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 April 2019

 

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

 

As previously disclosed, the Registrant’s board of directors approved transferring the Registrant’s variable interest entities (“VIEs”), Nanjing Recon Technology Co., Ltd. and Beijing BHD Petroleum Technology Co., Ltd., and VIE-controlled companies from Jining Recon Technology Ltd. (“Recon JN”) to Recon Hengda Technology (Beijing) Co., Ltd. (“Recon BJ”). On April 24, 2019 the Registrant issued a press release announcing that the Registrant has finished the VIE transfer process on April 1, 2019 and then officially finished the dissolution procedure of Recon JN on April 10, 2019. The Registrant does not expect any negative impact of this process on its operation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibits:

 

10.1   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.
10.2   Translation of Form of Amended and Restated Power of Attorney dated April 1, 2019 of Shenping Yin and Guangqiang Chen for rights in Beijing BHD Petroleum Technology Co., Ltd.
10.3  

Translation of Form of Amended and Restated Power of Attorney dated April 1, 2019 of Fan Zhang, Donglin Li, and Zhiqiang Feng for rights in Beijing BHD Petroleum Technology Co., Ltd.  

10.4   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
10.5   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.
10.6   Translation of Exclusive Technical Consulting Service Agreement dated April 1, 2019 between Recon Hengda Technology (Beijing) Co., Ltd. and Nanjing Recon Technology Co., Ltd.
10.7   Translation of Form of Amended and Restated Power of Attorney dated April 1, 2019 of Shenping Yin and Guangqiang Chen for rights in Nanjing Recon Technology Co., Ltd.
10.8  

Translation of Amended and Restated Power of Attorney dated April 1, 2019 of Degui Zhai for rights in Nanjing Recon Technology Co., Ltd. 

10.9   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
10.10   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.
99.1   Press Release Dated April 24, 2019

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities 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
     
April 24, 2019 By: /s/ Shenping Yin
    Shenping Yin
    Chief Executive Officer
    (Principal Executive Officer) and
    Duly Authorized Officer

 

 

 

Exhibit 10.1

 

AMENDED AND RESTATED EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT

 

THIS AMENDED AND RESTATED EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (this “ Agreement ”) is made and entered into as of [ April 1 ], 2019, by and between the following parties:

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

Party B: Beijing BHD Petroleum Technology Co., Ltd.

Registered Address: Westside of the Government Building of Dongxiaokozhen, Changping District, Beijing, PRC.

 

WHEREAS,

 

1. The Exclusive Technical Consulting Service Agreement by and between Recon Technology (Jining) Co., Ltd. and Party B, dated January 1, 2008, has been duly dissolved.

 

2. Party A, a wholly foreign-owned enterprise duly established and valid existing under the laws of the PRC, possesses professional knowledge, facilities, resources and skills to provide Party B with technical consulting services relevant to the development and operation of Party B’s business. Party B is a limited liability company duly established and valid existing under the PRC laws. Party A agrees to provide to Party B technology consulting and related services, and Party B agrees to accept such services provided by Party A in accordance with this Agreement.

 

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

1. Technical Consulting and Services, Sole and Exclusive Interests

 

1.1 During the term of this Agreement, Party A agrees to provide to Party B the technical consulting and services and other significant resources necessary for the operation of Party B’s business in accordance with this Agreement, including but not limited to:

 

(1) Analysis and evaluation of Party B’s current business, operational model and customer types in an effort to integrate current business management resources;

 

(2) Provision of advanced management skills to offer a framework for the construction of a new management platform;

 

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(3) Provision of technology information and materials related to Party B’s business development and operation. The contents of the technology information and documents may be enhanced or diminished during the performance of this Agreement upon mutual agreement to address each Party’s requirements; and

 

(4) Training of technical and managerial personnel for Party B and provision of required training documents. Party A will send technologists and managerial personnel to Party B to provide related technology and training service as necessary.

 

1.2 Party B hereby agrees to accept such technical consulting and services provided by Party A. Party B further agrees that, during the term of this Agreement, it shall not accept the technical consultation and service provided by any third party other than Party A without the prior written consent of Party A.

 

1.3 Party A shall be the sole and exclusive owner of all right, title and interests and intellectual property rights arising from this Agreement (including but not limited to, copyrights, patent, know-how, commercial secrets and so forth), regardless it is developed by Party A or by Party B based on Party A’s intellectual property right.

 

2. Payments for the technical consultation and service(“Consulting Fees”)

 

2.1 As consideration for the service provided by Party A under this Agreement, Party B shall pay a consulting fee to Party A equal to 90% of Party B’s annual net profit (the “Consulting Fee”).

 

2.2 Except for the Consulting Fees mentioned in the preceding paragraph, Party B agrees to reimburse Party A for all necessary expenses in relation to performing this Agreement, including but not limited to, travelling expenses, service fees, and out-of-pocket expenses, etc.

 

2.3 Except for the Consulting Fees, Party B agrees to reimburse Party A the tax, customs and other expenditures (income tax is not included) paid by Party A in favour of Party B in relation to this Agreement.

 

2.4 Party B shall provide Party A with a report in relation to Consulting Fees (“ Consulting Fees Report ”) in accordance with this Agreement within three (3) business days after each quarter and Party B shall remit the amount in RMB to the bank account designated by Party A within two (2) business days after delivering such Consulting Fees Report. Party B shall subject to a late fee of a 12% annual interest (compound interest) from the date of default if fails to pay Consulting Fees and other payable fees hereunder timely.

 

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2.5 Party B shall maintain a separate bank account for the Consulting Fees under this Agreement. Party A is entitled to appoint its employees or PRC or international accountants to review or audit the account books in relation to the consulting service from time to time. The fees payable to the accountant shall be paid by Party A itself. Party B shall provide to Party A’s employees or accountants any convenience and assistance required and all documents, account books, records, materials and information deemed necessary by such persons The auditing report issued by Party A’s employee shall be final and conclusive unless Party B issues written objection within seven (7) days after receiving such report. The report issued by the accountant shall be final and conclusive. Party A is entitled to serve written payment notice on Party B at any time after receiving the audit report according to the consulting fee confirmed by the audit report. Party B shall pay within seven (7) days after receiving the notice in accordance with Article 2.4.

 

2.6

Any payment that Party B pays to Party A pursuant to this Agreement should be after tax, bank processing fee or any other fees or costs.

 

3. Representations and Warranties

 

3.1 Party A hereby represents and warrants as follows:

 

3.1.1 It has the authority to enter into and perform this Agreement in accordance with its Articles of Association and business scope, and has taken all necessary action to get authorization, consent and approval from third party and/or competent government authorities, and will not conflict with any agreement or laws binding on it.

 

3.1.2 Upon execution, this Agreement shall constitute a legally binding document on Party A and shall be enforceable in accordance herewith.

 

3.2 Party B hereby represents and warrants as follows:

 

3.2.1 Party B is a company duly registered and valid existing under the law of the PRC, and is authorized to enter into this Agreement.

 

3.2.2 Party B has the authority to execute and perform this Agreement in accordance with its Articles of Association and its business scope, and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement, and will not conflict with any agreement or laws binding on it.

 

3.2.3 Upon execution, this Agreement shall constitute a legally binding document on Party B and shall be enforceable in accordance herewith.

 

4 Confidentiality

 

4.1 Party B agrees to make reasonable effort to protect and maintain the confidentiality of Party A’s confidential data and information acknowledged or received in the exclusive technical consulting and service provided by Party A (“ Confidential Information ”). Party B shall not disclose, grant or transfer to any third party of such Confidential Information. Upon termination of this Agreement, Party B shall, upon Party A’s request, return to Party A or destroy of any document, material or software contained any of such Confidential Information, and shall completely delete any of such Confidential Information from any memory device, and shall not use or permit any third party to use such Confidential Information.

 

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4.2 The both Parties agree that the provisions of this Article shall survive notwithstanding the alteration, revocation or termination of this Agreement .

 

5 Indemnities

 

5.1 Party B shall indemnify Party A against any loss, damage, liability or expenses suffered by Party A as a result of or arising from any litigation, claim or compensation request in other forms related to the consulting and service under this Agreement.

 

6 Effectiveness and Term of this Agreement

 

6.1 This Agreement shall be executed and come into effect as of the date first set forth above. The term of this Agreement shall be ten (10) years unless earlier terminated as set forth in this Agreement or other written agreements entered into by the parties hereof.

 

6.2 This Agreement shall be terminated upon written confirmation from both Parties before termination. Otherwise this agreement shall be extended by another ten (10) years.

 

7 Termination of the Agreement

 

7.1 The Agreement shall be extended automatically upon the expiration of this Agreement unless it is terminated in accordance with this Agreement.

 

7.2 During the term of this Agreement, Party B may not terminate this Agreement except in the case of Party A’s gross negligence, fraud, or other illegal action or bankruptcy of Party A. Notwithstanding the above, Party A may terminate this Agreement with issuing a written notice to Party B thirty (30) days in advance.

 

7.3 The rights and obligations of the both Parties under Article 4 and Article 5 of this Agreement shall survive after the termination of this Agreement.

 

8 Dispute Settlement

 

8.1 With regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. In case no settlement can be reached through consultation, each Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to the current effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding on the Parties.

 

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9 Force Majeure

 

9.1 Force Majeure Event (“ Event ”) refers to any event beyond control of the affected party and unavoidable with reasonable caution, which shall include but not limit to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However, any lack of credit, assets or financing shall not be deemed as an event beyond control of a party. The party claiming the Force Majeure and seeking a waiver of its obligations hereunder shall promptly inform the other party the Force Majeure and the procedure to fulfil its obligations hereunder.

 

9.2 If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the preceding paragraph, the affected party shall not subject to any liability hereunder arising from the obligations so delayed or prevented. The affected party shall make reasonable effort to reduce or diminish the effect from such Event, and shall make reasonable efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event.

 

10 Notices

 

10.1 Any notice by each Party regarding rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing including facsimile and telex from time to time. “Writing” includes, inter alia, fax and telefax.

 

11 Assignment

 

11.1 Absent the prior written consent of Party A, Party B may not assign any right or obligation hereunder to any third party.

 

12 Severability

 

12.1 If any of the terms of this Agreement is invalid, illegal or unenforceable due to incompliance with laws, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

 

13 Amendments and Supplement

 

13.1 Any amendment and supplement of this Agreement shall be in writing and duly executed by the parties hereto, such amendment and supplement shall be deemed as a part of this Agreement and shall be in full force and effect as this Agreement.

 

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14 Governing Law and Languages

 

14.1 This Agreement shall be governed by and construed in accordance with the laws of the PRC.

 

14.2 This Agreement is executed both in Chinese and English. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese version.

 

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF , the both Parties have its authorized representative executed this Agreement on the date first above written.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Legal Representative (Signature):

 

Party B: Beijing BHD Petroleum Technology Co., Ltd.

