Recon Technology, Ltd

RCONSEC EDGAR
ARF'a sor
20-F, Yıllık Rapor (Yabancı İhraççı)

Yıllık Rapor (Yabancı İhraççı)

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☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
​ ​ For the fiscal year ended June 30 , 2026
​ Date of event requiring this shell company report For the transition period from to Commission file number 001-34409
RECON TECHNOLOGY, LTD (Exact name of Registrant as specified in its charter)
Cayman Islands (Jurisdiction of incorporation or organization)
Room 601, No. 1 Shui'an South Street Chaoyang District , Beijing 100012 People's Republic of China (Address of principal executive offices)
Liu Jia , Chief Financial Officer Telephone: +86 (10) 8494 5799 liujia@recon.cn ; Fax: +86 (10) 8494 5792 Room 601, No. 1 Shui'an South Street Chaoyang District , Beijing 100012 People's Republic of China
​ Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of June 30, 2026: 353,154 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares. *
* A 1-for-200 Reverse Stock Split of the Company's Class A Ordinary Shares (the "2026 Reverse Stock Split") was effected on August 18, 2026. Giving effect to the 2026 Reverse Stock Split, 353,154 Class A Ordinary Shares were issued and outstanding as of June 30, 2026 (equivalent to 70,627,426 Class A Ordinary Shares on a pre-split basis). The 2026 Reverse Stock Split affected only the Class A Ordinary Shares; the 20,000,000 issued and outstanding Class B Ordinary Shares were not affected. All Class A Ordinary Share and per-share amounts in this annual report have been retrospectively adjusted to give effect to the 2026 Reverse Stock Split unless otherwise indicated.
​ If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). ☐ Yes ☒ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ Page PART I ​ ​ ​ 5 ITEM 1. ​ IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ​ 5 ITEM 2. ​ OFFER STATISTICS AND EXPECTED TIMETABLE ​ 5 ITEM 3. ​ KEY INFORMATION ​ 5 ITEM 4. ​ INFORMATION ON THE COMPANY ​ 39 ITEM 4A. ​ UNRESOLVED STAFF COMMENTS ​ 68 ITEM 5. ​ OPERATING AND FINANCIAL REVIEW AND PROSPECTS ​ 68 ITEM 6. ​ DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ​ 83 ITEM 7. ​ MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ​ 90 ITEM 8. ​ FINANCIAL INFORMATION ​ 93 ITEM 9. ​ THE OFFER AND LISTING ​ 93 ITEM 10. ​ ADDITIONAL INFORMATION ​ 94 ITEM 11. ​ QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 104 ITEM 12. ​ DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ​ 104 ​ ​ ​ ​ ​ PART II ​ ​ ​ 105 ITEM 13. ​ DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ​ 105 ITEM 14. ​ MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ​ 105 ITEM 15. ​ CONTROLS AND PROCEDURES ​ 105 ITEM 15T. ​ CONTROLS AND PROCEDURES ​ 108 ITEM 16. ​ [RESERVED] ​ 108 ITEM 16A. ​ AUDIT COMMITTEE FINANCIAL EXPERT ​ 108 ITEM 16B. ​ CODE OF ETHICS ​ 108 ITEM 16C. ​ PRINCIPAL ACCOUNTANT FEES AND SERVICES ​ 108 ITEM 16D. ​ EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES ​ 109 ITEM 16E. ​ PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ​ 109 ITEM 16F. ​ CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT ​ 109 ITEM 16G. ​ CORPORATE GOVERNANCE ​ 109 ITEM 16H. ​ MINE SAFETY DISCLOSURE ​ 109 ITEM 16I. ​ DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ​ 109 ITEM 16J . ​ INSIDER TRADING POLICIES ​ 110 ITEM 16K . ​ CYBERSECURITY ​ 110 ​ ​ ​ ​ ​ PART III ​ ​ ​ 111 ITEM 17. ​ FINANCIAL STATEMENTS ​ 111 ITEM 18. ​ FINANCIAL STATEMENTS ​ 111 ITEM 19. ​ EXHIBITS ​ 112
PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable for annual reports on Form 20-F. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable for annual reports on Form 20-F. ITEM 3. KEY INFORMATION A. Selected Financial Data.
We are a Cayman Islands holding company. We are not a Chinese operating company, and do not conduct business operations directly in China. All China operations are conducted by our subsidiaries established in the People's Republic of China ("PRC"or"China") and in the Hong Kong Special Administrative Region of the People's Republic of China ("HKSAR"or"Hong Kong"), and by our contractual arrangements with variable interest entities, or "VIEs," and the VIEs' subsidiaries located in China. This structure involves unique risks to investors. The VIE structure provides contractual exposure to foreign investment in Chinese-based companies, pursuant to which U.S. GAAP accounting rules require us to consolidate such VIEs' financial results in our financial statements. VIE structures are generally used where Chinese law prohibits direct foreign investment in the operating companies. Investors may never directly hold equity interests in the Chinese operating companies. Unless otherwise stated, as used in this report and in the context of describing our operations and consolidated financial information, "we," "us," "Company,"or"our," refers to Recon Technology, Ltd, a Cayman Islands exempted limited company, together with our subsidiaries. "Our subsidiaries" refer to Recon Investment Ltd., Recon Hengda Technology (Beijing) Co. Ltd., Shandong Recon Renewable Resources Technology Co., Ltd. and Guangxi Recon Renewable Resources Co., Ltd. or Recon-IN, Recon-BJ, Recon-SD, and Recon-GX, respectively. "VIEs" refers to the PRC variable interest entities and their subsidiaries (Nanjing Recon Technology Co., Beijing BHD Petroleum Technology Co., Gan Su BHD Environmental Technology Co. Ltd, Huang Hua BHD Petroleum Equipment Manufacturing Co. Ltd., and Future Gas Station (Beijing) Technology, Ltd., or "Nanjing Recon," "BHD," "Gan Su BHD," "HH BHD," "Qing Hai BHD,"and"FGS" respectively). You are not investing in Nanjing Recon, BHD, Gan Su BHD, HH BHD, Qing Hai BHD, or FGS. Instead, we entered into certain contracts (the "VIE Agreements") dated April 1, 2019, which are used to provide investors exposure to foreign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in the operating companies. A wholly foreign-owned entity ("WFOE") is a limited liability company based in the People's Republic of China but wholly owned by foreign investors. In our instance, Recon-BJ is a WFOE wholly owned by us through our subsidiary, Recon-IN, a Hong Kong limited company. As a result of our direct ownership in the WFOE and the VIE Agreements, we are regarded as the primary beneficiary of the VIE for accounting purposes. It should also be noted that, on July 10, 2025, Recon-BJ re-signed a series of VIE agreements with BHD and Nanjing Recon, respectively. We mainly conduct our business through the VIEs, Nanjing Recon, BHD and their respective subsidiaries by means of Contractual Arrangements. Because we do not hold equity interests in the VIEs and their subsidiaries, we are subject to risks due to the uncertainty of the interpretation and application of the PRC laws and regulations regarding VIEs and the VIE structure, including but not limited to regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the contractual arrangements with the VIEs. We are also subject to the risk that the PRC government could disallow the VIE structure, which would likely result in a material change in our operations and as a result the value of Securities may depreciate significantly or become worthless. At the time of this filing, the Contractual Agreements have not been tested in a court of law. For U.S. GAAP purposes, each VIE has its own operating cash flow. Cash flow between our Company and the VIEs primarily consists of transfers from us to the VIEs for supplemental working capital, which is mainly used in purchase of materials and payment of operating expenses and investments. In addition, the VIEs occasionally make payments on our behalf when we experience a cash shortage. For the fiscal years ended June 30, 2026, 2025 and 2024, the net cash transferred from the Company to the VIEs was RMB 194,007,871, RMB 92,151,863 and RMB 84,211,565, respectively. There was no cash transferred from the VIEs to the Company or fees paid on behalf of the Company by the VIEs during the years ended June 30, 2026, 2025 and 2024. Neither we nor the VIEs have present plans to distribute earnings or settle amounts owed under the Contractual Agreements. Cash in the VIEs is expected to be retained for business growth and operation. No dividends or distributions have been declared for payment to us from our subsidiaries or the VIEs. No dividends or distributions were made to any U.S. investors.
We are also subject to legal and operational risks associated with being based in and having the majority of the Company's and VIEs' operations in China. These risks may result in a material change in our operations, or a complete hindrance of our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On July 10, 2021, the PRC State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments), which requires cyberspace operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Cybersecurity Review Measures, which came into effect on February 15, 2022. Furthermore, the Chinese education sector is going through a series of reforms and new laws and guidelines have been recently promulgated and released to regulate our industry. As of the date of this report, these new laws and guidelines have not impacted the Company's ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange because the Company and the VIEs are not involved in the education industry and do not maintain data of more than 1 million users; however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On February 24, 2023, the CSRC, together with Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing which was issued by the CSRC, National Administration of State Secrets Protection and National Archives Administration of China in 2009, or the Provisions. The revised Provisions is issued under the title the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, and came into effect on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding its application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, including but not limited to (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.
As advised by Jingtian&Gongcheng, our PRC counsel, as we completed our IPO and listing prior to September 30, 2023, we were not required to complete the filing procedures pursuant to the Trial Measures for our initial public offering. However, as we are planning to conduct further offerings in the U.S., we are now required to complete the filing procedures with the CSRC pursuant to the requirements of the Trial Measures. Based on the above and our understanding of the Chinese laws and regulations currently in effect as of the date of this report, we are not aware of any PRC laws or regulations in effect requiring that we obtain permission or approval from any PRC authorities for our subsidiaries or the VIE's operations and to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction
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Recon Technology, Ltd, 20-FSEC EDGAR dosya no 000110465926112415
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