Form 20-F/A - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]: [Amend]

 

 

 

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: [phone]

[e-mail]; Fax: [phone]

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 ¨		Accelerated filer ¨		Non-accelerated filer x
				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

 

 

 

 

 

 

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.

 

 

 

 

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

 

 

 

 

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

 

 

 

 

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)

 

 

 

 

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

 

 

 

 

RECON TECHNOLOGY, LTD

 

	PAGE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)	F-1

 

 

 

 

 

 

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	143 Cecil Street #19-03/04	[e-mail]
	GB Building, Singapore 069542	www.enrome-group.com

 

F-1

 

 

Exhibit 15.2

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the reference to our report dated October 27, 2023, with respect to our audit of the consolidated financial statements of Recon Technology, Ltd. and its subsidiaries as of and for the year ended June 30, 2023 which appears in the Annual Report on Form 20-F filed with the Securities and Exchange Commission.

 

Very truly yours,

 

/s/ ENROME LLP

ENROME LLP

December 07, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enrome LLP

143 Cecil Street #19-03/04 GB Building, Singapore 069542

[e-mail] www.enrome-group.com

 

 

 

Cover	12 Months Ended
	Jun. 30, 2023 shares
Entity Addresses [Line Items]
Document Type	20-F/A
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Entity File Number	001-34409
Entity Registrant Name	RECON TECHNOLOGY, LTD
Entity Central Index Key	0001442620
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Room 601, No. 1 Shui’an South Street
Entity Address, Address Line Two	Chaoyang District
Entity Address, City or Town	Beijing
Entity Address, Country	CN
Entity Address, Postal Zip Code	100012
Title of 12(b) Security	Class A Ordinary Shares, $0.0925 par value per share
Trading Symbol	RCON
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	40,528,218
Auditor Firm ID	6907
Auditor Location	Singapore
Auditor Name	Enrome LLP
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Room 601, No. 1 Shui’an South Street
Entity Address, Address Line Two	Chaoyang District
Entity Address, City or Town	Beijing
Entity Address, Country	CN
Entity Address, Postal Zip Code	100012
City Area Code	+86
Local Phone Number	(10) 8494 5799
Contact Personnel Name	Liu Jia
Contact Personnel Email Address	[e-mail]

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