What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2015-05-15 compared with 2015-02-13 · 522 added, 479 removed, 679 unchanged (60% of the section changed)

1 unchanged sentence

The following exhibits are filed herewith:

Amended and Restated

Articles of Association of the Registrant (1)

Amended and Restated

Memorandum of Association of the Registrant (1)

Amended and Restated Articles of Association

of the Registrant (1)

Amended and Restated Memorandum of

Association of the Registrant (1)

Specimen Share Certificate (1)

Translation of Exclusive

Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.

and Beijing BHD Petroleum Technology Co.,

Translation of Power

of Attorney for rights of Chen Guangqiang in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Power

of Attorney for rights of Yin Shenping in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Power

of Attorney for rights of Li Hongqi in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Yin Shenping and Beijing BHD Petroleum Technology

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Li Hongqi and Beijing BHD Petroleum Technology

Translation of Equity

Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology

Translation of Equity

Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co.,

Translation of Equity

Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co.,

Translation of Exclusive

Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.

and Jining ENI Energy Technology Co., Ltd.

Translation of Power

of Attorney for rights of Chen Guangqiang in Jining ENI Energy Technology Co., Ltd.

Translation of Power

of Attorney for rights of Yin Shenping in Jining ENI Energy Technology Co., Ltd.

Translation of Power

of Attorney for rights of Li Hongqi in Jining ENI Energy Technology Co., Ltd.

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Chen Guangqiang and Jining ENI Energy Technology

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Yin Shenping and Jining ENI Energy Technology

Translation of Exclusive

Equity Interest Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Li Hongqi and Jining ENI Energy Technology

Translation of Exclusive Technical

Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.

and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Power of Attorney for

rights of Chen Guangqiang in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Power of Attorney for

rights of Yin Shenping in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Power of Attorney for

rights of Li Hongqi in Beijing BHD Petroleum Technology Co., Ltd.

Translation of Exclusive Equity Interest

Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Exclusive Equity Interest

Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Exclusive Equity Interest

Purchase Agreement between Recon Technology (Jining) Co.

Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Equity Interest

Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Jining ENI Energy Technology Co., Ltd.

Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Equity Interest Pledge

Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Jining ENI Energy Technology Co., Ltd.

Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Equity Interest Pledge

Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Jining ENI Energy Technology Co., Ltd.

Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.

Translation of Exclusive Technical

16 unchanged sentences

Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.

Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.

Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.

Employment Agreement between Recon Technology (Jining) Co., Ltd.

Translation of Equity Interest Pledge

Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.

Translation of Equity Interest Pledge

Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd.

Translation of Equity Interest

Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.

Employment Agreement between Recon

Technology (Jining) Co., Ltd.

Yin Shenping (1)

Employment Agreement between Recon Technology (Jining) Co., Ltd.

Employment Agreement between Recon

Technology (Jining) Co., Ltd.

Chen Guangqiang (1)

Employment Agreement between Recon Technology (Jining) Co., Ltd.

Li Hongqi (1)

Operating Agreement among Recon Technology (Jining) Co.

Operating Agreement among Recon Technology

Ltd., Nanjing Recon Technology Co., Ltd.

2 unchanged sentences

Li Hongqi (1)

Operating Agreement among Recon Technology (Jining) Co.

Operating Agreement among Recon Technology

Ltd., Jining ENI Energy Technology Co., Ltd., and Mr.

2 unchanged sentences

Li Hongqi (1)

Operating Agreement among Recon Technology (Jining) Co.

Operating Agreement among Recon Technology

Ltd., Beijing BHD and Mr.

2 unchanged sentences

Li Hongqi (1)

Form of Warrant Exchange Agreement by and among the Company and certain warrant holders dated February 13, 2015.(3)

Form of Warrant Exchange Agreement dated February 13, 2015 Incorporated by reference to

Exhibit 10.36 to the Company’s Form 10-Q for quarter ended December 31, 2014 filed on February 13, 2015

Placement Agent Warrant Exchange Agreement dated April 15, 2015 (3)

Subsidiaries of the Registrant (2)

Stock Option Plan (1)

Code of Business Conduct

and Ethics (1)

Code of Business Conduct and Ethics

Certifications pursuant to Rule 13a-14(a)

12 unchanged sentences

XBRL Taxonomy Extension Definition Linkbase Document (3)

Incorporated by reference to the Company’s

Registration Statement on Form S-1, Registration No.

Incorporated by reference to the Company’s Registration Statement

on Form S-1, Registration No.

Incorporated by reference to the Company’s Quarterly Report

3 unchanged sentences

the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RECON TECHNOLOGY, LTD

February 13, 2015

RECON TECHNOLOGY,

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial and Accounting

In accordance with the requirements of

the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RECON TECHNOLOGY, LTD

February 13, 2015

/s/ Yin Shen ping

RECON TECHNOLOGY,

Yin Shen ping

2 unchanged sentences

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2014

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the six and three months ended December 31, 2013 and 2014

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2013 and 2014

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2014 and March 31, 2015

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine and three months ended March 31, 2014 and 2015

