PROSPECTUS
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239910
RECON TECHNOLOGY, LTD
2,591,112 Ordinary Shares underlying
Warrants
This prospectus relates
to the offer and resale of up to an aggregate of 2,591,112 Ordinary Shares of Recon Technology, Ltd (the “Company,”
“we,” “us” or “our”), par value $0.0925 per share (“Ordinary Shares”) issuable
upon exercise of warrants currently held by such Selling Shareholders as follows: (a) 911,112 Ordinary Shares issuable upon exercise
of certain amended and restated Ordinary Share purchase warrants issued on June 30, 2020 (the “Amended Warrants”) replacing
certain Ordinary Share purchase warrants issued on May 26, 2020 (the “Original Warrants”); and (b) 1,680,000 Ordinary
Shares issuable upon exercise of certain Ordinary Share purchase warrants issued on June 30, 2020 (the “New Warrants”,
and together with the Amended Warrants, the “Warrants”). The holders of the Warrants are each referred to herein as
a “Selling Shareholder” and collectively as the “Selling Shareholders.” Each of the Warrants is exercisable
for one Ordinary Share at an initial exercise price of $1.25 per share.
This prospectus also
covers any additional Ordinary Shares that may become issuable upon any anti-dilution adjustment pursuant to the terms of the Warrants
by reason of share splits, share dividends, subsequent equity sale and other events described therein.
The Selling Shareholders
identified in this prospectus, or their respective transferees, pledgees, donees or other successors-in-interest, may offer the
Warrants issuable from time to time upon exercise of the Warrants, through public or private transactions at prevailing market
prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods
of sale for the Warrants that may be used by the Selling Shareholders, see the section entitled “Plan of Distribution”
on page 10. For a list of the Selling Shareholders, see the section entitled “Selling Shareholders” on page 8.
The Selling Shareholders
may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders
may sell their Ordinary Shares hereunder following the effective date of this registration statement.
We are registering
the Ordinary Shares underlying the Warrants on behalf of the Selling Shareholders, to be offered and sold by them from time to
time. While we will not receive any proceeds from the sale of the Ordinary Shares underlying the Warrants, we may receive up to
$1.25 per share upon the cash exercise of each of the Warrants. However, we cannot predict whether, when or in what amounts the
Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not
receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Warrants.
The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and
similar expenses, if any, incurred for the sale the Warrants.
Our Ordinary Shares
are listed on the Nasdaq Capital Market under the symbol “RCON.” On July 15, 2020, the last reported sale price of
our Ordinary Shares on the Nasdaq Capital Market was $1.12 per share. The applicable prospectus supplement will contain information,
where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered
by the prospectus supplement.
Investing in our
securities involves a high degree of risk. See “Risk Factors” on page 7 of this prospectus and in the documents incorporated
by reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing prospectus and other
future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for
a discussion of the factors you should consider carefully before deciding to purchase our securities.
This prospectus describes the general manner
in which the Ordinary Shares under the Warrants may be offered and sold. If necessary, the specific manner in which the Ordinary
Shares under the Warrants may be offered and sold will be described in a supplement to this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
September 4, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus describes
the general manner in which the Selling Shareholders may offer from time to time up to an aggregate of 2,591,112 Ordinary Shares
issuable upon the exercise of the Warrants. You should rely only on the information contained in this prospectus and the related
exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred
you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus,
any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase,
the Ordinary Shares offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from
any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should
not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information
we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is accurate as of any date other
than the date on the front cover of the applicable document.
If necessary, the specific
manner in which the Ordinary Shares may be offered and sold will be described in a supplement to this prospectus, which supplement
may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the
information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement,
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-for
example, a document incorporated by reference in this prospectus or any prospectus supplement-the statement in the document having
the later date modifies or supersedes the earlier statement.
Neither the delivery
of this prospectus nor any distribution of Ordinary Shares pursuant to this prospectus shall, under any circumstances, create any
implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in
our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have
changed since such date.
As permitted by SEC
rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained
in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its
offices described below under “Where You Can Find More Information.”
Unless the context
otherwise requires, all references in this prospectus to “Recon,” “we,” “us,” “our,”
“the Company” or similar words refer to Recon Technology, Ltd, together with our subsidiaries.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements
of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial
items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed
new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s
beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. The words
“believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,”
“may,” “could,” “should,” “potential,” “likely,” “projects,”
“continue,” “will,” and “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our
current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. We cannot guarantee
that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements and you should
not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ
materially from those indicated or implied by forward-looking statements. These important factors include those discussed under
the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus
supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors and the
other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements
whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
OUR BUSINESS
Our Company - Overview
We are a provider of
hardware, software, and on-site services to companies in the petroleum mining and extraction industry in China (“PRC”).
We provide services designed to automate and enhance the extraction of petroleum. To this end, we control by contract the PRC companies
of BHD and Nanjing Recon (collectively, the “Domestic Companies”).