Legal Representative (Signature):

 

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Exhibit 10.2

 

Amended and Restated Power of Attorney

 

I, the undersigned, [name] , ID Card Number: [ ] , hold [ ] % equity interest in Beijing BHD Petroleum Technology Co., Ltd. (“ Petroleum Technology ”). Given that the Power of Attorney executed by me on January 1, 2008 has been duly dissolved, I, a shareholder of Petroleum Technology, hereby irrevocably entrust Recon HengDa Technology (Beijing) Co., Ltd. (“ HengDa Technology ”) to execute the following rights during the term of this Amended and Restated Power of Attorney:

 

I, the undersigned, exclusively authorize HENGDA TECHNOLOGY as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold, including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s) of Petroleum Technology for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred by laws and Articles of Association of Petroleum Technology including but not limited to voting-rights and the rights of assigning, transferring, pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative, Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of Petroleum Technology on my behalf.

 

HENGDA TECHNOLOGY is entitled to execute the Transfer Agreement mentioned in the Amended and Restated Exclusive Equity Interest Purchase Agreement (Wherein I shall be a party) within its authority and duly perform the Amended and Restated Equity Interest Pledge Agreement and the Amended and Restated Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Amended and Restated Power of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Amended and Restated Power of Attorney.

 

Save as otherwise provided hereunder, HENGDA TECHNOLOGY is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral or written instructions of me.

 

All acts associated with my equity interest in Petroleum Technology conducted by HENGDA TECHNOLOGY shall be deemed as the acts of me. All documents executed by HENGDA TECHNOLOGY shall be deemed as executed by me, I shall acknowledge such documents.

 

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HENGDA TECHNOLOGY is entitled to assign all rights under this Amended and Restated Power of Attorney. HENGDA TECHNOLOGY is entitled to entrust any other individual(s) or legal entity(s) to execute the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, HENGDA TECHNOLOGY shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests in any event.

 

This Amended and Restated Power of Attorney shall be irrevocable and continuously valid so long as I am a shareholder of Petroleum Technology and shall come into effect as of the date set forth below.

 

During the term of this Amended and Restated Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with HENGDA TECHNOLOGY in advance.

 

[name]

 

(Signature)

 

Date: [April 1], 2019.

 

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Exhibit 10.3

   

Amended and Restated Power of Attorney

  

I, the undersigned, [name] , ID Card Number: [ ] , hold [ ] % equity interest in Beijing BHD Petroleum Technology Co., Ltd. (“ Petroleum Technology ”). I, a shareholder of Petroleum Technology, hereby irrevocably entrust Recon HengDa Technology (Beijing) Co., Ltd. (“ HengDa Technology ”) to execute the following rights during the term of this Amended and Restated Power of Attorney:

 

I, the undersigned, exclusively authorize HENGDA TECHNOLOGY as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold, including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s) of Petroleum Technology for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred by laws and Articles of Association of Petroleum Technology including but not limited to voting-rights and the rights of assigning, transferring, pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative, Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of Petroleum Technology on my behalf.

 

HENGDA TECHNOLOGY is entitled to execute the Transfer Agreement mentioned in the Amended and Restated Exclusive Equity Interest Purchase Agreement (Wherein I shall be a party) within its authority and duly perform the Amended and Restated Equity Interest Pledge Agreement and the Amended and Restated Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Amended and Restated Power of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Amended and Restated Power of Attorney.

 

Save as otherwise provided hereunder, HENGDA TECHNOLOGY is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral or written instructions of me.

 

All acts associated with my equity interest in Petroleum Technology conducted by HENGDA TECHNOLOGY shall be deemed as the acts of me. All documents executed by HENGDA TECHNOLOGY shall be deemed as executed by me, I shall acknowledge such documents.

 

 

 

 

HENGDA TECHNOLOGY is entitled to assign all rights under this Amended and Restated Power of Attorney. HENGDA TECHNOLOGY is entitled to entrust any other individual(s) or legal entity(s) to execute the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, HENGDA TECHNOLOGY shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests in any event.

 

This Amended and Restated Power of Attorney shall be irrevocable and continuously valid so long as I am a shareholder of Petroleum Technology and shall come into effect as of the date set forth below.

 

During the term of this Amended and Restated Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with HENGDA TECHNOLOGY in advance.

  

 

 

Li Donglin

 

(Signature)

 

Date: [April 1], 2019.

 

 

 

 

Exhibit 10.4

 

AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT

 

THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (this “Aagreement”) is entered into by and between the following parties on [ April 1 ], 2019.

 

Party A:

 

Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

Party B:

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Feng Zhiqiang

ID Card Number: XXXXX

 

Li Donglin

ID Card Number: XXXXX

 

Zhang Fan

ID Card Number: XXXXX

 

Party C:

 

Beijing BHD Petroleum Technology Co., Ltd.

Registered Address: Westside of the Government Building of Dongxiaokozhen, Changping District, Beijing, PRC.

 

WHEREAS,

 

1. Party B, citizens of the PRC, collectively holds 100% equity interest in Party C, which is a limited liability company duly established and valid existing under the laws of the PRC;

 

2. The Exclusive Equity Interest Purchase Agreement by and between Recon Technology (Jining) Co., Ltd., Chen Guangqiang, Yin Shenping and Party C, dated January 1, 2008 and the Exclusive Technical Consulting Service Agreement by and between Recon Technology (Jining) Co., Ltd. and Party C, dated January 1,2008 have been dissolved;

 

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3. Party C and Party A have entered into a series of agreements including the Amended and Restated Exclusive Technical Consulting and Service Agreement.

 

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

1. Transfer of Equity Interest

 

1.1 Granting Right

 

Under the PRC law, Party B hereby irrevocably grants Party A the exclusive right to purchase, or designate one or more persons (the “ Specified Person ”) to purchase, a portion or whole of the Equity Interest of Party C held by Party B at the price set forth in Article 1.3 hereof in accordance with the procedure promulgated by Party A at any time in Party A’s discretion.(the “ Purchase Right ”). Except for Party A and the Specified Person, Party C shall not sell the Equity Interest to any third party. Party C hereby agrees that Party B may grant the Purchase Right to Party A. For the purpose of this Agreement, the “person” stipulated herein refers to individual, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

 

1.2 Procedure

 

The exercise of the Purchase Right by Party A shall subject to the laws and regulations of the PRC. When Party A intends to exercise the Purchase Right, it shall issue a written notice (the “ Purchase Notice ”) to Party B which shall contain the following items: (a) Party A intends to exercise the Purchase Right; (b) the percentage of the Equity Interest to be purchased therewith (the “ Purchased Equity Interest ”); and (c) the effective date or transfer date.

 

1.3 Transfer Fee

 

The Transfer Fee (“ Transfer Fee ”) shall be confirmed by and between Party A and Party B through negotiation according to the appraisal of the Equity Interest approved by the competent authority, and it shall be the lowest price allowable by the PRC laws and regulations. Party B hereby unconditionally and irrevocably agrees that, in the event that Party A exercises its Purchase Right, Party B shall unconditionally refund to Party A the Transfer Fee in full.

 

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1.4 Transfer of the Equity Interest

 

Each time when Party A exercises the Purchase Right:

 

1.4.1 Party B shall procure that Party C convene shareholders’ meeting timely and shall pass the shareholders’ resolutions that Party B could transfer to Party A or the Specified Person the Equity Interest.

 

1.4.2 Party B shall enter into Equity Transfer Agreement with Party A (or the Specified Person, if applicable) in accordance with this Agreement and Purchase Notice.

 

1.4.3 Related parties shall execute all other necessary agreements or documents, and obtain all necessary government approvals and consents, and take all necessary actions to lawfully transfer the title to the Equity Interests to Party A or the Specified Person and procure Party A or the Specified Person to be registered as the holder of the Equity Interest. The Equity Interest should be free from any Security Interest. For the purpose of this Agreement, Security Interest shall include guarantee, mortgage, any third party’s right or interest, any purchase right, pre-emption right, offset right and any other security arrangements. Notwithstanding the foregoing, the Security Interest shall not include any security interest accrued in accordance with this Agreement and the Amended and Restated Equity Interest Pledge Agreement which is entered into by and between Party B and Party A on [ April 1 ], 2019 (“ Amended Equity Interest Pledge Agreement ”). According to the Amended Equity Interest Pledge Agreement, Party B shall pledge all the equity possessed by Party B in Party C to Party A as a guarantee to the performance of the Amended and Restated Exclusive Technical Consulting and Service Agreement which is entered into by and between Party C and Party A on [ April 1 ], 2019 (“ Amended Exclusive Technical Consulting and Service Agreement ”).

 

1.5 Payments for the Equity Interest

 

1.5.1 Party A shall pay the Transfer Fee to Party B in accordance with Article 1.3 hereof.

 

2. Warranties Relating to the Equity Interest

 

2.1 Party C hereby guarantees that:

 

2.1.1 Absent prior written consent of Party A or the Specified Person, Party C will not supplement, amend, or modify any provision of the Articles of Association of the company, and shall not increase or decrease its registered capital, or alter the equity structure in other methods.

 

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2.1.2 Party C shall be legally existing, and prudently and efficiently operates its business and deals with corporate affairs in accordance with commercial standards and practice.

 

2.1.3 Absent prior written consent of Party A or the Specified Person, Party C shall not sell, transfer, mortgage or dispose of any asset, business or beneficial right of Party C, or allow creation of any other Security Interest.

 

2.1.4 Absent prior written consent of Party A or the Specified Person, Party C shall not incur, inherit, guarantee or bear any debt except for (i) the debt is incurred during the routine business instead of loan; and (ii) the debt has been disclosed to Party A and has obtained Party A’s written consent.

 

2.1.5 Party C shall operate its routine business to keep the value of its assets, and shall not result in any material influence on its business operation and the value of its asset by acts or omissions.

 

2.1.6 Absent prior written consent of Party A or the Specified Person, Party C shall not enter into any material agreement except for the purpose of routine business operation. (For the purpose of this provision, an agreement covering an amount in excess of RMB100,000 shall be deemed as a material agreement).

 

2.1.7 Absent prior written consent of Party A or the Specified Person, Party C shall not provide any loan or credit to any third party.

 

2.1.8 Party C shall provide all materials relating to its operation and financial status to Party A upon Party A’s request.

 

2.1.9 Party C shall effect and maintain insurance from the insurance company acceptable to Party A. The amount and types of such insurance shall be the same with the alike companies which operate the similar business and possess the similar assets with Party C in the same distraction.

 

2.1.10 Absent prior written consent of Party A or the Specified Person, Party C shall not merge with, combine with or purchase any entity or make investments to any entity.