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2014 and 2015

Notes to Unaudited Condensed Consolidated Financial Statements

RECON TECHNOLOGY,

condensed Consolidated Balance Sheets

Consolidated Balance Sheets

As of June 30,

As of December 31,

As of March 31,

Current assets

14 unchanged sentences

Long-term trade accounts receivable, net

Long-term trade accounts receivable-related party, net

Long-term trade accounts receivable - related parties, net

Long-term other receivable

16 unchanged sentences

Common stock, ($ 0.0185 U.S.

dollar par value, 25,000,000 shares authorized;

4,717,336 and 4,726,711 shares issued and outstanding as of June 30, 2014 and December 31, 2014, respectively)

dollar par value,25,000,000 and 100,000,000 shares authorized as of June 30,2014 and March 31, 2015, respectively;

4,717,336 and 5,022,436 shares issued and outstanding as of June 30, 2014 and March 31, 2015, respectively)

Additional paid-in capital

5 unchanged sentences

Total Liabilities and Equity

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

RECON TECHNOLOGY,

condensed Consolidated Statements of OPERATIONS and

Comprehensive Income

For the six months ended

For the three months ended

Consolidated Statements of OPERATIONS and Comprehensive Income (LOSS)

For the nine months ended

For the three months

Hardware and software

9 unchanged sentences

Operating expenses

Income (loss) from operations

Income (loss) from

Other income (expenses)

5 unchanged sentences

Loss from foreign currency exchange

Loss from warrant redemptions

Other expense

Income before income tax

Provision for income tax

Net income attributable to non-controlling interest

Net Income attributable to Recon Technology, Ltd

Comprehensive income

Income (loss) before income tax

Provision (benefit) for income tax

Net Income (loss)

Net income attributable to non-controlling

Net Income (loss)

attributable to Recon Technology, Ltd

Comprehensive income (loss)

Net income (loss)

Foreign currency translation adjustment

Comprehensive income

Comprehensive income attributable to non-controlling interest

Comprehensive income attributable to Recon Technology, Ltd

Earnings per common share - basic

Earnings per common share - diluted

Comprehensive income (loss)

Comprehensive income attributable to

non-controlling interest

Comprehensive

income (loss) attributable to Recon Technology, Ltd

Earnings (loss)

per common share - basic

Earnings (loss)

per common share - diluted

Weighted - average shares -basic

Weighted - average shares -diluted

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

RECON TECHNOLOGY,

condensed Consolidated Statements of Cash Flows

For six months ended December 31,

Consolidated Statements of Cash Flows

For the nine months ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Gain from disposal of equipment

(Gain)/loss from disposal of equipment

Provision for doubtful accounts

4 unchanged sentences

Restricted shares issued for services

Loss from warrants redemption

Changes in operating assets and liabilities:

2 unchanged sentences

(17,127,239 )

(29,115,292 )

Trade accounts receivable-related parties

9 unchanged sentences

Other payables-related parties

Deferred income

Deferred revenue

Advances from customers

4 unchanged sentences

(15,283,478 )

(16,219,350 )

Cash flows from investing activities:

5 unchanged sentences

Repayments of short-term bank loans

(12,870,000 )

Proceeds from short-term borrowings-related parties

4 unchanged sentences

Effect of exchange rate fluctuation on cash and cash equivalents

Net ncrease (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

(13,428,717 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash

equivalents at beginning of period

Cash and cash

equivalents at end of period

Supplemental cash flow information

2 unchanged sentences

Non-cash investing and financing activities

Cancelation of prior issuance of 40,625 shares of common stock for professional services

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cancelation of prior issuance of 40,625 shares of common stock for Advisoring services

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF OPERATIONS

18 unchanged sentences

The Company conducts its business through

the following PRC legal entities that were consolidated as variable interest entities (“VIEs”) and operate in the Chinese

oilfield equipment & service industry:

Beijing BHD Petroleum Technology Co., Ltd.

the following PRC legal entities that were consolidated as variable interest entities (“VIEs”) and operate in the

Chinese oilfield equipment & service industry:

BHD Petroleum Technology Co., Ltd.

(“BHD”), and

Nanjing Recon Technology Co., Ltd.

Recon Technology Co., Ltd.

(“Nanjing Recon”).

On January 29, 2015, the Company increased its authorized shares

from 25,000,000 to 100,000,000 ordinary shares.

Nature of Operations –

Company engaged in (1) providing equipment, tools and other hardware related to oilfield production and management, including simple

installations in connection with some projects;

(2) service to improve production and efficiency of exploited oil wells, and (3)

developing and selling its own specialized industrial automation control and information solutions.

The products and services provided

by the Company include:

Company engaged in (1) providing equipment, tools and other hardware related to oilfield production and management, including

simple installations in connection with some projects;

(2) service to improve production and efficiency of exploited oil wells,

and (3) developing and selling its own specialized industrial automation control and information solutions.

The products and services

provided by the Company include:

High-Efficiency Heating Furnaces -

3 unchanged sentences

the petroleum can be sold.

Multi-Purpose Fissure Shaper - Multipurpose

fissure shapers improve the extractors’

ability to test for and extract petroleum which requires perforation into the earth

before any petroleum extractor can test for the presence of oil.

Multi-Purpose Fissure Shaper -

Multipurpose fissure shapers improve the extractors’

ability to test for and extract petroleum which requires perforation

into the earth before any petroleum extractor can test for the presence of oil.