We believe that one
of the most important advancements in China’s petroleum industry has been the automation of significant segments of the exploration
and extraction process. The Domestic Companies’ and our automation products and services allow petroleum mining and extraction
companies to reduce their labor requirements and improve the productivity of oilfields. The Domestic Companies’ and our solutions
allow our customers to locate productive oilfields more easily and accurately, improve control over the extraction process, increase
oil yield efficiency in tertiary stage oil recovery, and improve the transportation of crude oil.
Our principal executive
offices are located at Room 1902, Building C, King Long International Mansion, No. 9 Fulin Road, Beijing, 100107, People’s
Republic of China. Our telephone number at this address is +86 (10)8494-5799. Our Ordinary Shares are traded on the NASDAQ Capital
Market under the symbol “RCON.”
Our Internet website,
www.recon.cn, provides a variety of information about our Company. We do not incorporate by reference into this prospectus the
information on, or accessible through, our website, and you should not consider it as part of this prospectus. Our annual reports
on Form 20-F and current reports on Form 6-K filed with the United States Securities and Exchange Commission (the “SEC”)
are available, as soon as practicable after filing, at the investors’ page on our corporate website, or by a direct link
to its filings on the SEC’s free website.
History and Development of the Company
The Company was incorporated
under the laws of the Cayman Islands on August 21, 2007 by Mr. Yin Shenping, Mr. Chen Guangqiang and Mr. Li Hongqi (the “Founders”)
as a company with limited liability. We provide oilfield specialized equipment, automation systems, tools, chemicals and field
services to petroleum companies mainly in the People’s Republic of China (the “PRC”). The Company’s wholly
owned subsidiary, Recon Technology Co., Limited (“Recon-HK”) was incorporated on September 6, 2007 in Hong Kong. On
November 15, 2007, Recon-HK established one wholly owned subsidiary, Jining Recon Technology Ltd. (“Recon-JN”) under
the laws of the PRC, which was later dissolved on April 10, 2019 as part of our previously disclosed organizational restructuring.
Recon-HK does not own any assets or conduct any operations and was dissolved on May 15, 2020. On November 19, 2010, the Company
established another wholly owned subsidiary, Recon Investment Ltd. (“Recon-IN”) under the laws of HK. On January 18,
2014, Recon-IN established one wholly owned subsidiary, Recon Hengda Technology (Beijing) Co., Ltd. (“Recon-BJ”) under
the laws of the PRC. Other than the equity interest in Recon-BJ, Recon-IN does not own any assets or conduct any operations.
We conduct our business
through the following PRC legal entities that are consolidated as variable interest entities (“VIEs”) and operate in
the Chinese oilfield equipment & service industry and energy industry:
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1.
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Beijing BHD Petroleum Technology Co., Ltd. (“BHD”), and
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2.
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Nanjing Recon Technology Co., Ltd. (“Nanjing Recon”).
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Chinese laws and regulations
currently do not prohibit or restrict foreign ownership in petroleum businesses. However, Chinese laws and regulations do prevent
direct foreign investment in certain industries. On January 1, 2008, to protect our shareholders from possible future foreign ownership
restrictions, the Founders, who also held the controlling interest of BHD and Nanjing Recon, reorganized the corporate and shareholding
structure of these entities by entering into certain exclusive agreements with Recon-JN, which entitled Recon-JN to receive a majority
of the residual returns. On May 29, 2009 Recon-JN and BHD and Nanjing Recon entered into an operating agreement to provide full
guarantee for the performance of such contracts, agreements or transactions entered into by BHD and Nanjing Recon. As a result
of the new agreement, Recon-JN absorbed 100% of the expected losses and received 90% of the expected net income of BHD and Nanjing
Recon, which resulted in Recon-JN being the primary beneficiary of these Companies.
Recon-JN also entered
into Share Pledge Agreements with the Founders, who pledged all their equity interest in these entities to Recon-JN. The Share
Pledge Agreements, which were entered into by each Founder, pledged each of the Founders’ equity interest in BHD and Nanjing
Recon as a guarantee for the service payment under the Service Agreement.
The Service Agreement
entered into on January 1, 2008, between Recon-JN and BHD and Nanjing Recon, obligated Recon-JN to provide technical consulting
services to BHD and Nanjing Recon in exchange for 90% of their annual net income as a service fee.
In addition, Recon-HK
entered into Option Agreements to allow Recon-HK to acquire the Founders’ interest in these entities if or when permitted
by the PRC laws.
Based on these exclusive
agreements, we consolidated BHD and Nanjing Recon as VIEs as required by Accounting Standards Codification (“ASC”)
Topic 810, Consolidation because we were the primary beneficiary of the VIEs. Management performed an ongoing reassessment of whether
Recon-JN was the primary beneficiary of BHD and Nanjing Recon.
