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Recon Technology, Ltd — Annual Report 2023
Dec 7, 2023
34458_10-k_2023-12-07_168230e2-2f81-4686-a8c0-3ac152ef5467.zip
Annual Report
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(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, 2023
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, No. 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, No. 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 |
|---|---|
| Class A 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: 40,528,218 Class A 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
This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends the annual report on Form 20-F of Recon Technology, Ltd (the “Company”) for the fiscal year ended June 30, 2023, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on October 12, 2023 (the “Original Form 20-F”). This Amendment is being filed to amend Item 17 of Part III in the Form 20-F to include a revised Report of Independent Registered Public Accounting Firm by Enrome LLP. Item 19 of the Form 20-F is amended by the filing of a new exhibit regarding the auditor’s consent letter in this Amendment.
Other than as set forth herein, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Form 20-F, or reflect any events that have occurred after the filing of the Original Form 20-F.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.
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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 |
| 1.1.3 | Third Amended and Restated Articles of Association of the Registrant | By Reference | 6-K | 2021-04-06 |
| 1.1.4 | Third Amended and Restated Memorandum of Association of the Registrant | By Reference | 6-K | 2021-04-06 |
| 2.1 | Specimen Share Certificate | By Reference | 6-K | 2020-01-17 |
| 2.2 | Form of Amended and Restated Warrant | By Reference | 6-K | 2020-06-30 |
| 2.3 | Form of Convertible Note | By reference | 6-K | 2020-11-25 |
| 2.4 | Form of Pre-Funded Warrant | By Reference | 6-K | 2021-06-16 |
| 2.5 | Form of Warrant | By reference | 6-K | 2021-06-16 |
| 2.6 | Specimen Share Certificate | By Reference | 6-K | 2021-04-12 |
| 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 |
| 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 |
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| 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 |
| 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 |
| 4.37 | Securities Purchase Agreement dated November 25, 2020 | By reference | 6-K | 2020-11-27 |
| 4.38 | Translation of Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. dated February 4, 2021 | By reference | 6-K | 2021-02-08 |
| 4.39 | Share Acquisition Agreement, dated June 3, 2021 | By reference | 6-K | 2021-06-04 |
| 4.40 | Placement Agency Agreement, dated June 14, 2021, between the Company and Maxim Group LLC | By reference | 6-K | 2021-06-16 |
| 4.41 | Form of Securities Purchase Agreement dated June 14, 2021, between the Company and the Purchasers | By reference | 6-K | 2021-06-16 |
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| 4.4 | Form of Securities Purchase Agreement dated March 15, 2023, between the Company and the Purchasers | By reference | 6-K | 2023-03-20 |
|---|---|---|---|---|
| 4.43 | 2021 Equity Incentive Plan | By Reference | 6-K | 2021-04-06 |
| 8.1 | List of subsidiaries of the Company | Herewith | ||
| 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) | By Reference | 20-F | 2023-10-30 |
| 12.2 | Certification of Chief Financial Officer Required by Rule 13a-14(a) | By Reference | 20-F | 2023-10-30 |
| 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 | By Reference | 20-F | 2023-10-30 |
| 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 | By Reference | 20-F | 2023-10-30 |
| 15.1 | Consent of Friedman LLP | By Reference | 20-F | 2023-10-30 |
| 15.2 | Consent of Enrome LLP | Herewith | ||
| 16.1 | Letter of Marcum Asia CPAs LLP to the U.S. Securities and Exchange Commission dated August 25, 2023 | By reference | 6-K | 2023-08-25 |
| 99.1 | RECON ISSUES SHAREHOLDER UPDATE | By Reference | 6-K | 2022-07-21 |
| 99.3 | Recon Technology reports financial results for FY2021 | By Reference | 6-K | 2021-04-05 |
| 99.3 | Recon Technology, Ltd Reports Financial Results for the First Six Months of Fiscal Year 2022 | By Reference | 6-K | 2022-03-31 |
| 99.4 | Recon Technology, Ltd Reports Financial Year Results for Fiscal Year 2023 | By Reference | 20-F | 2023-10-30 |
| 101.INS | Inline XBRL Instance Document. | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Recon Technology, Ltd. | |
|---|---|
| By: | /s/ Yin Shenping |
| Name: Yin Shenping | |
| Title: Chief Executive Officer |
Date: December 7, 2023
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RECON TECHNOLOGY, LTD
| PAGE | |
|---|---|
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907 ) | F- 1 |
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Recon Technology, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Recon Technology, Ltd. and its subsidiaries (the “Company”) as of June 30, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended June 30, 2023 including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Enrome LLP
We have served as the Company’s auditor since 2023.
Singapore
October 27, 2023
| Enrome LLP | [email protected] |
|---|---|
| GB Building, Singapore 069542 | www.enrome-group.com |
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