Horizontal Multistage Fracturing related

13 unchanged sentences

Basis of Presentation -

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting

principles generally accepted in the United States of America for interim financial information pursuant to the rules of the

SEC and have been consistently applied.

In the opinion of the management, all adjustments (consisting only normal recurring

accruals) considered necessary for a fair presentation have been included.

These financial statements should be read in

conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal

year ended June 30, 2014.

The results of operations for the interim periods presented may not be indicative of the

operating results to be expected for the Company’s fiscal year ending June 30, 2015.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles

generally accepted in the United States of America for interim financial information pursuant to the rules of the SEC and have

been consistently applied.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered

necessary for a fair presentation have been included.

These financial statements should be read in conjunction with the audited

financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2014.

The results of operations for the interim periods presented may not be indicative of the operating results to be expected for

the Company’s fiscal year ending June 30, 2015.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Variable Interest Entities - A

8 unchanged sentences

a VIE and whether an entity previous identified as a VIE continues to be a VIE and whether we continue to be the primary beneficiary.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Assets recognized as a result of consolidating

5 unchanged sentences

have been expressed in Chinese Yuan.

The statements as of and for the six months period ended December 31, 2014 have been translated

The statements as of and for the nine months period ended March 31, 2015 have been translated

into United States dollars (“U.S.

1 unchanged sentence

The translation has been made

at the rate of ¥6.1385 = US$1.00, the approximate exchange rate prevailing on December 31, 2014.

at the rate of ¥6.1091 = US$1.00, the approximate exchange rate prevailing on March 31, 2015.

These translated U.S.

2 unchanged sentences

The preparation of the consolidated financial statements in conformity with U.S.

GAAP requires that management make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

GAAP requires that management make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

are adjusted to reflect actual experience when necessary.

Significant estimates include revenue recognition, allowance for doubtful

accounts, the useful lives of property and equipment and the fair value of stock based payments.

Since the use of estimates is

an integral component of the financial reporting process, actual results could differ from those estimates.

accounts, inventory valuation, warrants liability, the useful lives of property and equipment and the fair value of stock based

Since the use of estimates is an integral component of the financial reporting process, actual results could differ

from those estimates.

Fair Values of Financial Instruments

- The US GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define fair

value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize

- The US GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define

fair value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize

the use of unobservable inputs when measuring fair value.

14 unchanged sentences

Long-term other receivables approximate fair value because interest rate approximates the market rate.

investment is carried at less than fair value, with fair value determined using level 1 inputs.

investment is carried at fair value, which was value determined using level 1 inputs.

(See Note 8.)

6 unchanged sentences

are uninsured.

Trade Accounts and Other Receivables

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Trade Accounts, Notes and Other

Receivables –

Accounts and notes receivable are generates from products sold to or services provided to customers.

Accounts receivable are carried at original invoiced amount less a provision for any potential uncollectible amounts.

3 unchanged sentences

Accounts are written off after extensive efforts at collection.

receivables arise from transactions with non-trade customers.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Other receivables arise from transactions with non-trade customers.

Notes receivable represents trade accounts receivable due

from various customers where the customers’

banks have guaranteed the payments.

The notes are non-interest bearing and normally

paid within three to six months.

Purchase Advances - Purchase

5 unchanged sentences

or market value, on a first-in-first-out basis for Nanjing Recon and ENI.

The methods of determining inventory costs are used consistently

from year to year.

Allowance for inventory obsolescence is provided when the market value of certain inventory items are lower

than the cost.

The methods of determining inventory costs are used

consistently from year to year.

Allowance for inventory obsolescence is provided when the market value of certain inventory items

are lower than the cost.

Property and Equipment -

2 unchanged sentences

method over the estimated useful lives of the assets, which range from two to ten years.

Leasehold improvements are amortized over

the shorter of the lease term or the estimated useful life of the assets.

Long-Lived Assets - The Company

applies the ASC Topic 360 “Property, plant and equipment.”

ASC Topic 360 requires that long-lived assets, such as property

and equipment be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying

amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of

an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying

amount of the asset exceeds the fair value of the asset.

Fair value is determined based on the estimated discounted future cash

flows expected to be generated by the asset.

There were no impairments at June 30, 2014 and December 31, 2014.

Leasehold improvements are amortized

over the shorter of the lease term or the estimated useful life of the assets.

Long-Lived Assets - The

Company applies the ASC Topic 360 “Property, plant and equipment.”

ASC Topic 360 requires that long-lived assets,

such as property and equipment be reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison

of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying

amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by

which the carrying amount of the asset exceeds the fair value of the asset.

Fair value is determined based on the estimated discounted

future cash flows expected to be generated by the asset.

There were no impairments at June 30, 2014 and March 31, 2015.

Revenue Recognition - The

27 unchanged sentences

billed to customers related to sales contracts.

Subsidy Income - Grants are

given 1) by the government to support local software companies’

operation and research and development and 2) by some local

government to support development of selected middle and small-sized enterprises.

Grants related to research and development projects

are recognized as subsidy income in the unaudited condensed consolidated statements of operations when received.

Grants in the

form of value-added-tax refund for software products are recognized when received.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Subsidy Income - Grants

are given 1) by the government to support local software companies’

operation and research and development and 2) by some

local government to support development of selected middle and small-sized enterprises.

