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
liujia@recon.cn; 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 ¨   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

 

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).

 

 

 

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

 

 

 

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
                 
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)   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

 

 

 

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

 

 

 Exhibit 12.1

 

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

 

I, Shenping Yin, certify that:

 

(1)       I have reviewed this Form 20-F of Recon Technology, Ltd;

 

(2)      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)      The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

(5)      The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: April 5, 2021 /s/ Shenping Yin
    Shenping Yin
    Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 12.2

 

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Jia Liu, certify that:

 

(1)   I have reviewed this Form 20-F of Recon Technology, Ltd;

 

(2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

(5)   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: April 5, 2021 /s/ Jia Liu
    Jia Liu
    Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 13.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Form 20-F report of Recon Technology, Ltd for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof and pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Shenping Yin, certify that:

 

(1)       This report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)       The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd.

 

Date: April 5, 2021 /s/ Shenping Yin
  Shenping Yin
  Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 13.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Form 20-F report of Recon Technology, Ltd for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof and pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Jia Liu, certify that:

 

(1)       This report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)       The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Recon Technology, Ltd.

 

Date: April 5, 2021 /s/ Jia Liu
  Jia Liu
  Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 15.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statements on Form F-3 (File Nos. 333-239910 and 333-234660) and Form S-8 (File No. 333-228918) of our report dated October 9, 2020 relating to the consolidated balance sheets of Recon Technology, Ltd and subsidiaries as of June 30, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2020, which is included in this annual report on Form 20-F. We also consent to the reference to our firm under the heading “Experts” in such Registration Statements.

 

/s/ Friedman LLP
 
 
New York, New York
April 5, 2021