 

2.1.11 Party C shall promptly inform Party A of any existing or potential litigation, arbitration, or administrative procedure in relation to Party C’s assets, business and revenue.

 

2.1.12 Party C shall make all necessary efforts to maintain the title to its assets, including but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper defences to all claims.

 

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2.1.13 Absent prior written consent of Party A or the Specified Person, Party C shall not distribute any dividend to any shareholder. Nevertheless, Party C shall immediately distribute all payable dividends to the shareholders upon request of Party A or the Specified Person.

 

2.2 Party B hereby guarantees that:

 

2.2.1 Absent prior written consent of Party A or the Specified Person, Party B shall not sell, transfer, mortgage or dispose of any right or interest relating to the Equity Interest, or allow any creation of other Security Interest on the Equity Interest. However the Security Interest accrued from this Agreement and the Amended Equity Interest Pledge Agreement shall be excluded.

 

2.2.2 Party B shall promptly inform Party A of any existing or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest.

 

2.2.3 Party B shall make all necessary efforts to maintain its title to the equity of Party C, including but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper defences to all claims.

 

2.2.4 Upon the request of Party A, Party B shall immediately transfer its Equity Interest to Party A or the Specified Person unconditionally at any time.

 

2.2.5 Party B shall strictly comply with and duly perform this Agreement and any other agreements entered into by and between Party B, Party C, and Party A collectively or respectively and shall not affect the validity and enforceability of such agreements by acts or omissions.

 

3. Representations and Warranties

 

3.1 Party B and Party C hereby collectively and respectively represent and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter:

 

3.1.1 It has the authority and ability to enter into and duly perform this Agreement and each and every Equity Transfer Agreement executed thereafter by Party B or Party C collectively or respectively. Such Agreements shall be legally and effectively binding on the parties thereof and shall be enforceable in accordance with the provisions thereof.

 

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3.1.2 The execution, delivery and performance of this Agreement or any Equity Transfer Agreement thereafter shall not: (i) violate any PRC laws; (ii) conflict with its Articles of Association or other organizational documents; (iii) breach any contract or document of which Party B and/or Party C is a party or which binds Party B and/or Party C; (iv) violate any acquired permit, approval or any valid qualification thereof; or (v) result in the ceasing or revocation or additional conditions to the acquired permit or approval.

 

3.1.3 Party B retains full and transferable title to its assets and facilities and absent any security interest other than the security interest accrued in this Agreement and the pledge set by the Amended Equity Interests Pledge Agreement.

 

3.1.4 Party B or any person designated by Party B shall unconditionally transfer any funds obtained from Party C in full to Party A (including but not limited to dividends, bonus, other rights, earnings and so forth distributed by Party C.)

 

3.1.5 Prior to Party A’s lawful exercise of Purchase Right, Party B shall not request Party C to distribute any dividend, bonus and other right and earning and so forth absent Party A’s permit.

 

3.1.6 Party C has no outstanding debt except for (i) the legal debt, which is incurred during its routine business operation instead of loan; (ii) the debt has been disclosed to Party A and has obtained Party A’s written permit.

 

3.1.7 Party C shall comply with all applicable laws and regulations relating to equity transfer.

 

3.1.8 There is no existing, pending or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest, assets of Party C and other matters of Party C.

 

3.2 Party A hereby represents and warrants to Party B and Party C on the execution date of this Agreement and each transfer day thereafter:

 

(i) Party A shall be obligated to provide continual financial support to Party C in the event that Party C requires to obtain funds support for business operation,;

 

(ii) In the event that Party C fails to repay the funds provided by Party A due to Party C’s operation losses, Party A hereby agrees to forego the right to seek repayment.

 

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4. Effective Date

 

This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be twenty-five (25) years, and it may be extended by another twenty-five (25) years if Party A so requires.

 

5. Governing Law and Dispute Resolution

 

5.1 Governing Law

 

This Agreement shall be governed by and construed in accordance with PRC laws.

 

5.2 Dispute Resolution

 

With regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. If it can not be settled within thirty (30) days from the date any party issuing written notice requesting settlement of dispute through negotiation, each party has the right to submit it to China International Economic and Trade Arbitration Committee for arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.

 

6. Tax and Expenditures

 

Each party shall bear its own tax, costs and expenditures relating to preparing for and executing this Agreement and Equity Transfer Contract and relating to completing the contemplated deal.

 

7. Notice

 

Any notice or other communication under this Agreement shall be in Chinese and be sent to the address listed below or other address as may be designated from time to time by personal delivery or mail or facsimile. Any notice required or given hereunder shall be deemed to have been served: (a) the same date if sent by personal delivery; (b) the tenth date from delivery (subject to the stamp) of a prepaid air-mail, or the fourth date from delivering to a professional delivery company acknowledged worldwide if sent by mail; and (c) the receipt date recorded on the transmission confirmation notice if sent by facsimile.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

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Party B:

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Feng Zhiqiang

ID Card Number: XXXXX

 

Li Donglin

ID Card Number: XXXXX

 

Zhang Fan

ID Card Number: XXXXX

 

Party C: Beijing BHD Petroleum Technology Co., Ltd.,

Registered Address: Westside of the Government Building of Dongxiaokozhen, Changping District, Beijing, PRC.

 

8. Confidentiality

 

8.1 The Parties acknowledge and confirm that any oral or written information relating to this Agreement communicated among the Parties shall be deemed as confidential information (“Confidential Information”). The Parties shall keep confidential of such Confidential Information and shall not disclose to any third party unless having obtained prior written consent from the other parties. Nevertheless, Confidential Information shall not include information which (a) was at the date hereof or subsequently becomes public information (otherwise than disclosed by any party received such Confidential Information); (b) is disclosed in accordance with applicable laws or regulations; or (c) the party who disclose any Confidential Information to its attorneys or financial advisors who need to access such information shall ensure that such attorneys or financial advisors comply with this provision and keep confidential of such information. The disclosure by the employee or agent of Each Party shall be deemed as disclosed by the party itself, and the party shall be liable of the breach. The Parties agree that the provisions of this Article shall survive notwithstanding the termination of this Agreement .

 

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9. Further Assurance

 

9.1 The Parties agree that they will, without any hesitation, execute any necessary documents for the performance of this Agreement or any documents which are benefit for the purpose of this Agreement, and will take all necessary actions for the purpose of this Agreement or take actions which are benefit for the purpose of this Agreement.

 

10. Miscellaneous

 

10.1 Amendment and supplementation

 

Any revision, amendment and supplementation of this Agreement shall be in writing and be executed by Each Party.

 

10.2 Compliance with laws and regulations

 

The Parties shall comply with all applicable PRC laws and regulations which have been formally issued and may be publicly acquired.

 

10.3 Entire agreement

 

Unless it is otherwise revised, amended or supplemented after execution of this Agreement, this Agreement constitutes the entire agreement among the parties as to the subject matter, and supersedes any prior oral or written negotiations, statements or agreement among the parties relating thereto.

 

10.4 Headings

 

Headings in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence the meaning of the provisions of this Agreement.

 

10.5 Language

 

This Agreement is made in Chinese and English in three originals. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

 

10.6 Severability

 

If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected, and the Parties hereto agree to, through friendly negotiation, make valid terms to such invalid, illegal or unenforceable terms, and the economic results from such valid terms shall be close to, as much as may be possible, the superseded invalid, illegal or enforceable terms.

 

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10.7 Successor

 

This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.

 

10.8 Continue to be effective

 

10.8.1 Any duties occurred in relation to this Agreement before expiration or early termination of this Agreement shall continue to be effective after expiration or early termination of this Agreement.

 

10.8.2 Articles 5, 7, 8 and 10.8 hereof shall survive notwithstanding the termination of this Agreement.

 

10.9 Waiver

 

Each party may waive the terms and conditions under this Agreement in writing. Such waiver should be duly signed by the other parties. Any waive relating to the breach of the other party in certain circumstance shall not be deemed as that the waiver party has made waiver to the other party for the same breach in other circumstances.

 

[ THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]

 

This page is the signing page of this Amended and Restated Exclusive Equity Interest Purchase Agreement. IN WITNESS WHEREOF , the both Parties have its authorized representative executed this Agreement on the date first above written.

 

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Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Authorized Representative (Signature):

 

Party B: Chen Guangqiang  
(Signature)  
   
Yin Shenping  
(Signature)  
   
Feng Zhiqiang  
(Signature)  
   
Li Donglin  
(Signature)  
   
Zhang Fan  
(Signature)  

 

Party C: Beijing BHD Petroleum Technology Co., Ltd.

Legal Representative (Signature):

 

  11  

 

 

Exhibit 10.5

 

AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT

 

THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT (“ Agreement ”) is entered into by and between the following parties on [April 1 ], 2019.

 

1. Pledgee(“Party A”):

 

Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, PRC.

 

2. Pledgor(“Party B”):

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Feng Zhiqiang

ID Card Number: XXXXX

 

Li Donglin

ID Card Number: XXXXX

 

Zhang Fan

ID Card Number: XXXXX

 

Each of Party A and Party B is referred to as a “ Party ”, and Party A and Party B are referred to collectively as the “ Parties ”.

 

WHEREAS:

 

1. Party B collectively holds 100% equity interest in Beijing BHD Petroleum Technology Co., Ltd. (the “ Company ”), which is a limited liability company duly established and valid existing under the laws of the PRC.

 

2. As a guarantee for the performance of the Exclusive Technical Consulting and Services Agreement entered into by and between the Recon Technology (Jining) Co., Ltd. (“ Recon Technology ”) and the Company, Recon Technology, Chen Guangqiang and Yin Shenping entered into Equity Interest Pledge Agreements on January 1, 2008, pursuant to which Chen Guangqiang and Yin Shenping have pledged to the Recon Technology all of the equity interest held by them in the Company, and such equity interest pledge has been registered with the relevant administration for industry and commerce.

 

1  

 

 

3. The Exclusive Technical Consulting and Services Agreement and Equity Interest Pledge Agreements have been duly dissolved, and, an Amended Service Agreement (defined in Article 1) has been entered into by and between Party A and the Company as of [April 1], 2019, pursuant to which, the Company shall make certain payments to Party A in consideration of the consulting services provided by Party A thereunder. In order to ensure that Party A collects the Consulting Fee from the Company as provided in the Amended Service Agreement, Party B is willing to pledge all of its equity interest in the Company to Party A as security to ensure that Party A collects the Consulting Fee under the Amended Service Agreement.

 

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

Article 1 Definitions

 

Unless otherwise stipulated hereof, for the purpose of this Agreement, the following terms shall have the following meanings:

 

1.1 Pledge refers to the full meaning assigned to that term in Article 2 of this Agreement.

 

1.2 Equity Interest refers to the 100% equity interest in the Company, lawfully held by the Pledgor.

 

1.3 Rate of Pledge refers to the ratio between the value of the pledge under this Agreement and the technical consulting fees under the Amended Service Agreement

 

1.4 Term of Pledge refers to the period provided for under Article 3.2 hereunder.

 

1.5 Amended Service Agreement refers to the Amended and Restated Exclusive Technical Consulting and Service Agreement entered into by and between the Company and Party A on [April 1], 2019.