Grants related to research and development

projects are recognized as subsidy income in the unaudited condensed consolidated statements of operations when received.

in the form of value-added-tax refund for software products are recognized when received.

Share-Based Compensation -

21 unchanged sentences

The tax benefits recognized in the financial statements

from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized

upon ultimate settlement.

Income tax returns for the years prior to 2010 are no longer subject to examination by tax authorities.

from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being

realized upon ultimate settlement.

Income tax returns for the years prior to 2010 are no longer subject to examination by tax

Earnings per Share (“EPS”)

- Basic EPS is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary

shares outstanding.

- Basic EPS is computed by dividing net income attributable to ordinary shareholders by the weighted average number of

ordinary shares outstanding.

Diluted EPS are computed by dividing net income attributable to ordinary shareholders by the weighted-average

1 unchanged sentence

Potentially dilutive ordinary shares consist

of ordinary shares issuable upon the conversion of ordinary stock options, restricted shares and warrants (using the treasury stock

For the six months ended December 31, 2014, there were 104,359 restricted shares included in the weighted average

of ordinary shares issuable upon the conversion of ordinary stock options, restricted shares and warrants (using the treasury

stock method).

For the nine months ended March 31, 2014, there were 57,725 restricted shares included in the weighted average

dilutive shares calculation.

For the three months ended December 31, 2013 and 2014, there were 62,445 and 94,106 restricted shares

included in the weighted average dilutive shares calculation, respectively.

The effect from options, restricted shares and warrants

would have been anti-dilutive due to the fact that the exercise prices were higher than the average stock price during the six

months ended December 31, 2013.

The effect from options, restricted shares and warrants would have been anti-dilutive due to the

fact that we incurred a net loss during the nine months ended March 31,

2015 and three months ended March 31, 2014 and 2015.

Recently Issued Accounting Pronouncements

November 2014, The FASB issued Accounting Standards Update (ASU) No.

2014-17, “Business Combinations (Topic 805):

Accounting, a consensus of the FASB Emerging Issues Task Force, which was ratified by the Financial Accounting Standards Board

(FASB) on Oct 8, 2014.

2014-17 impacts the stand-alone financial statements of an acquired entity (subsidiary), however

it does not change the requirement for an acquirer (parent) to apply business combination accounting and record its new basis in

the acquired entity’s assets, liabilities, and non-controlling interests in the acquirer’s consolidated financial statements.

The amendments in this Update are effective on November 18, 2014.

After the effective date, an acquired

entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event.

Management believes this ASU 2014-17 does not have any significant impact on the Company’s consolidated financial statements.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

In December 2014, The

FASB issued Accounting Standards Update (ASU) No.

2014-18, “Business Combinations (Topic 805):

accounting for identifiable

intangible assets in a business combination (a consensus of the private company council)”.

2014-18 affects all entities

except for public business entities and not-for-profit entities as defined in the Master Glossary of the FASB Accounting Standards

Codification®.

An entity within the scope of this Update that elects the accounting alternative to recognize or otherwise consider

the fair value of intangible assets as a result of any in-scope transactions should no longer recognize separately from goodwill

(1) customer-related intangible assets unless they are capable of being sold or licensed independently from the other assets of

the business and (2) noncompetition agreements.

The decision to adopt the accounting alternative in this Update must be made upon

the occurrence of the first transaction within the scope of this accounting alternative in fiscal years beginning after December

15, 2015, and the effective date of adoption depends on the timing of that first in-scope transaction.

If the first in-scope transaction

occurs in the first fiscal year beginning after December 15, 2015, the elective adoption will be effective for that fiscal year’s

annual financial reporting and all interim and annual periods thereafter.

If the first inscope transaction occurs in fiscal years

beginning after December 15, 2016, the elective adoption will be effective in the interim period that includes the date of that

first in-scope transaction and subsequent interim and annual periods thereafter.

Early application is permitted for any interim

and annual financial statements that have not yet been made available for issuance.

In January 2015, the

FASB issued ASU 2015-01, “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement

Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”).

ASU 2015-01 eliminates from GAAP the

concept of extraordinary items.

The amendments will eliminate the requirements in Subtopic 225-20 for reporting entities to consider

whether an underlying event or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual

in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning

after December 15, 2015.

FASB issued ASU 2015-02, "Consolidation (Topic 810) –

Amendments to the Consolidation Analysis".

The ASU concludes

the FASB’s project to rescind the indefinite deferral of the VIE guidance in ASU 2009-17 for reporting entities with variable

interests in legal entities that have the attributes of an investment company that meet certain criteria (ASU 2010-103).

also makes changes to the VOE consolidation model.

The ASU does not change the general order in which the consolidation models

A reporting entity that holds an economic interest in, or is otherwise involved with, another legal entity (has a

“variable interest”) should first determine if the VIE model applies, and if so, whether it holds a controlling financial

interest under that model.

If the entity being evaluated for consolidation is not a VIE, then the VOE model should be applied

to determine whether the entity should be consolidated by the reporting entity.

Since consolidation is only assessed for legal

entities, the determination of whether there is a legal entity is important.