On April 1, 2019, as
part of our planned organizational restructuring, Recon-BJ entered into a series of VIE agreements with BHD and Nanjing Recon,
respectively, under the same terms and conditions as that of the VIE agreements previously entered into by Recon-JN. As a result,
the VIEs were effectively transferred from Recon-JN to Recon-BJ. Accordingly, Recon-BJ bears all the economic risk of losses and
receives 90% of the expected profits of BHD and Nanjing Recon, and consequently becomes the primary beneficiary of the VIEs. As
part of the plan of reorganization, Recon-JN was dissolved on April 10, 2019.
On August 28, 2000,
a founder of the Company purchased a controlling interest in BHD which was organized under the laws of the PRC on June 29, 1999.
Through December 15, 2010, the Founders held a 67.5% ownership interest in BHD. From December 16, 2010 to June 30, 2012, Messrs.
Yin Shenping and Chen Guangqiang held an 86.24% ownership interest of BHD. From June 30, 2012 to June 30, 2019, Mr. Chen Guangqiang
continued to devote his personal patent to BHD and increased his ownership interest of BHD. As of the date of this report, Messrs.
Yin Shenping and Chen Guangqiang collectively hold a 91.62% ownership interest of BHD. BHD is combined with the Company through
the date of the exclusive agreements, and has been consolidated following January 1, 2008, the date of the agreements based on
ASC Topic 810. The Company allocates net income 90% and 100%, respectively, based upon the control agreements. Profits allocated
to the minority interest are the remaining amount (10%).
On July 4, 2003, Nanjing
Recon was organized under the laws of the PRC. On August 27, 2007, the Founders of the Company purchased a majority ownership of
Nanjing Recon from a related party who was a majority owner of Nanjing Recon. Through December 15, 2010, the Founders held 80%
ownership interest in Nanjing Recon. From December 16, 2010 to June 30, 2012, Messrs. Yin Shenping and Chen Guangqiang held 80%
ownership interest of Nanjing Recon. Nanjing Recon is combined with the Company through the date of the exclusive agreements, and
is consolidated following January 1, 2008, the date of the agreements based on ASC Topic 810. The Company allocates net income
90% and 100%, respectively, based upon the control agreements. Profits allocated to the non-controlling interest are the remaining
amount (10%).
On January 29, 2015,
we increased our authorized shares from 25,000,000 to 100,000,000 Ordinary Shares.
BHD, one VIE, controls
following subsidiaries:
On December 17, 2015,
Huang Hua BHD Petroleum Equipment Manufacturing Co. LTD (“HH BHD”), a fully owned subsidiary established by BHD was
organized under the laws of the PRC.
On May 23, 2017, Gan
Su BHD Environmental Technology Co., Ltd (“Gan Su BHD”) was established by BHD and another investor under the laws
of the PRC, with registered capital of ¥50 million. It is focusing on oilfield sewage treatment and oily sludge disposal projects.
As of June 30, 2019, BHD had invested a total of ¥9.3 million Gan Su BHD. The paid in capital was ¥15.48 million ($2.31
million) as of June 30, 2019. Based on its revised chapter dated August 11, 2017, BHD owns an interest of 51% of Gan Su BHD.
On October 16, 2017,
Qing Hai BHD New Energy Technology Co., Ltd. (“Qinghai BHD”) was established by BHD and a few other investors under
the laws of the PRC, with registered capital of ¥50 million. It is focusing on design and production and sales of solar energy
heating furnaces. As of June 30, 2019, BHD had invested a total of ¥2.3 million to Qinghai BHD. The paid in capital was ¥4.2
million ($0.63 million) as of June 30, 2019. BHD owns an interest of 55% of Qinghai BHD.
As the energy consumption
market opened to private and foreign companies, and online payment technology developed, we began to invest in the downstream of
the oil industry. On December 15, 2017, we, through our VIEs, BHD and Nanjing Recon, entered into a subscription agreement with
Future Gas Station (Beijing) Technology, Ltd (“FGS”), pursuant to which we acquired an 8% equity interest in FGS. Established
in January 2016, FGS is a service company focusing on providing new technical applications and data operations to gas stations
and provides solutions to gas stations to improve their operations and their customers’ experience. On August 21, 2018, we
entered into an investment agreement and a supplemental agreement (collectively, the “Investment Agreement”) with FGS
and the other shareholders of FGS. Pursuant to the Investment Agreement, our ownership interest in FGS shall increase from 8% to
43%, in exchange for our investment in GFS for a total amount of RMB 10 million in cash and the issuance of 2,435,284 restricted
Ordinary Shares to the other shareholders of FGS with certain conditions. As of June 30, 2019, we have invested an aggregate amount
of RMB 35,116,707 ($5,113,984) in FGS and issued 2,435,284 restricted shares in total to other shareholders of FGS, and our ownership
interest in FGS has increased to 43%.