 

1.6 Default refers to any event enumerated in Article 7 hereof.

 

1.7 Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement.

 

Article 2 Pledge

 

2.1 Party B agrees to pledge all its Equity Interest in the Company to the Pledgee as a guarantee for the technical consulting service fee payable to the Pledgee under the Amended Service Agreement

 

2.2 Pledge right under this Agreement refers to the right owned by the Pledgee who shall be entitled to have priority in receiving payment or proceeds from the auction or sale of the equity interest pledged by the Pledgor to the Pledgee.

 

Article 3 Rate of Pledge and Term of Pledge

 

3.1 The Rate of Pledge:

 

  The Rate of Pledge shall be 100% under this Agreement.

 

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3.2 The Term of Pledge

 

3.2.1 The Pledge of the Equity Interest under this Agreement shall take effect as of the date that the Pledge of the Equity Interest is recorded in the register of shareholders of the Company.

 

3.2.2 During the Term of Pledge, the Pledgee shall be entitled to foreclose the Pledge in accordance with this Agreement in the event that the Company fails to pay exclusive technical consulting and service fees in accordance with the Amended Service Agreement

 

Article 4 Possession of Pledge Documents

 

4.1 During the Term of Pledge, the Pledgee shall be entitled to possess the contribution certificate of the Equity Interest (the “ Contribution Certificate ”) and the register of shareholders of the Company. The Pledgor shall deliver the Contribution Certificate and the register of shareholders hereunder to the Pledgee within one week of the execution of this Agreement.

 

4.2 The Pledgee shall be entitled to collect dividends of the Equity Interest.

 

Article 5 Representations and Warranties of Party B

 

5.1 Party B is the lawful holder of the Equity Interest.

 

5.2 The Pledgee shall not be interfered with by any third party at any time when the Pledgee exercising its rights in accordance with this Agreement.

 

5.3 The Pledgee shall be entitled to exercise or assign the Pledge in accordance with this Agreement.

 

5.4 The Pledgor shall not pledge or encumber the Equity Interest to any third party except for the Pledgee.

 

Article 6 Covenants of the Pledgor

 

6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor shall:

 

6.1.1 Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“ Specified Person ”) as subject to the Amended and Restated Exclusive Equity Interest Purchase Agreement entered into by and among the Party B, Party A and the Company on [April 1], 2019, not transfer or assign the Equity Interest, create or permit to be created any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee.

 

3  

 

 

6.1.2 Comply with and implement laws and regulation with respect to pledge of equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority after receiving the same, or raise objection to such notices, orders or suggestions at the reasonable request or with the consent of the Pledgee.

 

6.1.3 Timely notify the Pledgee of any event or any notice which may affect the Pledgor’s Equity Interest or any part of its right, and any event or notice which may alter or affect any of the Pledgor’s covenants and obligations hereunder.

 

6.2 The Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor, any successors of the Pledgor, any person authorized by the Pledgor or any other third party.

 

6.3 The Pledgor warrants to the Pledgee that in order to protect or perfect the security on the payments of the technical consulting and service fees under the Amended Service Agreement, the Pledgor shall execute in good faith and procure other parties who have interests in the Pledge to execute all title certificates, contracts upon the request of the pledgee, and/or perform and procure other parties who have interests to take action as required by the Pledgee and provide access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the alternations of certificate of the Equity Interest with the Pledgee or the person (individual or legal entity) designated by the Pledgee, and provide all notices, orders and decisions deemed necessary by the Pledgee to the Pledgee within a reasonable time.

 

6.4 The Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee, fail so performing, the Pledgor shall compensate all the losses therefore suffered by the Pledgee.

 

Article 7 Default

 

7.1 The events enumerated below shall be deemed as default:

 

7.1.1 the Company fails to make full payments of the exclusive technical consulting and service fees as scheduled under the Amended Service Agreement

 

7.1.2 The Pledgor makes any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgor is in violation of any warranties under Article 5 herein.

 

7.1.3 The Pledgor violates any covenant under Article 6 herein.

 

7.1.4 The Pledgor violates any term or condition herein.

 

7.1.5 The Pledgor waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest without prior written consent of the Pledgee, except as provided in Article 6.1.1 in this Agreement.

 

4  

 

 

7.1.6 Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s (1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected.

 

7.1.7 The Pledgor is incapable of repaying its general debt or other debt.

 

7.1.8 This Agreement becomes illegal or the Pledgor is incapable to continue to perform obligations herein for the reason of the promulgation of the related laws.

 

7.1.9 Any approval, permit or authorization of the competent authority in associated with the enforcement and validity of this Agreement is withdrawn, suspended, invalidated or materially revised.

 

7.1.10 The property of the Pledgor adversely changes and causes the Pledgee to deem that the capability of the Pledgor to perform the obligations herein is affected.

 

7.1.11 The successors or assignees of the Company are only entitled to perform a portion of or refuse to perform the liability to pay under the Amended Service Agreement

 

7.1.12 Other circumstances whereby the Pledgee is incapable of exercising the right to foreclose on the Pledge in accordance with the related laws.

 

7.2 Party B should immediately notify Party A in writing of the occurrence of any event under Article 7.1 herein or any events that may result in the foregoing events upon his knowledge.

 

7.3 Unless the Default under Article 7.1 herein has been remedied to the Pledgee’s satisfaction, the Pledgee, at any time when the Event of Default occurs or thereafter, may issue a written notice of default to the Pledgor and require the Pledgor immediately make full payments of the outstanding service fees under the Amended Service Agreement and other payables or foreclose on the Pledge in accordance with Article 8 herein.

 

Article 8 Rights of the Pledgee

 

8.1 The Pledgor shall not transfer or assign the Equity Interest without prior written approval from the Pledgee prior to the full repayment of the consulting and service fees under the Amended Service Agreement

 

8.2 The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge.

 

8.3 The Pledgee may exercise the right to foreclose on the Pledge at any time when the Pledgee serves the Notice of Default pursuant to Article 7.3

 

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8.4 The Pledgee is entitled to have priority in receiving payments or proceeds from the auction or sale of whole or part of the Equity Interest pledged herein in accordance with applicable law until the outstanding technical consulting and service fees and all other payables under the Amended Service Agreement are repaid.

 

8.5 The Pledgor shall not hinder the Pledgee from foreclosing on the Pledge in accordance with this Agreement and shall provide necessary assistance for the foreclosure of Pledge.

 

Article 9 Transfer or Assignment

 

9.1 The Pledgor shall not confer or transfer any right or obligation herein to any third party without the prior written consent of the Pledgee.

 

9.2 This Agreement shall be binding and enforceable on Pledgee and each of his successors and assignees.

 

9.3 The Pledgee may transfer or assign all or any of his rights and obligations under the Amended Service Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Amended Service Agreement, the Pledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment at the request of the Pledgee.

 

9.4 Where the Pledgee transfers or assigns the pledge to a third party, the new parties to the pledge shall re-execute a pledge contract.

 

Article 10 Termination

 

10.1 This Agreement shall not be terminated until the consulting and service fees under the Amended Service Agreement are paid in full and the Company no longer undertakes any obligation under the Amended Service Agreement

 

Article 11 Formalities Fees and Other Expenses

 

11.1 The Pledgor shall be responsible for all the fees and actual expenditures in relation to this Agreement, including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes and fees in accordance with laws, the Pledgor shall fully indemnity such taxes and fees paid by the Pledgee.

 

11.2 The Pledgor shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of the Pledge) incurred by the Pledgor for the reason that the Pledgor fails to pay any payable taxes, fees or charges in accordance with this Agreement, or the Pledgee has recourse to any forgoing taxes, charges or fees by any means for other reasons.

 

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Article 12 Force Majeure

 

12.1 If the fulfilment of this Agreement is delayed or prevented due to the Force Majeure Events, the party affected by such a Force Majeure Event shall free from any obligation to the extent of delay or holdback. Force Majeure refers to any event beyond control of the affected party and unavoidable with reasonable caution, which shall include but not limited to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However, any lack of credit, assets or financing shall not be deemed as an event beyond control of a Party. The party claiming the Force Majeure and seeking a waiver of its obligations hereunder shall promptly inform the other party of the Force Majeure and the procedure to fulfil its obligations hereunder.

 

12.2 If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the preceding paragraph, the affected party shall not subject to any liability hereunder arising from the performances so delayed or prevented. The affected party shall make reasonalbe effort to reduce or diminish the effect from such Event, and shall make reasonable efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event.

 

Article 13 Dispute Settlement

 

13.1 This Agreement shall be governed by and construed in all respects in accordance with the PRC laws.

 

13.2 The Parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly negotiation. In case no settlement can be reached through negotiation, each Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to its currently effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration awards shall be final and binding upon the Parties. The arbitration awards may be submitted to the applicable People’s Court for enforcement.

 

Article 14 Notices

 

14.1 Any notice to which is given by the both Parties hereto regarding the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing including, inter alias, facsimile and telex from time to time.

 

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Article 15 Appendix

 

15.1 The Appendix of this Agreement as attached hereto is parts of this Agreement.

 

Article 16 Effectiveness

 

16.1 This Agreement and any amendments, supplements and modifications of this Agreement shall be in writing, and come into effect upon being executed by the Parties thereto.

 

16.2 This Agreement is executed both in Chinese and English with two copies for each language. The Chinese version shall prevail in the event of any inconsistency between the English and any Chinese versions thereof.

 

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

 

8  

 

 

This page is the signing page of this Equity Interest Pledge Agreement.

 

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above written.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Legal Representative (Signature):

 

Party B:  
   
Chen Guangqiang  
(Signature)  
   
Yin Shenping  
(Signature)  
   
Feng Zhiqiang  
(Signature)  
   
Li Donglin  
(Signature)  
   
Zhang Fan  
(Signature)  

 

9  

 

 

APPENDIX

 

1. The register of the shareholders of the Company

 

2. The Contribution Certificate of the Company

 

3. The Amended and Restated Exclusive Technical Consulting and Service Agreement

 

1  

 

Exhibit 10.6

 

AMENDED AND RESTATED EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT

 

THIS AMENDED AND RESTATED EXCLUSIVE TECHINCAL CONSULTING AND SERVICE AGREEMENT (this “ Agreement ”) is made and entered into as of [April 1], 2019, by and between the following parties:

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

Party B: Nanjing Recon Technology Ltd.

Registered Address: Room 1402, No. 123, Jiqing Road, Qinhuai District, Nanjing City, PRC.