It is often clear when the entity is incorporated,

but unincorporated structures can also be legal entities and judgment may be required to make that determination.

The amendments

in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years,

beginning after December 15, 2015.

For all other entities, the amendments in this Update are effective for fiscal years beginning

after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017.

Early adoption is permitted,

The impact upon adoption would not affect our consolidated financial position

or results of operations.

including adoption in an interim period.

Management is evaluating the significant impact, if any, on the Company’s consolidated

financial statements.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Notes receivable

Notes receivable consisted of the following:

June 30, 2014

Notes receivable

Total Notes receivable

Notes receivable represents trade accounts receivable

due from various customers where the customers’

banks have guaranteed the payment.

The notes are non-interest bearing

and normally paid within three to six months.

The Company has collected ¥2,777,565

($452,483) on January 22, 2015.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

TRADE ACCOUNTS RECEIVABLE, NET

1 unchanged sentence

June 30, 2014

March 31, 2015

Trade accounts receivable

2 unchanged sentences

June 30, 2014

March 31, 2015

Third Party –

4 unchanged sentences

primarily from the sale of automation system and services based on written contracts.

Based on the repayment agreement signed on

August 27, 2014, the outstanding balance will be collected in four years beginning 2016, with each installment of ¥4,015,644.

Based on the repayment agreement signed

on August 27, 2014, the outstanding balance will be collected in four years beginning 2016, with each installment of ¥4,015,644.

* One of the Founders, Mr.

Yin Shenping,

was the legal representative of Beijing Yabei Nuoda Science and Technology Co.

Ltd (“Yabei Nuoda”) before December

2013 and Chairman as of September 30, 2014.

On October 30, 2014, Mr.

Yin resigned from the chairman position and thus Yabei Nuoda

is not a related party of the Company after October 30, 2014.

Yin does not have any equity interest

in this company currently.

June 30, 2014

March 31, 2015

Related Party

5 unchanged sentences

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

June 30, 2014

Related Party –

March 31, 2015

Third Party –

Beijing Yabei Nuoda Science and Technology Co.

1 unchanged sentence

Total - long-term trade accounts receivable, net

* One of the Founders, Mr.

Yin Shenping,

was the legal representative of Beijing Yabei Nuoda before December

2013 and Chairman as of September 30, 2014.

On October 30, 2014, Mr.

Yin resigned from the chairman position and thus Yabei Nuoda

ceased to be a related party of the Company after October 30, 2014.

Yin does not have any equity interest

in this company currently.

OTHER RECEIVABLES, NET

1 unchanged sentence

June 30, 2014

March 31, 2015

Current Portion

5 unchanged sentences

June 30, 2014

March 31, 2015

Non-Current Portion

Due from ENI (A)

(A) After Jining ENI Energy Technology Co.

(“ENI”) ceased to be

of the Company in

payment schedule,

with interest accrued during the period at an annual rate of 4%.

accordance with the payment schedule, the principal plus accrued interest is required to be repaid over approximately three

years on a quarterly basis beginning March 2012.

The first four payments are RMB 1.2 million each.

In March, June, September

and December of 2012, the Company received RMB 4.8 million.

Starting March 2013, installments for each quarter would be

¥1,777,653.

After ENI ceased to be a VIE of the Company, ENI in January 2012 agreed to repay the loan on a payment

schedule, with interest accrued during the period at an annual rate of 4%.

In accordance with the payment schedule, the principal

plus accrued interest is required to be repaid over approximately three years on a quarterly basis beginning March 2012.

four payments are RMB 1.2 million each.

In March, June, September and December of 2012, the Company received RMB 4.8 million.

March 2013, installments for each quarter would be ¥1,777,653.

The Company received the payments on time in March and June,

On September 30, 2013, ENI proposed to

extend the payment period and signed a new contract with the Company.

According to the new arrangement, the then remaining

balance of this loan will be repaid by June 2017 with quarterly installments of ¥699,147.

The has Company received the

payments timely under the new agreement.

(B) Loans to third parties are mainly used for short-term funding

to support cooperative companies.

On September 30, 2013, ENI proposed to extend the payment period and signed a new contract with the Company.

the new arrangement, the remaining part of this loan will be repaid over four years with

quarterly installments of ¥699,147.

The Company has continued to receive the payments under the agreement.

due on March 30, 2015 was received on April 08, 2015.

to third parties are mainly used for short-term funding to support cooperative companies.

These loans are due on demand bearing no interest.

and sundry expenses related to oilfield or on-site installation and inspection of products through customer approval and acceptance.

advance to staff represents advances for business travel and sundry expenses related

to oilfield or on-site installation and inspection of products through customer approval

and acceptance.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

receivables - related parties represent loans to related parties for working capital advances to related entities.

5 unchanged sentences

June 30, 2014

March 31, 2015

Name of Related Party

1 unchanged sentence

Beijing Langchen Construction Company

Other-travel advances

Other-business advances

* Not a related party after October

31, 2014 (See Note 3).

PURCHASE ADVANCES

3 unchanged sentences

June 30, 2014

March 31, 2015

Prepayment for inventory purchase

2 unchanged sentences

June 30, 2014

March 31, 2015

Related Party

6 unchanged sentences

paid the whole contract amount in cash.

