U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2021
Commission File Number: 001-34409
RECON TECHNOLOGY, LTD
Room 1902, Building C, King Long International Mansion
No. 9 Fulin Road
Beijing, 100107
People's Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note:
On February 8, 2021, the Registrant issued a press release announcing that two of its subsidiaries entered into the fourth supplemental agreement to the investment agreement with Future Gas Station (Beijing) Technology, Ltd (“FGS”) and FGS’ founding shareholders on February 4, 2021 to acquire 8% equity ownership of FGS. The transaction has been closed. As a result, the Registrant owns 51% equity interest of FGS.
A copy of the fourth supplemental agreement and the press release are attached hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the fourth supplemental agreement and the press release are subject to, and qualified in their entirety by, such documents.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RECON TECHNOLOGY, LTD | |
| /s/ Shenping Yin | |
| Shenping Yin | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Dated: February 8, 2021
Exhibits.
Exhibit 10.1
Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd.
This Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. (the “Supplementary Agreement”) is made and entered into in Beijing, the People’s Republic of China (“China”, only for the purpose of this Supplemental Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administration and Taiwan) on February 4, 2021 by and among:
| 1. | Future Gas Station (Beijing) Technology Co., Ltd. (the “Company”), a limited liability company incorporated in Beijing, China under the laws of China, its unified social credit code: 91110108MA0033XK5Y, its legal representative: SONG Yang, domicile: Room 1315, Unit 2, 13/F, Building 36, Deshengmenwai Street, Xicheng District, Beijing. |
| 2. | SONG Yang, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 3. | LIU Rui, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 4. | PENG Zhizhuo, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 5. | YAO Xing, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 6. | YANG Gang, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 7. | SONG Lin, ID Card No.: XXXXXXXXXXXXXXXXXX |
| 8. | Beijing Bright Petroleum Technology Co., Ltd. (“BHD”), a limited liability incorporated in Beijing, China under the laws of China. |
| 9. | NanJing Recon Technology Co., Ltd. (“NanJing Recon”), a limited liability company incorporated in Nanjing, China under the laws of China. |
Among which:
SONG Yang, LIU Rui, PENG Zhizhuo and YAO Xing shall be hereinafter collectively referred to as “Founding Shareholders”, and BHD and NanJing Recon collectively as “Investors”; SONG Yang, LIU Rui, PENG Zhizhuo, YAO Xing, YANG Gang and SONG Lin shall be hereinafter individually as an “Existing Individual Shareholder” or collectively as the “Existing Individual Shareholders”, and Investors and Existing Individual Shareholders individually as a “Shareholder” or “Party” or collectively as the “Shareholders” or “Parties”.
Whereas:
The Parties executed the following agreements (collectively referred to as “Original Investment Agreement”):
1) Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. (“Investment Agreement”) dated August 21, 2018;
2) Supplemental Agreement of Investment Agreement relating to Future Gas Station (Beijing) Technology Co., Ltd. (“Supplemental Agreement No. 1”) dated August 21, 2018;
3) Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. (“Supplemental Agreement No. 2”) dated September 24, 2019; and
1
4) Supplemental Agreement to the Investment Agreement with respect to Future Gas Station (Beijing) Technology Co., Ltd. (“Supplemental Agreement No. 3”) dated March 17, 2020.
Through friendly negotiation, the Parties reach this Supplemental Agreement as follows.
| 1. | Based on the performance goals set up in the Original Investment Agreement and actual performance, all of the Existing Individual Shareholders agree to transfer 8% shares jointly and proportionally to BHD and/or Nanjing Recon at the lowest price allowed by law (“Share Transfer”). After this Share Transfer, the Investors will jointly hold 51% interest of the Company. |
| 2. | The Investors shall pay the Company RMB2,000,000 to for it to pay the Company’s employees’ wages and other payables, once the recording documents related to the Share are filed to Chinese market supervision and administration department. The Investors shall pay the remaining RMB4,000,000 to the Company according to its business development plan after the Share Transfer has been recorded. |
| 3. | The board of directors of the Company consists of five members, of which the founding shareholders shall appoint three of the members and the Investors shall appoint two of the members. The Investors promise not to reorganize the Company’s board of directors in the coming three years. |
| 4. | Staff of the Company’s accounting department (accountants and cashiers) shall be appointed by the Investors. |
| 5. | All parties agree that the performance goals of the Original Investment Agreement are completed by two thirds as of December 31, 2019; and the remaining one third are not completed by the date of the Agreement. |
（1）As the Existing Individual Shareholders promised to transfer 8% of their shares to BHD and Nanjing Recon, all parties agree and confirm that from the date of this agreement, the locking period of the restricted shares of Recon Technology, Ltd. (“Recon”) received by Existing Individual Shareholders under the Original Investment Agreement shall expire automatically.