 

WHEREAS,

 

1. The Exclusive Technical Consulting Service Agreement by and between Recon Technology (Jining) Co., Ltd. and Party B, dated January 1, 2008, has been duly dissolved.

 

2. Party A, a wholly foreign-owned enterprise duly established and valid existing under the laws of the PRC, possesses professional knowledge, facilities, resources and skills to provide Party B with technical consulting services relevant to the development and operation of Party B’s business. Party B is a limited liability company duly established and valid existing under the PRC laws. Party A agrees to provide to Party B technology consulting and related services, and Party B agrees to accept such services provided by Party A in accordance with this Agreement.

 

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

1. Technical Consulting and Services, Sole and Exclusive Interests

 

1.1 During the term of this Agreement, Party A agrees to provide to Party B the technical consulting and services and other significant resources necessary for the operation of Party B’s business in accordance with this Agreement, including but not limited to:

 

(1) Analysis and evaluation of Party B’s current business, operational model and customer types in an effort to integrate current business management resources;

 

(2) Provision of advanced management skills to offer a framework for the construction of a new management platform;

 

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(3) Provision of technology information and materials related to Party B’s business development and operation. The contents of the technology information and documents may be enhanced or diminished during the performance of this Agreement upon mutual agreement to address each Party’s requirements; and

 

(4) Training of technical and managerial personnel for Party B and provision of required training documents. Party A will send technologists and managerial personnel to Party B to provide related technology and training service as necessary.

 

1.2 Party B hereby agrees to accept such technical consulting and services provided by Party A. Party B further agrees that, during the term of this Agreement, it shall not accept the technical consultation and service provided by any third party other than Party A without the prior written consent of Party A.

 

1.3 Party A shall be the sole and exclusive owner of all right, title and interests and intellectual property rights arising from this Agreement (including but not limited to, copyrights, patent, know-how, commercial secrets and so forth), regardless it is developed by Party A or by Party B based on Party A’s intellectual property right.

 

2. Payments for the technical consultation and service(“Consulting Fees”)

 

2.1 As consideration for the service provided by Party A under this Agreement, Party B shall pay a consulting fee to Party A equal to 90% of Party B’s annual net profit (the “Consulting Fee”).

 

2.2 Except for the Consulting Fees mentioned in the preceding paragraph, Party B agrees to reimburse Party A for all necessary expenses in relation to performing this Agreement, including but not limited to, travelling expenses, service fees, and out-of-pocket expenses, etc.

 

2.3 Except for the Consulting Fees, Party B agrees to reimburse Party A the tax, customs and other expenditures (income tax is not included) paid by Party A in favour of Party B in relation to this Agreement.

 

2.4 Party B shall provide Party A with a report in relation to Consulting Fees (“ Consulting Fees Report ”) in accordance with this Agreement within three (3) business days after each quarter and Party B shall remit the amount in RMB to the bank account designated by Party A within two (2) business days after delivering such Consulting Fees Report. Party B shall subject to a late fee of a 12% annual interest (compound interest) from the date of default if fails to pay Consulting Fees and other payable fees hereunder timely.

 

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2.5 Party B shall maintain a separate bank account for the Consulting Fees under this Agreement. Party A is entitled to appoint its employees or PRC or international accountants to review or audit the account books in relation to the consulting service from time to time. The fees payable to the accountant shall be paid by Party A itself. Party B shall provide to Party A’s employees or accountants any convenience and assistance required and all documents, account books, records, materials and information deemed necessary by such persons The auditing report issued by Party A’s employee shall be final and conclusive unless Party B issues written objection within seven (7) days after receiving such report. The report issued by the accountant shall be final and conclusive. Party A is entitled to serve written payment notice on Party B at any time after receiving the audit report according to the consulting fee confirmed by the audit report. Party B shall pay within seven (7) days after receiving the notice in accordance with Article 2.4.

 

2.6

Any payment that Party B pays to Party A pursuant to this Agreement should be after tax, bank processing fee or any other fees or costs.

 

3. Representations and Warranties

 

3.1 Party A hereby represents and warrants as follows:

 

3.1.1 It has the authority to enter into and perform this Agreement in accordance with its Articles of Association and business scope, and has taken all necessary action to get authorization, consent and approval from third party and/or competent government authorities, and will not conflict with any agreement or laws binding on it.

 

3.1.2 Upon execution, this Agreement shall constitute a legally binding document on Party A and shall be enforceable in accordance herewith.

 

3.2 Party B hereby represents and warrants as follows:

 

3.2.1 Party B is a company duly registered and valid existing under the law of the PRC, and is authorized to enter into this Agreement.

 

3.2.2 Party B has the authority to execute and perform this Agreement in accordance with its Articles of Association and its business scope, and has taken all necessary action to obtain all consents and approval to execute and perform this Agreement, and will not conflict with any agreement or laws binding on it.

 

3.2.3 Upon execution, this Agreement shall constitute a legally binding document on Party B and shall be enforceable in accordance herewith.

 

4 Confidentiality

 

4.1 Party B agrees to make reasonable effort to protect and maintain the confidentiality of Party A’s confidential data and information acknowledged or received in the exclusive technical consulting and service provided by Party A (“ Confidential Information ”). Party B shall not disclose, grant or transfer to any third party of such Confidential Information. Upon termination of this Agreement, Party B shall, upon Party A’s request, return to Party A or destroy of any document, material or software contained any of such Confidential Information, and shall completely delete any of such Confidential Information from any memory device, and shall not use or permit any third party to use such Confidential Information.

 

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4.2 The both Parties agree that the provisions of this Article shall survive notwithstanding the alteration, revocation or termination of this Agreement .

 

5 Indemnities

 

5.1 Party B shall indemnify Party A against any loss, damage, liability or expenses suffered by Party A as a result of or arising from any litigation, claim or compensation request in other forms related to the consulting and service under this Agreement.

 

6 Effectiveness and Term of this Agreement

 

6.1 This Agreement shall be executed and come into effect as of the date first set forth above. The term of this Agreement shall be ten (10) years unless earlier terminated as set forth in this Agreement or other written agreements entered into by the parties hereof.

 

6.2 This Agreement shall be terminated upon written confirmation from both Parties before termination. Otherwise this agreement shall be extended by another ten (10) years.

 

7 Termination of the Agreement

 

7.1 The Agreement shall be extended automatically upon the expiration of this Agreement unless it is terminated in accordance with this Agreement.

 

7.2 During the term of this Agreement, Party B may not terminate this Agreement except in the case of Party A’s gross negligence, fraud, or other illegal action or bankruptcy of Party A. Notwithstanding the above, Party A may terminate this Agreement with issuing a written notice to Party B thirty (30) days in advance.

 

7.3 The rights and obligations of the both Parties under Article 4 and Article 5 of this Agreement shall survive after the termination of this Agreement.

 

8 Dispute Settlement

 

8.1 With regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. In case no settlement can be reached through consultation, each Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to the current effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding on the Parties.

 

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9 Force Majeure

 

9.1 Force Majeure Event (“ Event ”) refers to any event beyond control of the affected party and unavoidable with reasonable caution, which shall include but not limit to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However, any lack of credit, assets or financing shall not be deemed as an event beyond control of a party. The party claiming the Force Majeure and seeking a waiver of its obligations hereunder shall promptly inform the other party the Force Majeure and the procedure to fulfil its obligations hereunder.

 

9.2 If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the preceding paragraph, the affected party shall not subject to any liability hereunder arising from the obligations so delayed or prevented. The affected party shall make reasonable effort to reduce or diminish the effect from such Event, and shall make reasonable efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event.

 

10 Notices

 

10.1 Any notice by each Party regarding rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing including facsimile and telex from time to time. “Writing” includes, inter alia, fax and telefax.

 

11 Assignment

 

11.1 Absent the prior written consent of Party A, Party B may not assign any right or obligation hereunder to any third party.

 

12 Severability

 

12.1 If any of the terms of this Agreement is invalid, illegal or unenforceable due to incompliance with laws, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

 

13 Amendments and Supplement

 

13.1 Any amendment and supplement of this Agreement shall be in writing and duly executed by the parties hereto, such amendment and supplement shall be deemed as a part of this Agreement and shall be in full force and effect as this Agreement.

 

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14 Governing Law and Languages

 

14.1 This Agreement shall be governed by and construed in accordance with the laws of the PRC.

 

14.2 This Agreement is executed both in Chinese and English. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese version.

 

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF , the both Parties have its authorized representative executed this Agreement on the date first above written.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Legal Representative (Signature):

 

Party B: Nanjing Recon Technology Ltd.

Legal Representative (Signature):

 

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Exhibit 10.7

 

Amended and Restated Power of Attorney

 

I, the undersigned, [name] , ID Card Number: [                   ] , hold [  ] % equity interest in Nanjing Recon Technology Ltd. (“ Nanjing Recon ”). Given that the Power of Attorney executed by me on January 1, 2008 has been duly dissolved, I, a shareholder of Petroleum Technology, hereby irrevocably entrust Recon HengDa Technology (Beijing) Co., Ltd. (“ HengDa Technology ”) to execute the following rights during the term of this Amended and Restated Power of Attorney:

 

I, the undersigned, exclusively authorize HENGDA TECHNOLOGY as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold, including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s) of Petroleum Technology for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred by laws and Articles of Association of Petroleum Technology including but not limited to voting-rights and the rights of assigning, transferring, pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative, Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of Petroleum Technology on my behalf.

 

HENGDA TECHNOLOGY is entitled to execute the Transfer Agreement mentioned in the Amended and Restated Exclusive Equity Interest Purchase Agreement (Wherein I shall be a party) within its authority and duly perform the Amended and Restated Equity Interest Pledge Agreement and the Amended and Restated Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Amended and Restated Power of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Amended and Restated Power of Attorney.

 

Save as otherwise provided hereunder, HENGDA TECHNOLOGY is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral or written instructions of me.

 

All acts associated with my equity interest in Petroleum Technology conducted by HENGDA TECHNOLOGY shall be deemed as the acts of me. All documents executed by HENGDA TECHNOLOGY shall be deemed as executed by me, I shall acknowledge such documents.

 

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HENGDA TECHNOLOGY is entitled to assign all rights under this Amended and Restated Power of Attorney. HENGDA TECHNOLOGY is entitled to entrust any other individual(s) or legal entity(s) to execute the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, HENGDA TECHNOLOGY shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests in any event.

 

This Amended and Restated Power of Attorney shall be irrevocable and continuously valid so long as I am a shareholder of Petroleum Technology and shall come into effect as of the date set forth below.

 

During the term of this Amended and Restated Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with HENGDA TECHNOLOGY in advance.

 

[name]

 

(Signature)

 

Date: [April 1], 2019.