(A) One of the Founders and a family member collectively own 57% of

Xiamen Huasheng Hitek Computer Network Co.

Current ending balance of the purchase advances to Xiamen Huasheng Hitek is expect

to be settled within one year.

of the Founders and a family member collectively own 57% of Xiamen Huasheng Hitek Computer

Current ending balance of the purchase advances to Xiamen Huasheng Hitek

is expect to be settled before year end.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Inventories consisted of the following:

June 30, 2014

March 31, 2015

Small component parts

3 unchanged sentences

Total inventories

was no inventory obsolescence reserve at June 30, 2014 and December 31, 2014.

was no inventory obsolescence reserve at June 30, 2014 and March 31, 2015.

PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

June 30, 2014

March 31, 2015

Motor vehicles

3 unchanged sentences

Property and equipment, net

Depreciation expense was ¥150,973 and

¥153,164 ($24,951) for the three months ended December 31, 2013 and 2014, respectively.

Depreciation expense was ¥301,341 and

¥274,511 ($44,720) for the six months ended December 31, 2013 and 2014, respectively.

Depreciation expense was ¥156,098

and ¥94,773 ($15,513) for the three months ended March 31, 2014 and 2015, respectively.

Depreciation expense was ¥457,439

and ¥369,284 ($60,448) for the nine months ended March 31, 2014 and 2015, respectively.

LONG-TERM INVESTMENT

5 unchanged sentences

year ended June 30, 2013 due to immateriality.

As of June 30, 2014 and December 31, 2014, Recon owned 24.02% and 23.61% of Avalon’s

outstanding shares, respectively.

Avalon is an independent US domestic oil and natural gas producer listed on the OTCBB under the

ticker symbol AOGN.

As of June 30, 2014 and March 31, 2015, Recon owned 24.02% and 23.61 %

of Avalon’s outstanding shares, respectively.

Avalon is an independent US domestic oil and natural gas producer listed on

the OTCBB under the ticker symbol AOGN.

Avalon is building a portfolio of oil and gas producing properties to generate asset growth.

However, the stock

is not actively traded and, based on available information and discussion with the management team of Avalon, we believe Avalon’s

operating loss would not be recovered in the foreseeable future, therefore, the Company believes the investment was impaired and

recorded an investment loss of ¥1,535,250 ( $250,000) for the year ended June 30, 2014 to write its investment own to

However, the stock is not actively traded and, based on available information and discussion with the management team of Avalon,

we believe Avalon’s operating loss would not be recovered in the foreseeable future, therefore, the Company considered the

investment to be impaired and recorded an investment loss of ¥1,535,250 ($250,000) for the year ended June 30, 2014 to

write its investment down to zero.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

OTHER PAYABLES

1 unchanged sentence

June 30, 2014

March 31, 2015

Consulting services

1 unchanged sentence

June 30, 2014

March 31, 2015

Related Party

1 unchanged sentence

Expenses paid by the major shareholders

Due to family member of one owner on behalf of Recon

Due to family member of one owner on behalf on Recon

Due to management staff on behalf of Recon

(1) Includes an advance from Xiamen Henda Haitek for RMB 2,499,347

to supplement the Company’s working capital.

an advance from Xiamen Henda Haitek for RMB 2,499,347 to supplement the Company’s

working capital.

The advances are payable on demand and non-interest bearing.

3 unchanged sentences

June 30, 2014

March 31, 2015

Enterprise income tax payable

4 unchanged sentences

June 30, 2014

March 31, 2015

Industrial and commercial bank, floating interest rate at 5.6%, due on December 24, 2014

2 unchanged sentences

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

expense was ¥257,085 and ¥80,667 ($13,141) for the three months ended December 31, 2013 and 2014, respectively.

expense was ¥476,757 and ¥238,178 ($38,801) for the six months ended December 31, 2013 and 2014, respectively.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

expense was ¥277,445 and ¥162,000 ($26,518) for the three months ended March 31, 2014 and 2015, respectively.

expense was ¥754,202 and ¥400,178 ($65,505) for the nine months ended March 31, 2014 and 2015, respectively.

SHORT-TERM BORROWINGS DUE

TO RELATED PARTIES

Short-term borrowings due to related parties are generally extended

upon maturity and consisted of the following:

Short-term borrowings due to related parties are generally

extended upon maturity and consisted of the following:

June 30, 2014

Short-term borrowings due to related

March 31, 2015

Short-term borrowings due to related parties:

Short-term borrowing from a Founder, 6.6% annual interest, due on December 25, 2014

1 unchanged sentence

Short-term borrowing from a Founder, 6.0% annual interest, due on October 2, 2015

Short-term borrowing from a Founder, 6.2% annual interest, due on October 12, 2015

Short-term borrowings from Xiamen Huasheng Haitian Computer Network Co.

2 unchanged sentences

Interest expense for short-term borrowings

due to related parties was ¥910 and ¥146,445 ($23,857) for the three months ended December 31, 2013 and 2014, respectively.

due to related parties was none and ¥177,109 ($28,991) for the three months ended March 31, 2014 and 2015, respectively.

Interest expense for short-term borrowings

due to related parties was ¥1,441 and ¥230,778 ($37,595) for the six months ended December 31, 2013 and 2014, respectively.

due to related parties was ¥1,441 and ¥407,887 ($66,767) for the nine months ended March 31, 2014 and 2015, respectively.