Business Overview
General
We believe that one
of the most important advancements in China’s petroleum industry has been the automation of significant segments of the exploration
and extraction process. The Domestic Companies’ and our automation products and services allow petroleum mining and extraction
companies to reduce their labor requirements and improve the productivity of oilfields. The Domestic Companies’ and our solutions
allow our customers to locate productive oilfields more easily and accurately, improve control over the extraction process, increase
oil yield efficiency in tertiary stage oil recovery, and improve the transportation of crude oil.
For the most recent
few years, our capacity to provide integrated services has been a significant factor for long-term development. We treat simulation
measures around fracturing as our entry point for our integrated service model. To date, we have formed new business modules through
our own R&D, investment in service-team building and developed an integrated services solution for stimulation.
Market Background
China is the world’s
second-largest consumer of petroleum products, largest importer of petroleum and fourth-largest producer of petroleum. In the last
twenty years, China’s demand for oil has more than tripled, while its production of oil has only modestly increased. China
became a net importer of petroleum in 1983, and, since then, oil production in China has been focused on meeting the country’s
domestic oil consumption requirements. The oil industry in China is dominated by three state-owned holding companies: China National
Petroleum Corporation (“CNPC”), China Petroleum and Chemical Corporation (“Sinopec”) and China National
Offshore Oil Corporation (“CNOOC”). Foreign companies have also been deeply involved in China’s petroleum industry;
however, according to Chinese law, China’s national oil companies still take a majority (or minority) stake in any commercial
discovery. As a result, the number of major foreign companies involved in the industry is relatively limited in domestic China.
In the past, China’s
petroleum companies mined for petroleum by leveraging the country’s abundance of inexpensive labor, rather than focusing
on developing new technologies. For example, a typical, traditional oilfield with an annual capacity of 1,000,000 tons would require
between 10,000 and 20,000 laborers. By contrast, when Baker CAC automated oil production products were employed in the mid-1990s
to explore and automate Cainan Oilfield, a desert oilfield in Xinjiang, annual capacity for the field reached 1,500,000 tons, with
only 400 employees needed to manage the oilfield. After the introduction of Baker CAC’s products into China’s petroleum
industry, Chinese companies have also sought to provide automation solutions.
In the primary oil
recovery stage, oil pressure in an oil reservoir may be high enough to force oil to the surface. Approximately 20% of oil may
be harvested at this stage. The secondary oil recovery stage accounts for another 5% to 15% of oil recovery and involves such
efforts as pumps to extract petroleum and the injection of water, natural gas, carbon dioxide or other gasses into the oil reservoir
to force oil to the surface. Most oilfields in China have now entered into the tertiary stage of oil recovery, at which oil extraction
becomes increasingly difficult and inefficient. Tertiary recovery generally focuses on decreasing oil viscosity to make extraction
easier and accounts for between 5% and 15% of oil recovery. Our efforts in tertiary recovery focus on reducing water content in
crude oil in order to make extraction more efficient and to improve the overall production of wells through advanced technologies
and effective managing tools and approaches.
Products and Services
We have historically
provided products and services mainly to oil and gas field companies, which focus on the development and production of oil and
natural gas. Our products and services described below correlate to the numbered stages of the oilfield production system graphical
expression shown below.
The following list
shows our products and services. The first three items are covered by our (1) automation product and software segment and (2) equipment
and accessories segment. The last item is covered by our oilfield environmental protection segment.
Equipment for
Oil and Gas Production and Transportation
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High-Efficiency Heating Furnaces (as shown above by process “3”). Crude petroleum contains certain impurities that must be removed before the petroleum can be sold, including water and natural gas. To remove the impurities and to prevent solidification and blockage in transport pipes, companies employ heating furnaces. BHD researched, developed and implemented a new oilfield furnace that is advanced, highly automated, reliable, easily operable, safe and highly heat-efficient (90% efficiency).
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Burner (as shown above by process “5”). We serve as an agent for the Unigas Burner which is designed and manufactured by UNIGAS, a European burning equipment production company. The burner we provide has the following characteristics: high degree of automation; energy conservation; high turn-down ratio; high security and environmental safety.
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Oil and Gas Production
Improvement Techniques
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Packers of Fracturing. This utility model is used concertedly with the security joint, hydraulic anchor, and slide bushing of sand spray in the well. It is used for easy seat sealing and sand-uptake prevention. The utility model reduces desilting volume and prevents sand uptake which makes the deblocking processes easier to realize. The back flushing is sand-stick proof.
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Production Packer. According to different withdraw points, the production packer separates different oil layers, and protects the oil pipe from sand and permeability, so as to promote the recovery ratio.
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Sand Prevention in Oil and Water Well. This technique processes additives that are resistant to elevated temperatures into “resin sand” which is transported to the bottom of the well via carrying fluid. The “resin sand” goes through the borehole, piling up and compacting at the borehole and oil vacancy layer. An artificial borehole wall is then formed, functioning as a means of sand prevention. This sand prevention technique has been adapted to more than 100 wells, including heavy oil wells, light oil wells, water wells and gas wells, with a 100% success rate and a 98% effective rate.