 

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 Exhibit 10.8

 

Amended and Restated Power of Attorney

  

I, the undersigned, Zhai Degui, ID Card Number: XXXXXXXXX, hold 1% equity interest in Nanjing Recon Technology Ltd. (“ Nanjing Recon ”). I, a shareholder of Petroleum Technology, hereby irrevocably entrust Recon HengDa Technology (Beijing) Co., Ltd. (“ HengDa Technology ”) to execute the following rights during the term of this Amended and Restated Power of Attorney:

 

I, the undersigned, exclusively authorize HENGDA TECHNOLOGY as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold, including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s) of Petroleum Technology for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred by laws and Articles of Association of Petroleum Technology including but not limited to voting-rights and the rights of assigning, transferring, pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative, Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of Petroleum Technology on my behalf.

 

HENGDA TECHNOLOGY is entitled to execute the Transfer Agreement mentioned in the Amended and Restated Exclusive Equity Interest Purchase Agreement (Wherein I shall be a party) within its authority and duly perform the Amended and Restated Equity Interest Pledge Agreement and the Amended and Restated Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Amended and Restated Power of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Amended and Restated Power of Attorney.

 

Save as otherwise provided hereunder, HENGDA TECHNOLOGY is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral or written instructions of me.

 

All acts associated with my equity interest in Petroleum Technology conducted by HENGDA TECHNOLOGY shall be deemed as the acts of me. All documents executed by HENGDA TECHNOLOGY shall be deemed as executed by me, I shall acknowledge such documents.

 

 

 

 

HENGDA TECHNOLOGY is entitled to assign all rights under this Amended and Restated Power of Attorney. HENGDA TECHNOLOGY is entitled to entrust any other individual(s) or legal entity(s) to execute the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, HENGDA TECHNOLOGY shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests in any event.

 

This Amended and Restated Power of Attorney shall be irrevocable and continuously valid so long as I am a shareholder of Petroleum Technology and shall come into effect as of the date set forth below.

 

During the term of this Amended and Restated Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with HENGDA TECHNOLOGY in advance.

  

 

 

Zhai Degui

 

(Signature)

 

Date: [April 1], 2019.

 

 

 

Exhibit 10.9

 

AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT

 

THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (this “Aagreement”) is entered into by and between the following parties on [April 1], 2019.

 

Party A:

 

Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

Party B:

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Zhai Degui

ID Card Number: XXXXX

 

Party C:

 

Nanjing Recon Technology Ltd.

Registered Address: Room 1402, No. 123, Jiqing Road, Qinhuai District, Nanjing City, PRC

 

WHEREAS,

 

1. Party B, citizens of the PRC, collectively holds 100% equity interest in Party C, which is a limited liability company duly established and valid existing under the laws of the PRC;

 

2. The Exclusive Equity Interest Purchase Agreement by and between Recon Technology (Jining) Co., Ltd., Chen Guangqiang, Yin Shenping and Party C, dated January 1, 2008 and the Exclusive Technical Consulting Service Agreement by and between Recon Technology (Jining) Co., Ltd. and Party C, dated January 1,2008 have been dissolved;

 

3. Party C and Party A have entered into a series of agreements including the Amended and Restated Exclusive Technical Consulting and Service Agreement.

 

  1  

 

 

NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

1. Transfer of Equity Interest

 

1.1 Granting Right

 

Under the PRC law, Party B hereby irrevocably grants Party A the exclusive right to purchase, or designate one or more persons (the “ Specified Person ”) to purchase, a portion or whole of the Equity Interest of Party C held by Party B at the price set forth in Article 1.3 hereof in accordance with the procedure promulgated by Party A at any time in Party A’s discretion.(the “ Purchase Right ”). Except for Party A and the Specified Person, Party C shall not sell the Equity Interest to any third party. Party C hereby agrees that Party B may grant the Purchase Right to Party A. For the purpose of this Agreement, the “person” stipulated herein refers to individual, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

 

1.2 Procedure

 

The exercise of the Purchase Right by Party A shall subject to the laws and regulations of the PRC. When Party A intends to exercise the Purchase Right, it shall issue a written notice (the “ Purchase Notice ”) to Party B which shall contain the following items: (a) Party A intends to exercise the Purchase Right; (b) the percentage of the Equity Interest to be purchased therewith (the “ Purchased Equity Interest ”); and (c) the effective date or transfer date.

 

1.3 Transfer Fee

 

The Transfer Fee (“ Transfer Fee ”) shall be confirmed by and between Party A and Party B through negotiation according to the appraisal of the Equity Interest approved by the competent authority, and it shall be the lowest price allowable by the PRC laws and regulations. Party B hereby unconditionally and irrevocably agrees that, in the event that Party A exercises its Purchase Right, Party B shall unconditionally refund to Party A the Transfer Fee in full.

 

1.4 Transfer of the Equity Interest

 

Each time when Party A exercises the Purchase Right:

 

1.4.1 Party B shall procure that Party C convene shareholders’ meeting timely and shall pass the shareholders’ resolutions that Party B could transfer to Party A or the Specified Person the Equity Interest.

 

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1.4.2 Party B shall enter into Equity Transfer Agreement with Party A (or the Specified Person, if applicable) in accordance with this Agreement and Purchase Notice.

 

1.4.3 Related parties shall execute all other necessary agreements or documents, and obtain all necessary government approvals and consents, and take all necessary actions to lawfully transfer the title to the Equity Interests to Party A or the Specified Person and procure Party A or the Specified Person to be registered as the holder of the Equity Interest. The Equity Interest should be free from any Security Interest. For the purpose of this Agreement, Security Interest shall include guarantee, mortgage, any third party’s right or interest, any purchase right, pre-emption right, offset right and any other security arrangements. Notwithstanding the foregoing, the Security Interest shall not include any security interest accrued in accordance with this Agreement and the Amended and Restated Equity Interest Pledge Agreement which is entered into by and between Party B and Party A on [April 1], 2019 (“ Amended Equity Interest Pledge Agreement ”). According to the Amended Equity Interest Pledge Agreement, Party B shall pledge all the equity possessed by Party B in Party C to Party A as a guarantee to the performance of the Amended and Restated Exclusive Technical Consulting and Service Agreement which is entered into by and between Party C and Party A on [April 1], 2019 (“ Amended Exclusive Technical Consulting and Service Agreement ”).

 

1.5 Payments for the Equity Interest

 

1.5.1 Party A shall pay the Transfer Fee to Party B in accordance with Article 1.3 hereof.

 

2. Warranties Relating to the Equity Interest

 

2.1 Party C hereby guarantees that:

 

2.1.1 Absent prior written consent of Party A or the Specified Person, Party C will not supplement, amend, or modify any provision of the Articles of Association of the company, and shall not increase or decrease its registered capital, or alter the equity structure in other methods.

 

2.1.2 Party C shall be legally existing, and prudently and efficiently operates its business and deals with corporate affairs in accordance with commercial standards and practice.

 

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2.1.3 Absent prior written consent of Party A or the Specified Person, Party C shall not sell, transfer, mortgage or dispose of any asset, business or beneficial right of Party C, or allow creation of any other Security Interest.

 

2.1.4 Absent prior written consent of Party A or the Specified Person, Party C shall not incur, inherit, guarantee or bear any debt except for (i) the debt is incurred during the routine business instead of loan; and (ii) the debt has been disclosed to Party A and has obtained Party A’s written consent.

 

2.1.5 Party C shall operate its routine business to keep the value of its assets, and shall not result in any material influence on its business operation and the value of its asset by acts or omissions.

 

2.1.6 Absent prior written consent of Party A or the Specified Person, Party C shall not enter into any material agreement except for the purpose of routine business operation. (For the purpose of this provision, an agreement covering an amount in excess of RMB100,000 shall be deemed as a material agreement).

 

2.1.7 Absent prior written consent of Party A or the Specified Person, Party C shall not provide any loan or credit to any third party.

 

2.1.8 Party C shall provide all materials relating to its operation and financial status to Party A upon Party A’s request.

 

2.1.9 Party C shall effect and maintain insurance from the insurance company acceptable to Party A. The amount and types of such insurance shall be the same with the alike companies which operate the similar business and possess the similar assets with Party C in the same distraction.

 

2.1.10 Absent prior written consent of Party A or the Specified Person, Party C shall not merge with, combine with or purchase any entity or make investments to any entity.

 

2.1.11 Party C shall promptly inform Party A of any existing or potential litigation, arbitration, or administrative procedure in relation to Party C’s assets, business and revenue.

 

2.1.12 Party C shall make all necessary efforts to maintain the title to its assets, including but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper defences to all claims.

 

2.1.13 Absent prior written consent of Party A or the Specified Person, Party C shall not distribute any dividend to any shareholder. Nevertheless, Party C shall immediately distribute all payable dividends to the shareholders upon request of Party A or the Specified Person.

 

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2.2 Party B hereby guarantees that:

 

2.2.1 Absent prior written consent of Party A or the specific person, Party B shall not sell, transfer, mortgage or dispose of any right or interest relating to the Equity Interest, or allow any creation of other Security Interest on the Equity Interest. However the Security Interest accrued from this Agreement and the Amended Equity Interest Pledge Agreement shall be excluded.

 

2.2.2 Party B shall promptly inform Party A of any existing or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest.

 

2.2.3 Party B shall make all necessary efforts to maintain its title to the equity of Party C, including but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper defences to all claims.

 

2.2.4 Upon the request of Party A, Party B shall immediately transfer its Equity Interest to Party A or the Specified Person unconditionally at any time.

 

2.2.5 Party B shall strictly comply with and duly perform this Agreement and any other agreements entered into by and between Party B, Party C, and Party A collectively or respectively and shall not affect the validity and enforceability of such agreements by acts or omissions.

 

3. Representations and Warranties

 

3.1 Party B and Party C hereby collectively and respectively represent and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter:

 

3.1.1 It has the authority and ability to enter into and duly perform this Agreement and each and every Equity Transfer Agreement executed thereafter by Party B or Party C collectively or respectively. Such Agreements shall be legally and effectively binding on the parties thereof and shall be enforceable in accordance with the provisions thereof.

 

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3.1.2 The execution, delivery and performance of this Agreement or any Equity Transfer Agreement thereafter shall not: (i) violate any PRC laws; (ii) conflict with its Articles of Association or other organizational documents; (iii) breach any contract or document of which Party B and/or Party C is a party or which binds Party B and/or Party C; (iv) violate any acquired permit, approval or any valid qualification thereof; or (v) result in the ceasing or revocation or additional conditions to the acquired permit or approval.

 

3.1.3 Party B retains full and transferable title to its assets and facilities and absent any security interest other than the security interest accrued in this Agreement and the pledge set by the Amended Equity Interests Pledge Agreement.

 

3.1.4 Party B or any person designated by Party B shall unconditionally transfer any funds obtained from Party C in full to Party A (including but not limited to dividends, bonus, other rights, earnings and so forth distributed by Party C.)