（2）Holding periods for restricted shares under Rule 144 of US securities laws are as follow:
Two thirds: from January 1, 2020; and
One third: from the date on which share recording files of Chinese industrial and commercial bureau showing the 8% interest have been transferred to BHD and Nanjing Recon.
| 6. | All parties agree that the board of the Investors will nominate Song Yang as a director candidate of Recon Technology, Ltd to the shareholder meeting after the annual report of June 30, 2021 is filed, and will try its best, but cannot promise, to facilitate the shareholder meeting to vote Song Yang as a director. |
| 7. | This Supplemental Agreement shall be a supplement to the Original Investment Agreement executed by and among the Parties. In the event of a conflict between the provisions of the previous agreements and this Supplemental Agreement, this Supplemental Agreement shall prevail. |
| 8. | This Supplemental Agreement shall be signed in nine (9) originals, and each of the Company, Existing Individual Shareholders and Investors shall keep one (1). |
| 9. | This Supplemental Agreement shall become effective from the date when the Parties and their respective legal representatives affix signatures and/or official seals of the Company and Investors hereto. |
(Intentionally Left Blank)
2
(This page is intentionally left blank for the purpose of signing the Investment Agreement Relating to Future Gas Station (Beijing) Technology Co., Ltd.)
Company:
Future Gas Station (Beijing) Technology Co., Ltd. (seal)
| Signatory: | /s/ Yang Song | |
| Name: Yang Song | ||
| Title: Legal representative | ||
(This page is intentionally left blank for the purpose of signing the Investment Agreement Relating to Future Gas Station (Beijing) Technology Co., Ltd.)
Existing Natural Person Shareholders:
| Yang Song | ||
| Signature: | /s/ Yang Song | |
| Rui Liu | ||
| Signature: | /s/ Rui Liu | |
| Zhizhuo Peng | ||
| Signature: | /s/ Zhizhuo Peng | |
| Xing Yao | ||
| Signature: | /s/ Xing Yao | |
| Gang Yang | ||
| Signature: | /s/ Gang Yang | |
| Lin Song (seal) | ||
| Signature: | /s/ Lin Song | |
(This page is intentionally left blank for the purpose of signing the Investment Agreement Relating to Future Gas Station (Beijing) Technology Co., Ltd.)
Investors:
Beijing Baihengda Petroleum Technology Co., Ltd. (seal)
| Signatory: | ||
| Name: Guangqiang Chen | ||
| Title: Legal representative | ||
| Nanjing Recon Technology Co., Ltd. (seal) | ||
| Signatory: | ||
| Name: Shenping Yin | ||
| Title: Legal representative | ||
Exhibit 99.1
Recon Announces Owning 51% of FGS
BEIJING, Feb. 8, 2021 /PRNewswire/ -- Recon Technology, Ltd. (NASDAQ: RCON), ("Recon" or the "Company"), today announced that two of its subsidiaries entered into the fourth supplemental agreement to the investment agreement with Future Gas Station (Beijing) Technology, Ltd ("FGS") and FGS' founding shareholders on February 4, 2021 to acquire 8% equity ownership of FGS. The transaction has been closed. As a result, the Company owns 51% interest of FGS and will immediately begin to consolidate the financial results of FGS from January 2021, which will be reflected in the Company's year-end financial results.
FGS is a service company focusing on providing new technical applications and data operations to gas stations. On December 15, 2017, the Company entered into a subscription agreement with FGS, pursuant to which the Company acquired an 8% equity interest in FGS. On August 21, 2018, the Company entered into an investment agreement and a supplemental agreement (collectively, the "Investment Agreement") with FGS and the other shareholders of FGS. Pursuant to the Investment Agreement, the Company's ownership interest in FGS increased from 8% to 43%, in exchange for the Company's RMB 10 million investment in FGS and the issuance of 487,060 restricted shares of Recon (reflecting the effect of one-for-five reverse stock split) to the other shareholders of FGS. The restricted shares were subject to lock-up terms associated with certain performance goals. Pursuant to the second and the third supplemental agreements signed in 2019 and 2020, the parties extended the lock-up terms and the deadlines to meet the associated performance goals. Through the fourth supplemental agreement, the Company waived the requirement on FGS' performances goal about the number of gas stations. Accordingly, the Company agreed to pay for the balance of the investment and cancelled the related lock-up terms on the restricted shares, in exchange of additional 8% equity ownership of FGS.