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Water Locating and Plugging Technique. High water cut affects the normal production of oilfields. Previously, there was no sophisticated method for water locating and tubular column plugging in China. The mechanical water locating and tubular column plugging technique we have developed resolves the problem of high water cut wells. This technique conducts a self-sealing-test during multi-stage usage and is reliable to separate different production sets effectively. The water location switch forms a complete process by which the water locating and plugging can be finished in one trip. Our tubular column is adaptable to several oil drilling methods and is available for water locating and plugging in second and third class layers.
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Fissure Shaper. This is our proprietary product that is used along with a perforating gun to effectively increase perforation depth by between 46% and 80%, shape stratum fissures, improve stratum diversion capability and, as a result, improve our ability to locate oilfields and increase the output of oil wells.
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Fracture Acidizing. We inject acid to layers under pressure which can form or expand fissures. The treatment process of the acid is defined as fracture acidizing. The technique is mainly adapted to oil and gas wells that are blocked up relatively deeply, or the ones in the low permeable zones.
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Electronic Broken-down Service. This service resolves block-up and freezing problems by generating heat from the electric resistivity of the drive pipe and utilizing a loop tank composed of an oil pipe and a drive pipe. This technique saves energy and is environmentally friendly. It can increase the production of oilfields that are in the middle and later periods.
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Automation
System and Service
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Pumping Unit Controller. Refers to process “1” above. Functions as a monitor to the pumping unit, and also collects data for load, pressure, voltage, startup and shutdown control.
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RTU Used to Monitor Natural Gas Wells. Collects gas well pressure data.
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Wireless Dynamometer and Wireless Pressure Gauge. Refers to process “1” above. These products replace wired technology with cordless displacement sensor technology. They are easy to install and significantly reduce the working load associated with cable laying.
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Electric Multi-Way Valve for Oilfield Metering Station Flow Control. Refers to process “2” above. This multi-way valve is used before the test separator to replace the existing three valve manifolds. It facilitates the electronic control of the connection of the oil lead pipeline with the separator.
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Natural Gas Flow Computer System. Flow computer system used in natural gas stations and gas distribution stations to measure flow.
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Recon SCADA Oilfield Monitor and Data Acquisition System. Recon SCADA is a system which applies to the oil well, measurement station, and the union station for supervision and data collection.
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EPC Service of Pipeline SCADA System. A service technique for pipeline monitoring and data acquisition after crude oil transmission.
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EPC Service of Oil and Gas Wells SCADA System. A service technique for monitoring and data acquisition of oil wells and natural gas wells.
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EPC Service of Oilfield Video Surveillance and Control System. A video surveillance technique for controlling the oil and gas wellhead area and the measurement station area.
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Technique Service for “Digital Oilfield” Transformation. Includes engineering technique services such as oil and gas SCADA system, video surveillance and control system and communication systems.
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Beginning in 2017,
we began to provide automation services to other companies in the broader energy industry in China and also to provide the following
products and services beyond the oilfield production process:
Waste Water and
Oil Treatment Products and Services
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Oilfield sewage treatment. It is for oilfield waste water treatment solutions, related chemicals and onsite services customized to clients’ requirement. We have also developed our own designed equipment and aim to manufacture in the future.
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Oily sludge disposal (planned). This planned business line will provide engineering services of oily sludge disposal in Gan Su province.
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About
This Offering
This prospectus relates to the offer and
resale by the Selling Shareholders of an aggregate of 2,591,112 Ordinary Shares issuable upon the exercise of the Warrants. All
of the Ordinary Shares underlying the Warrants, when sold, will be sold by the Selling Shareholders. The Selling Shareholders may
sell the Ordinary Shares underlying the Warrants from time to time at prevailing market prices or at privately negotiated prices.
Ordinary Shares underlying Warrants Offered by the Selling Shareholders:
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2,591,112 Ordinary Shares.
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Ordinary Shares Outstanding at July 17, 2020:
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7,202,832(1)
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Use of Proceeds:
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While we will not receive any proceeds from the sale of the Ordinary Shares offered by this prospectus by the Selling Shareholders, we may receive cash proceeds of up to $3,238,890 from the cash exercise of the Warrants, as each of the Warrants has an exercise price of $1.25 per share and such Warrants are exercisable into an aggregate of 2,591,112 Ordinary Shares.
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Risk Factors:
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An investment in the Ordinary Shares offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section on page 7 and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.
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Nasdaq Symbol:
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RCON
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(1)
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The number of Ordinary
Shares outstanding prior to and that will be outstanding after this offering excludes all Ordinary Shares underlying warrants
outstanding or issuable.
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RISK FACTORS
Before you make a decision
to invest in our securities, you should consider carefully the risks described below. If any of the following events actually occur,
our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause
the trading price of our Ordinary Shares to decline and you may lose all or part of your investment. The risks described below
are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly
impair our business operations and could result in a complete loss of your investment.
