |
| 1.1.2 | Second Amended and Restated Memorandum of Association of the Registrant | By Reference | S-3 | 2016-09-19 |
| 2.1 | Specimen Share Certificate | By Reference | 6-K | 2020-1-17 |
| 2.2 | Form of Amended and Restated Warrant | By Reference | 6-K | 2020-06-30 |
| 4.1 | 2009 Stock Incentive Plan | By Reference | S-1/A | 2009-06-10 |
| 4.2 | 2015 Stock Incentive Plan | By Reference | 10-K | 2016-09-28 |
| 4.3 | Translation of Exclusive Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd. and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.4 | Translation of Power of Attorney for rights of Chen Guangqiang in Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.5 | Translation of Power of Attorney for rights of Yin Shenping in Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.6 | Translation of Power of Attorney for rights of Li Hongqi in Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.7 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.8 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.9 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.10 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
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| 4.11 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
|---|---|---|---|---|
| 4.12 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.13 | Translation of Exclusive Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd. and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.14 | Translation of Power of Attorney for rights of Chen Guangqiang in Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.15 | Translation of Power of Attorney for rights of Yin Shenping in Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.16 | Translation of Power of Attorney for rights of Li Hongqi in Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.17 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.18 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.19 | Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co. Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.20 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.21 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.22 | Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd. | By Reference | S-1/A | 2008-08-12 |
| 4.23 | Translation of the Investment Agreement between Recon Technology, Ltd., Future Gas Station (Beijing) Technology, Ltd. and six individuals | By Reference | 6-KA | 2018-08-28 |
| 4.24 | Translation of the Supplemental Agreement between Recon Technology, Ltd., Future Gas Station (Beijing) Technology, Ltd. and six individuals | By Reference | 6-KA | 2018-08-28 |
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| 4.25 | Translation of Exclusive Technical Consulting Service Agreement dated April 1, 2019 between Recon Hengda Technology (Beijing) Co., Ltd. and Beijing BHD Petroleum Technology Co., Ltd. | By Reference | 6-K | 2019-04-24 |
|---|---|---|---|---|
| 4.26 | Translation of Amended and Restated Exclusive Equity Interest Purchase Agreement dated April 1, 2019 among Recon Hengda Technology (Beijing) Co., Ltd., Beijing BHD Petroleum Technology Co., Ltd. and Fan Zhang, Shenping Yin, Donglin Li, Zhiqiang Feng and Guangqiang Chen | By Reference | 6-K | 2019-04-24 |
| 4.27 | Translation of Amended and Restated Equity Interest Pledge Agreement dated April 1, 2019 between Recon Hengda Technology (Beijing) Co., Ltd. and Fan Zhang, Shenping Yin, Donglin Li, Zhiqiang Feng and Guangqiang Chen about Beijing BHD Petroleum Technology Co., Ltd. | By Reference | 6-K | 2019-04-24 |
| 4.28 | Translation of Exclusive Technical Consulting Service Agreement dated April 1, 2019 between Recon Hengda Technology (Beijing) Co., Ltd. and Nanjing Recon Technology Co., Ltd. | By Reference | 6-K | 2019-04-24 |
| 4.29 | Translation of Amended and Restated Exclusive Equity Interest Purchase Agreement dated April 1, 2019 among Recon Hengda Technology (Beijing) Co., Ltd., Nanjing Recon Technology Co., Ltd. and Shenping Yin, Guangqiang Chen and Degui Zhai | By Reference | 6-K | 2019-04-24 |
| 4.30 | Translation of Amended and Restated Equity Interest Pledge Agreement dated April 1, 2019 between Recon Hengda Technology (Beijing) Co., Ltd. and Shenping Yin, Guangqiang Chen and Degui Zhai about Nanjing Recon Technology Co., Ltd. | By Reference | 6-K | 2019-04-24 |
| 4.31 | Translation of Financial Support Commitment Letter from Two Major Shareholders dated August 31, 2019 | By Reference | 20-F | 2019-10-01 |
| 4.32 | Translation of Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. dated September 24, 2019 | By Reference | 20-F | 2019-10-01 |
| 4.33 | Translation of Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. dated March 17, 2020 | By Reference | 6-K | 2020-03-18 |
| 4.34 | Placement Agency Agreement, dated May 7, 2020, between the Company and Maxim Group LLC | By Reference | 6-K | 2020-05-26 |
| 4.35 | Form of Securities Purchase Agreement, dated May 21, 2020, between the Company and the Purchasers | By Reference | 6-K | 2020-05-26 |
| 4.36 | Form of Securities Purchase Agreement, dated June 26, 2020, between the Company and the Purchasers | By Reference | 6-K | 2020-06-30 |
| 8.1 | List of subsidiaries of the Company | Herewith |
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| 11.1 | Code of Ethics of the Company | By Reference | 10-K | 2009-09-28 |
|---|---|---|---|---|
| 12.1 | Certification of Chief Executive Officer Required by Rule 13a-14(a) | Herewith | ||
| 12.2 | Certification of Chief Financial Officer Required by Rule 13a-14(a) | Herewith | ||
| 13.1 | Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | Herewith | ||
| 13.2 | Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | Herewith | ||
| 15.1 | Consent of Friedman LLP with respect to the financial statements included in this annual report | Herewith | ||
| 99.1 | Press release dated October 9, 2020 regarding earnings for the year ended June 30, 2020 | By Reference | 20-F | 2020-10-29 |
| 101.INS | XBRL Instance Document. | By Reference | 20-F | 2020-10-29 |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | By Reference | 20-F | 2020-10-29 |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | By Reference | 20-F | 2020-10-29 |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | By Reference | 20-F | 2020-10-29 |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. | By Reference | 20-F | 2020-10-29 |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | By Reference | 20-F | 2020-10-29 |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Recon Technology, Ltd | |
|---|---|
| By: | /s/ Shenping Yin |
| Name: Shenping Yin | |
| Title: Chief Executive Officer |
Date: April 5, 2021
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