As of January 31, 2021, the accumulated gross merchandise volume through FGS' mobile application, and mini programs on WeChat (a Chinese multi-purpose messaging, social media and mobile payment application) and Alipay (a third-party mobile and online payment platform) was above RMB4.34 billion (approximately $674 million), there were over 5.1 million registered users of FGS system, and the registered users of making more than one order accounted for about 45% of the registered users who ever ordered through FGS system. From the Company's initial investment in FGS in December 2017 to January 31, 2021, the average per order amount that the FGS users paid was about RMB217.00 (approximately $33.6).
Management Commentary
Recon CEO and founder, Mr. Yin Shenping, said, "We hope that together with FGS' founders we will be able to help FGS enter into a phase of rapid growth. We have known them for years. We really appreciate their recognition of Recon's operation philosophy and belief in technology. We believe there are tremendous opportunities and social value to help the companies in traditional industries to fulfil their digital transformation through introduction of new technology and algorithms. Through this acquisition, our management is demonstrating to our shareholders that we are endeavored to enhance our operation and competitiveness by devoting resource to technology."
"It's great to be part of Recon," said Mr. Song Yang, a founder and the CEO of FGS, "It's always been our mission to digitalize the traditional gas stations with integration of technologies. We're proud that FGS is now one of the players in China's smart gas station industry. We started our business from Zhejiang Province to serve about 460 gas stations, and now our scope is expanding to Beijing, Yunnan province and Henan province. We have also been cooperating with WeChat and Alipay. We're aiming to provide better experience and cost-effective consumption choices for car owners. And most of all, as a partner of The China National Petroleum Corporation ("CNPC"), with our integrated technical solutions including the internet of things system and operation services, we have enhanced CNPC's electronic payment system which connects smart phones of consumers and refueling machines. Our services have provided CNPC a foundation for it to launch its E-card system. We have also helped gas stations improve their overall efficiency because the end users can prepay for the refueling before arriving the gas stations. All of these efforts help us deepen our understanding of this business and enhance our competitive advantage. Recon has been a strong support of FGS and has been giving us necessary resources to go this far. We would like to demonstrate just how useful our service is of China's gas station and refuel industry."
About Future Gas Station (Beijing) Technology, Ltd.
Established in January 2016, FGS is a leading service company focusing on providing new technical applications and data operations to gas stations of oil companies such as PetroChina Co., Ltd. With its DT Refuel mobile application and related mini programs embedded into WeChat and Alipay, FGS provides solutions to gas stations to improve their operations and their customers' experience. FGS aims to facilitate the digital transformation of gas stations through integration of internet technique and algorithms, and to help transform gas stations into comprehensive service providers.
About Recon Technology, Ltd.
Recon Technology, Ltd. (NASDAQ: RCON) is China's first listed non-state owned oil and gas field service company on NASDAQ. Recon supplies China's largest oil exploration companies, Sinopec (NYSE: SNP) and CNPC, with advanced automated technologies, efficient gathering and transportation equipment and reservoir stimulation measure for increasing petroleum extraction levels, reducing impurities and lowering production costs. Through the years, RCON has taken leading positions on several segmented markets of the oil and gas filed service industry. RCON also has developed stable long-term cooperation relationship with its major clients, and its products and service are also well accepted by clients. For additional information please visit: www.recon.cn.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed transaction; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and RCON's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty about the spread of the COVID-19 virus and the impact it will have on RCON's operations, the demand for the RCON's products and services, global supply chains and economic activity in general. These and other risks and uncertainties are detailed in the other public filings with the Securities and Exchange Commission (the "SEC") by RCON.
Additional information concerning these and other factors that may impact our expectations and projections will be found in our periodic filings with the SEC, including our Annual Report on Form 20-F for the fiscal year ended June 30, 2020. RCON's SEC filings are available publicly on the SEC's website at www.sec.gov. RCON disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Phone: +86 (10) 8494-5799
Email: info@recon.cn