You should also carefully
consider the risk factors set forth under “Risk Factors” described in our most recent annual report on Form 20-F,
filed on October 1, 2019, and our most recent prospectus supplement, filed on June 30, 2020 as supplemented and updated by any
subsequent prospectus and prospectus supplement that we have filed with the SEC, together with all other information contained
or incorporated by reference in this prospectus and any applicable prospectus supplement and in any related free writing prospectus
in connection with a specific offering, before making an investment decision. Each of the risk factors could materially and adversely
affect our business, operating results, financial condition and prospects, as well as the value of an investment in our securities,
and the occurrence of any of these risks might cause you to lose all or part of your investment.
RISKS RELATED TO THIS OFFERING
Future sales of
our Ordinary Shares may cause the prevailing market price of our shares to decrease.
The issuance and sale
of additional Ordinary Shares or securities convertible into or exercisable for Ordinary Shares could reduce the prevailing market
price for our Ordinary Shares as well as make future sales of equity securities by us less attractive or not feasible. The sale
of Ordinary Shares issued upon the exercise of our outstanding options could further dilute the holdings of our then existing shareholders.
There has been and
may continue to be significant volatility in the volume and price of our Ordinary Shares on the Nasdaq Capital Market.
The market price of
our Ordinary Shares has been and may continue to be highly volatile. Factors, including changes in the Chinese petroleum and energy
industry, changes in the Chinese economy, potential infringement of our intellectual property, competition, concerns about our
financial position, operations results, litigation, government regulation, developments or disputes relating to agreements, patents
or proprietary rights, may have a significant impact on the market volume and price of our stock. Unusual trading volume in our
shares occurs from time to time.
We have not paid
and do not intend to pay dividends on our Ordinary Shares. Investors in this offering may never obtain a return on their investment.
We have not paid dividends
on our ordinary since inception, and do not intend to pay any dividends on our Ordinary Shares in the foreseeable future. We intend
to reinvest earnings, if any, in the development and expansion of our business. Accordingly, you will need to rely on sales of
your Ordinary Shares after price appreciation, which may never occur, in order to realize a return on your investment.
RISKS RELATED TO THE CURRENT PANDEMIC
Public health epidemics
or outbreaks such as COVID-19 could adversely impact our business.
Our business, financial
condition and results of operations may be negatively impacted by risks related to natural disasters, extreme weather conditions,
health epidemics and other catastrophic incidents, such as the COVID-19 outbreak and spread, which could significantly disrupt
our operations. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. The COVID-19
outbreak and spread has caused lockdowns, quarantines, travel restrictions, and closures of businesses and schools.
In January 2020, the
World Health Organization declared the COVID-19 outbreak a global health emergency as the coronavirus outbreak continued to spread
beyond China. In compliance with the government health emergency rules in place, we temporarily closed our offices in varies provinces
in China and ceased production operations since Chinese New Year. We gradually resumed operation and production since February
10, 2020. During February and March 2020, our project performance was delayed due to compliance with government controls. Although
this did not reduce the demand for our services, it did result in a delay in the timeline for performance.
In addition, COVID-19
has caused severe disruptions in transportation, limited access to our facilities and limited support from workforce employed in
our operations, and as a result, we may experience the delays in provision of services to our customers. The extent to which the
coronavirus impacts our results for fiscal year 2020 will depend on certain future developments, including the duration and spread
of the outbreak, emerging information concerning the severity of the coronavirus and the actions taken by governments and private
businesses to attempt to contain the coronavirus, all of which is uncertain at this point.
SELLING SHAREHOLDERS
The table below lists
the Selling Shareholders and other information regarding the “beneficial ownership” of the Ordinary Shares by the Selling
Shareholders. In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
“beneficial ownership” includes any Ordinary Shares as to which the Selling Shareholders have sole or shared voting
power or investment power and any Ordinary Shares that the Selling Shareholders have the right to acquire within sixty (60) days
(including Ordinary Shares issuable upon exercise of warrants to purchase Ordinary Shares that are currently exercisable or exercisable
within sixty (60) days).
The second column indicates
the number of Ordinary Shares beneficially owned by the Selling Shareholders, based on their respective ownership as of July 17,
2020. The second column also assumes the exercise of all of the Warrants held by the Selling Shareholders as of July 17, 2020,
without regard to any limitations on exercise described in this prospectus or in the Warrants.
The third column lists
the Ordinary Shares being offered by this prospectus by the Selling Shareholders.