 

3.1.5 Prior to Party A’s lawful exercise of Purchase Right, Party B shall not request Party C to distribute any dividend, bonus and other right and earning and so forth absent Party A’s permit.

 

3.1.6 Party C has no outstanding debt except for (i) the legal debt, which is incurred during its routine business operation instead of loan; (ii) the debt has been disclosed to Party A and has obtained Party A’s written permit.

 

3.1.7 Party C shall comply with all applicable laws and regulations relating to equity transfer.

 

3.1.8 There is no existing, pending or potential litigation, arbitration, or administrative procedure in relation to the Equity Interest, assets of Party C and other matters of Party C.

 

3.2 Party A hereby represents and warrants to Party B and Party C on the execution date of this Agreement and each transfer day thereafter:

 

(i) Party A shall be obligated to provide continual financial support to Party C in the event that Party C requires to obtain funds support for business operation,;

 

(ii) In the event that Party C fails to repay the funds provided by Party A due to Party C’s operation losses, Party A hereby agrees to forego the right to seek repayment.

 

4. Effective Date

 

This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be twenty-five (25) years, and it may be extended by another twenty-five (25) years if Party A so requires.

 

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5. Governing Law and Dispute Resolution

 

5.1 Governing Law

 

This Agreement shall be governed by and construed in accordance with PRC laws.

 

5.2 Dispute Resolution

 

With regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. If it can not be settled within thirty (30) days from the date any party issuing written notice requesting settlement of dispute through negotiation, each party has the right to submit it to China International Economic and Trade Arbitration Committee for arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.

 

6. Tax and Expenditures

 

Each party shall bear its own tax, costs and expenditures relating to preparing for and executing this Agreement and Equity Transfer Contract and relating to completing the contemplated deal.

 

7. Notice

 

Any notice or other communication under this Agreement shall be in Chinese and be sent to the address listed below or other address as may be designated from time to time by personal delivery or mail or facsimile. Any notice required or given hereunder shall be deemed to have been served: (a) the same date if sent by personal delivery; (b) the tenth date from delivery (subject to the stamp) of a prepaid air-mail, or the fourth date from delivering to a professional delivery company acknowledged worldwide if sent by mail; and (c) the receipt date recorded on the transmission confirmation notice if sent by facsimile.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, China

 

Party B:

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Zhai Degui

ID Card Number: XXXXX

 

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Party C: Nanjing Recon Technology Ltd.

Registered Address: Room 1402, No. 123, Jiqing Road, Qinhuai District, Nanjing City, PRC

 

8. Confidentiality

 

8.1 The Parties acknowledge and confirm that any oral or written information relating to this Agreement communicated among the Parties shall be deemed as confidential information (“Confidential Information”). The Parties shall keep confidential of such Confidential Information and shall not disclose to any third party unless having obtained prior written consent from the other parties. Nevertheless, Confidential Information shall not include information which (a) was at the date hereof or subsequently becomes public information (otherwise than disclosed by any party received such Confidential Information); (b) is disclosed in accordance with applicable laws or regulations; or (c) the party who disclose any Confidential Information to its attorneys or financial advisors who need to access such information shall ensure that such attorneys or financial advisors comply with this provision and keep confidential of such information. The disclosure by the employee or agent of Each Party shall be deemed as disclosed by the party itself, and the party shall be liable of the breach. The Parties agree that the provisions of this Article shall survive notwithstanding the termination of this Agreement .

 

9. Further Assurance

 

9.1 The Parties agree that they will, without any hesitation, execute any necessary documents for the performance of this Agreement or any documents which are benefit for the purpose of this Agreement, and will take all necessary actions for the purpose of this Agreement or take actions which are benefit for the purpose of this Agreement.

 

10. Miscellaneous

 

10.1 Amendment and supplementation

 

Any revision, amendment and supplementation of this Agreement shall be in writing and be executed by Each Party.

 

10.2 Compliance with laws and regulations

 

The Parties shall comply with all applicable PRC laws and regulations which have been formally issued and may be publicly acquired.

 

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10.3 Entire agreement

 

Unless it is otherwise revised, amended or supplemented after execution of this Agreement, this Agreement constitutes the entire agreement among the parties as to the subject matter, and supersedes any prior oral or written negotiations, statements or agreement among the parties relating thereto.

 

10.4 Headings

 

Headings in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence the meaning of the provisions of this Agreement.

 

10.5 Language

 

This Agreement is made in Chinese and English in three originals. The Chinese version will prevail in the event of any inconsistency between the English and any Chinese translations thereof.

 

10.6 Severability

 

If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected, and the Parties hereto agree to, through friendly negotiation, make valid terms to such invalid, illegal or unenforceable terms, and the economic results from such valid terms shall be close to, as much as may be possible, the superseded invalid, illegal or enforceable terms.

 

10.7 Successor

 

This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.

 

10.8 Continue to be effective

 

10.8.1 Any duties occurred in relation to this Agreement before expiration or early termination of this Agreement shall continue to be effective after expiration or early termination of this Agreement.

 

10.8.2 Articles 5, 7, 8 and 10.8 hereof shall survive notwithstanding the termination of this Agreement.

 

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10.9 Waiver

 

Each party may waive the terms and conditions under this Agreement in writing. Such waiver should be duly signed by the other parties. Any waive relating to the breach of the other party in certain circumstance shall not be deemed as that the waiver party has made waiver to the other party for the same breach in other circumstances.

 

[ THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]

 

This page is the signing page of this Amended and Restated Exclusive Equity Interest Purchase Agreement. IN WITNESS WHEREOF , the both Parties have its authorized representative executed this Agreement on the date first above written.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Authorized Representative (Signature):

 

Party B: Chen Guangqiang  
(Signature)  
   
Yin Shenping  
(Signature)  
   
Zhai Degui  
(Signature)  

 

Party C: Nanjing Recon Technology Ltd.

Legal Representative (Signature):

 

  10  

 

Exhibit 10.10

 

AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT

 

THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT (“ Agreement ”) is entered into by and between the following parties on [April 1], 2019.

 

1. Pledgee(“Party A”):

 

Recon HengDa Technology (Beijing) Co., Ltd.

Registered Address: Room 5771, 5/F, ShenChangDaSha, 51 Zhichun Road, Haidian District, Beijing, PRC.

 

2. Pledgor(“Party B”):

 

Chen Guangqiang

ID Card Number: XXXXX

 

Yin Shenping

ID Card Number: XXXXX

 

Zhai Degui

ID Card Number: XXXXX

 

Each of Party A and Party B is referred to as a “ Party ”, and Party A and Party B are referred to collectively as the “ Parties ”.

 

WHEREAS:

 

1. Party B collectively holds 100% equity interest in Beijing BHD Petroleum Technology Co., Ltd. (the “ Company ”), which is a limited liability company duly established and valid existing under the laws of the PRC.

 

2. As a guarantee for the performance of the Exclusive Technical Consulting and Services Agreement entered into by and between the Recon Technology (Jining) Co., Ltd. (“ Recon Technology ”) and the Company, Recon Technology, Chen Guangqiang and Yin Shenping entered into Equity Interest Pledge Agreements on January 1, 2008, pursuant to which Chen Guangqiang and Yin Shenping have pledged to the Recon Technology all of the equity interest held by them in the Company, and such equity interest pledge has been registered with the relevant administration for industry and commerce.

 

3. The Exclusive Technical Consulting and Services Agreement and Equity Interest Pledge Agreements have been duly dissolved, and, an Amended Service Agreement (defined in Article 1) has been entered into by and between Party A and the Company as of [April 1], 2019, pursuant to which, the Company shall make certain payments to Party A in consideration of the consulting services provided by Party A thereunder. In order to ensure that Party A collects the Consulting Fee from the Company as provided in the Amended Service Agreement, Party B is willing to pledge all of its equity interest in the Company to Party A as security to ensure that Party A collects the Consulting Fee under the Amended Service Agreement.

 

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NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:

 

Article 1 Definitions

 

Unless otherwise stipulated hereof, for the purpose of this Agreement, the following terms shall have the following meanings:

 

1.1 Pledge refers to the full meaning assigned to that term in Article 2 of this Agreement.

 

1.2 Equity Interest refers to the 100% equity interest in the Company, lawfully held by the Pledgor.

 

1.3 Rate of Pledge refers to the ratio between the value of the pledge under this Agreement and the technical consulting fees under the Amended Service Agreement

 

1.4 Term of Pledge refers to the period provided for under Article 3.2 hereunder.

 

1.5 Amended Service Agreement refers to the Amended and Restated Exclusive Technical Consulting and Service Agreement entered into by and between the Company and Party A on [April 1], 2019.

 

1.6 Default refers to any event enumerated in Article 7 hereof.

 

1.7 Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement.

 

Article 2 Pledge

 

2.1 Party B agrees to pledge all its Equity Interest in the Company to the Pledgee as a guarantee for the technical consulting service fee payable to the Pledgee under the Amended Service Agreement

 

2.2 Pledge right under this Agreement refers to the right owned by the Pledgee who shall be entitled to have priority in receiving payment or proceeds from the auction or sale of the equity interest pledged by the Pledgor to the Pledgee.

 

Article 3 Rate of Pledge and Term of Pledge

 

3.1 The Rate of Pledge:

 

The Rate of Pledge shall be 100% under this Agreement.

 

3.2 The Term of Pledge

 

3.2.1 The Pledge of the Equity Interest under this Agreement shall take effect as of the date that the Pledge of the Equity Interest is recorded in the register of shareholders of the Company.

 

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3.2.2 During the Term of Pledge, the Pledgee shall be entitled to foreclose the Pledge in accordance with this Agreement in the event that the Company fails to pay exclusive technical consulting and service fees in accordance with the Amended Service Agreement

 

Article 4 Possession of Pledge Documents

 

4.1 During the Term of Pledge, the Pledgee shall be entitled to possess the contribution certificate of the Equity Interest (the “ Contribution Certificate ”) and the register of shareholders of the Company. The Pledgor shall deliver the Contribution Certificate and the register of shareholders hereunder to the Pledgee within one week of the execution of this Agreement.

 

4.2 The Pledgee shall be entitled to collect dividends of the Equity Interest.

 

Article 5 Representations and Warranties of Party B

 

5.1 Party B is the lawful holder of the Equity Interest.

 

5.2 The Pledgee shall not be interfered with by any third party at any time when the Pledgee exercising its rights in accordance with this Agreement.

 

5.3 The Pledgee shall be entitled to exercise or assign the Pledge in accordance with this Agreement.

 

5.4 The Pledgor shall not pledge or encumber the Equity Interest to any third party except for the Pledgee.

 

Article 6 Covenants of the Pledgor

 

6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor shall:

 

6.1.1 Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“ Specified Person ”) as subject to the Amended and Restated Exclusive Equity Interest Purchase Agreement entered into by and among the Party B, Party A and the Company on [April 1], 2019, not transfer or assign the Equity Interest, create or permit to be created any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee.