Note 13 –WARRANT LIABILITY

In connection with the stock offering in

November 2013, the Company issued warrants to certain institutional investors and placement agent to purchase 218,600 ordinary

shares (see details in Note 14).

In connection with the stock offering

in November 2013, the Company issued warrants to certain institutional investors and placement agent to purchase 218,600 ordinary

shares at exercise price of $5.38.

On February 13, 2015, the Company redeemed

163,950 warrants by issuing 204,938 ordinary shares (1.25 shares of ordinary shares to exchange one warrant) to institutional

Based on the stock price of $2.11 and fair value of warrants liability on February 23, 2015, the Company recorded a loss on warrant redemption of ¥1,913,262 ($313,182) for the three and nine months ended March 31, 2015.

According to ASC 815-40, if the strike

8 unchanged sentences

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Annual dividend yield

8 unchanged sentences

life of these warrants is likely to differ materially from historical volatility.

The expected life is based on the remaining term

of the warrants.

The expected life is based on the remaining

term of the warrants.

The risk-free interest rate is based on U.S.

Treasury securities according to the remaining term of the warrants.

Treasury securities according to the remaining term of the

The expected dividend yield was based on the Company’s current and expected dividend policy.

11 unchanged sentences

Carrying Value at

December 31, 2014

March 31, 2015

Warrants liability

The following

is a reconciliation of the beginning and ending balance of the warrant liability measured at fair value on a recurring basis for

six months ended December 31, 2014:

following is a reconciliation of the beginning and ending balance of the warrant liability measured at fair value on a recurring

basis for nine months ended March 31, 2015:

Change of warrants liability

Beginning balance - June 30, 2014

Warrant redemption

Change of warrant liability

Ending balance -December 31, 2014

Ending balance -March 31, 2015

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

following is the warrant activities:

Exercise Price

Outstanding as of June 30, 2014

Warrants redemption

Outstanding as of March 31, 2015

SHAREHOLDERS’

8 unchanged sentences

shares in the aggregate were issued to the investors.

The warrants will be exercisable immediately as of the date of issuance at

an exercise price of $6.01 per ordinary share (amended to $5.38 per ordinary share on November 29, 2013) and expire three years

The warrants will be exercisable immediately as of the date of issuance

at an exercise price of $6.01 per ordinary share (amended to $5.38 per ordinary share on November 29, 2013) and expire three years

from the date of issuance.

The Company also issued warrants to purchase 54,650 ordinary shares to the placement agent (“Placement

Agent Warrant”).

The Placement Agent Warrants are on substantially the same terms as the warrants issued pursuant to the

Purchase Agreement, except that these warrants are not exercisable for a period of six months and will expire three years from

the initial exercise date in 2016.

On February 13, 2015, the Company redeemed 163,950 warrants by issuing 204,938 ordinary shares (1.25

shares of ordinary shares to exchange one warrant) to institutional investors.

The Company also issued warrants to purchase 54,650

ordinary shares to the placement agent (“Placement Agent Warrant”).

The Placement Agent Warrants are on substantially

the same terms as the warrants issued pursuant to the Purchase Agreement, except that these warrants are not exercisable for a

period of six months and will expire three years from the initial exercise date.

In addition to the above warrants issued to the placement agent,

the Company granted warrants for 170,000 sharesin connection with its IPO offering, and none of these warrants was exercised during

the Company granted warrants for 170,000 shares in connection with its IPO offering, and none of these warrants was exercised

during this period.

Appropriated Retained Earnings

1 unchanged sentence

as determined under PRC accounting regulations, from current net income to the statutory reserve fund.

In accordance with the PRC

Company Law, companies are required to transfer 10% of their profit after tax, as determined in accordance with PRC accounting

In accordance with the

PRC Company Law, companies are required to transfer 10% of their profit after tax, as determined in accordance with PRC accounting

standards and regulations, to the statutory reserves until such reserves reach 50% of the registered capital or paid-in capital

of the companies.

As of June 30, 2014 and December 31, 2014, the balance of total statutory reserves was ¥4,148,929 and ¥4,631,899

As of June 30, 2014 and March 31, 2015, the balance of total statutory reserves was ¥4,148,929 and ¥4,725,803

STOCK-BASED COMPENSATION

Stock-Based Awards Plan

2009 Options Plan - The Company

granted options to purchase 293,000 ordinary shares under the Stock Incentive 2009 Plan to its employees and non-employee directors

on July 29, 2009.

The options have an excise price of $6.00, equal to the IPO price of the Company’s ordinary shares, and

will vest over a period of five years, with the first 20% vesting on July 29, 2010.

The options expire ten years after the date

of grant, on July 29, 2019.

The fair value was estimated on July 29, 2009 using the Binomial Lattice valuation model, with the

following weighted-average assumptions:

2009 Options Plan - The

Company granted options to purchase 293,000 ordinary shares under the Stock Incentive 2009 Plan to its employees and non-employee

directors on July 29, 2009.

The options have an excise price of $6.00, equal to the IPO price of the Company’s ordinary

shares, and will vest over a period of five years, with the first 20% vesting on July 29, 2010.