This prospectus covers
the resale of all of the Ordinary Shares issuable upon exercise of the Warrants that are held by the Selling Shareholders. The
Selling Shareholders can offer all, some or none of their Ordinary Shares, thus we have no way of determining the number of the
Ordinary Shares underlying Warrants that will be held after this offering. Therefore, the fourth and fifth columns assume that
the Selling Shareholders will sell all of the Ordinary Shares issuable upon exercise of the Warrants which are covered by this
prospectus. See “Plan of Distribution.”
|
|
Number of
Ordinary Shares Owned Prior to
Offering(1)
|
|
|
Maximum
Number of
Ordinary Shares
to be Sold
Pursuant to
this
Prospectus
|
|
|
Number of
Ordinary Shares
Owned After
Offering(1)
|
|
|
Percentage
Beneficially
Owned
After
Offering(1)
|
|
CVI Investments, Inc.(2)
|
|
|
620,000
|
|
|
|
620,000
|
|
|
|
0
|
|
|
|
0
|
%
|
L1 Capital Global Opportunities Master Fund(3)
|
|
|
686,667
|
|
|
|
686,667
|
|
|
|
0
|
|
|
|
0
|
|
Hudson Bay Master Fund Ltd.(4)
|
|
|
642,223
|
|
|
|
642,223
|
|
|
|
0
|
|
|
|
0
|
|
Intracoastal Capital LLC(5)
|
|
|
642,222
|
|
|
|
642,222
|
|
|
|
0
|
|
|
|
0
|
|
TOTAL
|
|
|
2,591,112
|
|
|
|
2,591,112
|
|
|
|
0
|
|
|
|
0
|
%
|
(1)
|
Includes Ordinary Shares owned by the Selling Shareholders upon full exercise of all Warrants to purchase Ordinary Shares that are held by the Selling Shareholders. The Warrants are each exercisable for one Ordinary Share at an exercise price of $1.25 per share.
|
|
|
(2)
|
Heights Capital Management, Inc. is the authorized agent of CVI Investments, Inc., or CVI, has discretionary authority to vote and dispose of the securities held by CVI and may be deemed to be the beneficial owner of these securities. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the securities held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the securities. The address of the principal business office of Heights Capital is 101 California Street, Suite 3250, San Francisco, California 94111.
|
|
|
(3)
|
David Feldman has voting and dispositive power over the securities owned by L1 Capital Global Opportunities Master Fund. The address of L1 Capital Global Opportunities Master Fund is 161A Shedden Road, 1 Artillery Court, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.
|
|
|
(4)
|
Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
|
|
|
(5)
|
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the securities reported herein that are held by Intracoastal.
|
Material Relationships with Selling
Shareholders
We have had the following
material relationships with the Selling Shareholders in the last three (3) years:
Registered Direct Offering
On May 21, 2020, the
Company and the Selling Shareholders entered into certain securities purchase agreement, pursuant to which the Company agreed to
sell to the Selling Shareholders an aggregate of 911,112 Ordinary Shares, par value $0.0925 per share in a registered direct offering
and the Original Warrants to purchase up to 911,112 Ordinary Shares in a concurrent private placement, for gross proceeds of approximately
$2.1 million (the “May Offering”). The May Offering closed on May 26, 2020, upon the satisfaction of all closing conditions.
On June 26, 2020, the
Company and the Selling Shareholders entered into certain securities purchase agreement, pursuant to which the Company agreed to
sell to the Selling Shareholders an aggregate of 1,680,000 Ordinary Shares, par value $0.0925 per share in a registered direct
offering, the Amended Warrants to purchase up to 911,112 Ordinary Shares and the New Warrants to purchase up to 1,680,000 Ordinary
Shares in a concurrent private placement, for gross proceeds of $2.1 million (the “June Offering”). The Amended Warrants
superseded and replaced in its entirety the Original Warrants issued on May 26, 2020. The June Offering closed on June 30, 2020,
upon the satisfaction of all closing conditions.
USE OF PROCEEDS
The Selling Shareholders
will receive all of the proceeds from the sale of Ordinary Shares under this prospectus. We will not receive any proceeds from
these sales. To the extent that we receive proceeds from the exercise of the Warrants, we will use those proceeds to pay for the
expenses of this offering and for working capital and other general corporate purposes. The Selling Shareholders will pay any agent’s
commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that they incur in disposing
of the Ordinary Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Ordinary
Shares covered by this prospectus and any prospectus supplement. These may include, without limitation, all registration and filing
fees, SEC filing fees and expenses of compliance with state securities or “blue sky” laws.
See “Plan of
Distribution” elsewhere in this prospectus for more information.
PLAN OF DISTRIBUTION
The Selling Shareholders
and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following
methods when selling securities:
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately negotiated transactions;
|
|
|
|
|
●
|
settlement of short sales;
|
|
|
|
|
●
|
in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;
|
|
|
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
|
|
●
|
a combination of any such methods of sale; or
|
|
|
|
|
●
|
any other method permitted pursuant to applicable law.
|
The Selling Shareholders
may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged
by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.
In connection with
the sale of the securities covered hereby, the Selling Shareholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The Selling Shareholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. We are requesting that each Selling Shareholder inform us that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred
by us incident to the registration of the securities.