 

6.1.2 Comply with and implement laws and regulation with respect to pledge of equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority after receiving the same, or raise objection to such notices, orders or suggestions at the reasonable request or with the consent of the Pledgee.

 

6.1.3 Timely notify the Pledgee of any event or any notice which may affect the Pledgor’s Equity Interest or any part of its right, and any event or notice which may alter or affect any of the Pledgor’s covenants and obligations hereunder.

 

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6.2 The Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor, any successors of the Pledgor, any person authorized by the Pledgor or any other third party.

 

6.3 The Pledgor warrants to the Pledgee that in order to protect or perfect the security on the payments of the technical consulting and service fees under the Amended Service Agreement, the Pledgor shall execute in good faith and procure other parties who have interests in the Pledge to execute all title certificates, contracts upon the request of the pledgee, and/or perform and procure other parties who have interests to take action as required by the Pledgee and provide access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the alternations of certificate of the Equity Interest with the Pledgee or the person (individual or legal entity) designated by the Pledgee, and provide all notices, orders and decisions deemed necessary by the Pledgee to the Pledgee within a reasonable time.

 

6.4 The Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee, fail so performing, the Pledgor shall compensate all the losses therefore suffered by the Pledgee.

 

Article 7 Default

 

7.1 The events enumerated below shall be deemed as default:

 

7.1.1 the Company fails to make full payments of the exclusive technical consulting and service fees as scheduled under the Amended Service Agreement

 

7.1.2 The Pledgor makes any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgor is in violation of any warranties under Article 5 herein.

 

7.1.3 The Pledgor violates any covenant under Article 6 herein.

 

7.1.4 The Pledgor violates any term or condition herein.

 

7.1.5 The Pledgor waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest without prior written consent of the Pledgee, except as provided in Article 6.1.1 in this Agreement.

 

7.1.6 Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s (1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected.

 

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7.1.7 The Pledgor is incapable of repaying its general debt or other debt.

 

7.1.8 This Agreement becomes illegal or the Pledgor is incapable to continue to perform obligations herein for the reason of the promulgation of the related laws.

 

7.1.9 Any approval, permit or authorization of the competent authority in associated with the enforcement and validity of this Agreement is withdrawn, suspended, invalidated or materially revised.

 

7.1.10 The property of the Pledgor adversely changes and causes the Pledgee to deem that the capability of the Pledgor to perform the obligations herein is affected.

 

7.1.11 The successors or assignees of the Company are only entitled to perform a portion of or refuse to perform the liability to pay under the Amended Service Agreement

 

7.1.12 Other circumstances whereby the Pledgee is incapable of exercising the right to foreclose on the Pledge in accordance with the related laws.

 

7.2 Party B should immediately notify Party A in writing of the occurrence of any event under Article 7.1 herein or any events that may result in the foregoing events upon his knowledge.

 

7.3 Unless the Default under Article 7.1 herein has been remedied to the Pledgee’s satisfaction, the Pledgee, at any time when the Event of Default occurs or thereafter, may issue a written notice of default to the Pledgor and require the Pledgor immediately make full payments of the outstanding service fees under the Amended Service Agreement and other payables or foreclose on the Pledge in accordance with Article 8 herein.

 

Article 8 Rights of the Pledgee

 

8.1 The Pledgor shall not transfer or assign the Equity Interest without prior written approval from the Pledgee prior to the full repayment of the consulting and service fees under the Amended Service Agreement

 

8.2 The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge.

 

8.3 The Pledgee may exercise the right to foreclose on the Pledge at any time when the Pledgee serves the Notice of Default pursuant to Article 7.3

 

8.4 The Pledgee is entitled to have priority in receiving payments or proceeds from the auction or sale of whole or part of the Equity Interest pledged herein in accordance with applicable law until the outstanding technical consulting and service fees and all other payables under the Amended Service Agreement are repaid.

 

8.5 The Pledgor shall not hinder the Pledgee from foreclosing on the Pledge in accordance with this Agreement and shall provide necessary assistance for the foreclosure of Pledge.

 

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Article 9 Transfer or Assignment

 

9.1 The Pledgor shall not confer or transfer any right or obligation herein to any third party without the prior written consent of the Pledgee.

 

9.2 This Agreement shall be binding and enforceable on Pledgee and each of his successors and assignees.

 

9.3 The Pledgee may transfer or assign all or any of his rights and obligations under the Amended Service Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Amended Service Agreement, the Pledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment at the request of the Pledgee.

 

9.4 Where the Pledgee transfers or assigns the pledge to a third party, the new parties to the pledge shall re-execute a pledge contract.

 

Article 10 Termination

 

10.1 This Agreement shall not be terminated until the consulting and service fees under the Amended Service Agreement are paid in full and the Company no longer undertakes any obligation under the Amended Service Agreement

 

Article 11 Formalities Fees and Other Expenses

 

11.1 The Pledgor shall be responsible for all the fees and actual expenditures in relation to this Agreement, including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes and fees in accordance with laws, the Pledgor shall fully indemnity such taxes and fees paid by the Pledgee.

 

11.2 The Pledgor shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of the Pledge) incurred by the Pledgor for the reason that the Pledgor fails to pay any payable taxes, fees or charges in accordance with this Agreement, or the Pledgee has recourse to any forgoing taxes, charges or fees by any means for other reasons.

 

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Article 12 Force Majeure

 

12.1 If the fulfilment of this Agreement is delayed or prevented due to the Force Majeure Events, the party affected by such a Force Majeure Event shall free from any obligation to the extent of delay or holdback. Force Majeure refers to any event beyond control of the affected party and unavoidable with reasonable caution, which shall include but not limited to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However, any lack of credit, assets or financing shall not be deemed as an event beyond control of a Party. The party claiming the Force Majeure and seeking a waiver of its obligations hereunder shall promptly inform the other party of the Force Majeure and the procedure to fulfil its obligations hereunder.

 

12.2 If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the preceding paragraph, the affected party shall not subject to any liability hereunder arising from the performances so delayed or prevented. The affected party shall make reasonalbe effort to reduce or diminish the effect from such Event, and shall make reasonable efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event.

 

Article 13 Dispute Settlement

 

13.1 This Agreement shall be governed by and construed in all respects in accordance with the PRC laws.

 

13.2 The Parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly negotiation. In case no settlement can be reached through negotiation, each Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to its currently effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration awards shall be final and binding upon the Parties. The arbitration awards may be submitted to the applicable People’s Court for enforcement.

 

Article 14 Notices

 

14.1 Any notice to which is given by the both Parties hereto regarding the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing including, inter alias, facsimile and telex from time to time.

 

Article 15 Appendix

 

15.1 The Appendix of this Agreement as attached hereto is parts of this Agreement.

 

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Article 16 Effectiveness

 

16.1 This Agreement and any amendments, supplements and modifications of this Agreement shall be in writing, and come into effect upon being executed by the Parties thereto.

 

16.2 This Agreement is executed both in Chinese and English with two copies for each language. The Chinese version shall prevail in the event of any inconsistency between the English and any Chinese versions thereof.

 

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

 

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This page is the signing page of this Equity Interest Pledge Agreement.

 

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above written.

 

Party A: Recon HengDa Technology (Beijing) Co., Ltd.

Legal Representative (Signature):

 

Party B:  
   
Chen Guangqiang  
(Signature)  
   
Yin Shenping  
(Signature)  
   
Zhai Degui  
(Signature)  

 

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APPENDIX

 

1. The register of the shareholders of the Company

 

2. The Contribution Certificate of the Company

 

3. The Amended and Restated Exclusive Technical Consulting and Service Agreement

 

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Exhibit 99.1

 

Recon Technology Streamlines Operations through Beijing Head Office

 

BEIJING, April 24, 2019 /PRNewswire/ — Recon Technology, Ltd. (Nasdaq: RCON) (“Recon” or the “Company”), a China-based independent solutions integrator in the oilfield service, environmental protection, electric power and coal chemical industries, today announced the Company is now managing the operations of its variable interest entities (“VIEs”) solely through its Beijing subsidiary, Recon Hengda Technology (Beijing) Co., Ltd. (“Recon BJ”).

 

In order to streamline its operations, the Company signed new VIE agreements that are similar to the old VIE agreements with its VIEs, Nanjing Recon Technology Co., Ltd. and Beijing BHD Petroleum Technology Co., Ltd. The Company took this action because it has been solely operating through its Beijing office in recent years. Upon the effectiveness of the new VIE agreements, the old VIE agreements signed with Recon Hengda Technology (Beijing) Co., Ltd. (“Recon BJ”) were terminated. Then Recon JN was dissolved. The Board of Directors approved the VIE transfer and the dissolution as disclosed on February 21, 2019. Before and after the VIE transfer and the dissolution, the Company effectively controls its VIEs. Recon BJ is a wholly owned subsidiary of the Company located in Beijing, China and prior to dissolution Recon JN was a wholly owned subsidiary of the Company located in Shandong, China.

 

Management Commentary

 

Mr. Shenping Yin, co-founder and CEO of Recon stated, “We are very pleased to have concluded this reorganization to manage our operation more efficiently. In late 2016 we set up our wholly owned subsidiary, Recon BJ, in Beijing to accommodate our management team, which was entirely located in Beijing. As a result, maintaining the office for our wholly owned subsidiary, Recon JN, in Jining, Shandong, was suboptimal and our Board of Directors agreed to dissolve Recon JN in February 2019. We completed the transfer of contractual relations from Recon JN to Recon BJ on April 1, 2019 and the dissolution of Recon JN on April 10, 2019. The transfer was done smoothly and the continuance of our operation was not interrupted. We will keep conduct our business as always and expect no negative impact of the transfer on our operation.”

 

About Recon Technology, Ltd.

 

Recon Technology, Ltd.  (RCON)  is China's first non-state-owned oil and gas field service company listed on NASDAQ. Recon supplies China's largest oil exploration companies, Sinopec (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

 

Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” "expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, levels of spending in our industry as well as consumer confidence generally; changes in the competitive environment in our industry and the markets where we operate; our ability to access the capital markets; the results of cooperation between parties to cooperation agreements; and other risks discussed in the Company's filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 20-F, which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements .

 

For more information, please contact:

 

In China:

 

Ms. Jia Liu  
Chief Financial Officer
Recon Technology, Ltd.
Phone: +86 (10) 8494-5799 
Email: info@recon.cn

 

In the United States:

 

Ms. Tina Xiao
President 
Ascent Investor Relations LLC 
Phone: +1-917-609-0333 
Email: tina.xiao@ascent-ir.com