Because the Selling
Shareholders may be deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject to
the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. We are requesting that each Selling Shareholder confirm that there is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale securities by the Selling Shareholder.
We intend to keep this
prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of the Ordinary Shares by the Selling Shareholders or any other person. We will make copies of this prospectus available
to the Selling Shareholders and are informing the Selling Shareholders of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
Kaufman & Canoles,
P.C., Richmond, Virginia is acting as counsel to our company regarding U.S. securities law matters. The validity of the securities
being offered herein is being passed upon for us by Campbells, Grand Cayman, Cayman Islands. If legal matters in connection with
offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers or agents, such counsel will be
named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The financial statements
incorporated by reference in this prospectus for the year ended June 30, 2019 have been audited by Friedman LLP, an independent
registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference,
and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
FINANCIAL INFORMATION
The financial statements
for the year ended June 30, 2019 and 2018 are included in our Annual Report on Form 20-F, which are incorporated by reference into
this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus the information we file with the SEC. This means that we can disclose
important information to you by referring you to those documents. Any statement contained in a document incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes
such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We hereby incorporate
by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
|
(1)
|
the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2019, filed with the SEC on October 1, 2019;
|
|
|
|
|
(2)
|
the Company’s Current Reports on Form 6-K, filed with the SEC on November 5, 2019, December 3, 2019, December 10, 2019, December 26, 2019, January 15, 2020, January 17, 2020, March 18, 2020, March 27, 2020, May 26, 2020, June 23, 2020 and June 30, 2020;
|
|
|
|
|
(3)
|
the description of our Ordinary Shares contained in our registration statement on Form 8-A filed on July 15, 2009 and as it may be further amended from time to time; and
|
All documents that
we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current Report on
Form 6-K, so long as they state that they are incorporated by reference into this prospectus,
and other than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing
date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement
and (ii) after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference
in this prospectus from the date of filing of the documents, unless we specifically provide otherwise. Information that we file
with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that any information
contained in any Current Report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such
information or exhibit is specifically not incorporated by reference.
You may obtain a copy
of these filings, without charge, by writing or calling us at:
Recon Technology, Ltd
Room 1902, Building C, King Long International
Mansion
No. 9 Fulin Road
Beijing, 100107
People’s Republic of China
+86 (10) 8494-5799
Attn: Investor Relations
You should rely only
on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front page of those documents.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration
statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the Ordinary
Shares and warrants offered by this prospectus. This prospectus is part of that registration statement and does not contain all
the information included in the registration statement.
For further information
with respect to our Ordinary Shares, warrants and us, you should refer to the registration statement, its exhibits and the material
incorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations of the
Securities and Exchange Commission. Statements made in this prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed
as an exhibit to the registration statement, and these statements are hereby qualified in their entirety by reference to the contract
or document.
The registration statement
may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024,
Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional Offices at the Commission located in the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New York 10279. Copies of
those filings can be obtained from the Commission’s Public Reference Section, Judiciary Plaza, 100 F Fifth Street, N.E.,
Washington, D.C. 20549 at prescribed rates and may also be obtained from the web site that the Securities and Exchange Commission
maintains at http://www.sec.gov. You may also call the Commission at 1-800-SEC-0330 for more information. We file annual, quarterly
and current reports and other information with the Securities and Exchange Commission. You may read and copy any reports, statements
or other information on file at the Commission’s public reference room in Washington, D.C. You can request copies of those
documents upon payment of a duplicating fee, by writing to the Securities and Exchange Commission.
ENFORCEABILITY OF CIVIL LIABILITIES
We are registered under
the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of
certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective
judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional
and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States
and provides protections for investors to a lesser extent. In addition, Cayman Islands companies may not have standing to sue before
the federal courts of the United States.
Substantially all of
our assets are located outside the United States. In addition, a majority of our directors and officers are nationals and/or residents
of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the
United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or
such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any state thereof.
We have appointed C
T Corporation System (28 Liberty St. New York, NY 10005) as our agent to receive service of process with respect to any action
brought against us in the United States District Court for the Southern District of New York under the federal securities laws
of the United States or under the securities laws of the State of New York.
We have been advised
by Campbells, our counsel as to Cayman Islands law, that the United States and the Cayman Islands do not have a treaty providing
for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that
a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability,
whether or not predicated solely upon the U.S. federal securities laws, is unlikely to be enforceable in the Cayman Islands. We
have also been advised by Campbells that a final and conclusive judgment obtained in U.S. federal or state courts under which a
sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges
of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the
subject of an action on a debt in the court of the Cayman Islands under the common law doctrine of obligation. A Cayman Islands
court may impose civil liability on us or our directors or officers in a suit brought in the Cayman Islands against us or these
persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding any violation constitute
or give rise to a cause of action under Cayman Islands law.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
RECON TECHNOLOGY, LTD
2,591,112 Ordinary Shares underlying
Warrants
PROSPECTUS
September 3, 2020
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