The options expire ten years after

the date of grant, on July 29, 2019.

The fair value was estimated on July 29, 2009 using the Binomial Lattice valuation model,

with the following weighted-average assumptions:

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Stock price at grant date

4 unchanged sentences

Forfeiture rate****

* Volatility is projected using

the performance of PHLX Oil Service Sector index.

** The life of options represents the period

the option is expected to be outstanding.

* Volatility is projected using the performance

of PHLX Oil Service Sector index.

** The life of options represents the

period the option is expected to be outstanding.

*** The risk-free interest rate is based

1 unchanged sentence

dollar, with a maturity that approximates the life of the option.

**** Forfeiture rate is the estimated percentage

of options forfeited by employees by leaving or being terminated before vesting.

**** Forfeiture rate is the estimated

percentage of options forfeited by employees by leaving or being terminated before vesting.

The Company recognizes compensation cost

2 unchanged sentences

fair value of the options was ¥30.17 ($4.42) per share.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Options Plan –

Company granted options to purchase 415,000 ordinary shares to its employees and non-employee director on March 26, 2012.

have an excise price of $2.96, which was equal to the share price of the Company’s ordinary shares at March 26, 2012, and

will vest over a period of five years, with the first 20% vesting on March 26, 2013.

The options expire ten years after the date

of grant, on March 26, 2022.

options have an excise price of $2.96, which was equal to the share price of the Company’s ordinary shares at March 26,

2012, and will vest over a period of five years, with the first 20% vesting on March 26, 2013.

The options expire ten years after

the date of grant, on March 26, 2022.

The Company recognizes

1 unchanged sentence

The grant date fair value of the options was ¥10.06 ($1.49) per share.

The following

is a summary of the stock options activity:

Options Plan –

Company granted options to purchase 400,000 ordinary shares to its employees and non-employee director on January 31, 2015.

options have an excise price of $1.65, which was equal to the share price of the Company’s ordinary shares at January 31,

2015, and will vest over a period of three years, with the one third vesting on January 31, 2016.

The options expire ten years

after the date of grant, on January 31, 2025.

The Company recognizes

compensation cost for awards with graded vesting on a straight-line basis over the requisite service period for the entire award.

The grant date fair value of the options was ¥10.13 ($1.65) per share.

following is a summary of the stock options activity:

Stock Options

1 unchanged sentence

Outstanding as of July 1, 2014

Outstanding as of December 31, 2014

The following

is a summary of the status of options outstanding and exercisable at December 31, 2014:

Outstanding as of March 31, 2015

following is a summary of the status of options outstanding and exercisable at March 31, 2015:

Outstanding Options

3 unchanged sentences

Average Exercise

Contractual life

During the six months December 31, 2014,

the Company has granted restricted ordinary shares as follows:

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

During the nine months ending March 31,

2015, the Company granted restricted shares of common stock to consultants and executive officers as follows:

On July 19, 2014, the Company granted

50,000 restricted shares to a non-affiliate as compensation for certain consulting service.

The fair value of the restricted shares was

$190,000 based on the closing stock price $3.8 at July 18, 2014.

On August 7, 2014, the Company

canceled 40,625 restricted shares, which was issued to Expert Asia Investment Ltd.

on May 8, 2014, as the services

were not provided pursuant to the agreement it had with the Company.

The fair value of the restricted shares

was $190,000 based on the closing stock price $3.8 at July 18, 2014.

On January 29, 2015, 10,000 restricted shares were canceled

based on the agreement with the consultant.

On July 19, 2014, the Company decided

to cancel 40,625 restricted shares, which was issued to Expert Asia Investment Ltd.

on May 8, 2014, as the services were not provided

pursuant to the agreement it had with the Company.

On December 13, 2013, the Company granted

7 unchanged sentences

now non-restricted.

31, 2015, the Company granted 150,000 restricted shares to Mr.

Yin Shenping and 150,000 restricted shares to Mr.

Chen Guangqiang

at an aggregate value of ¥3,038,558($495,000), based on the stock closing price of $1.65 at January 31, 2015.

These restricted

shares will vest over three years with one third of the shares vesting every year from the grant date.

February 2, 2015, the Company issued 24,000 restricted shares to Maxim

Group LLC (“Maxim”) for certain consulting service.

The fair value of the restricted shares was $43,440 based on the

closing stock price $1.81 at February 2, 2015.

Following is a summary of the non-vested

restricted stock grants to executive officers:

Non-vested restricted stock grants

Non-vested as of June 30, 2014

Non-vested adjustment

Non-vested as of March 31, 2015

The Share-based compensation expense recorded

for restricted shares granted were ¥66,229 and ¥705,612 ($114,949) for the six months ended December 31, 2013 and 2014,

for restricted shares granted was ¥418,553 and ¥1,226,745 ($199,696) for the nine months ended March 31, 2014 and 2015,

respectively.

Total unrecognized share-based compensation expense for these shares as of December 31, 2014 was approximately ¥2.8

million ($0.4 million), which are expected to be recognized over a weighted average period of approximately 1.95 years.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Total unrecognized share-based compensation expense for these shares as of March 31, 2015 was approximately ¥5.2

million ($0.9 million), which is expected to be recognized over a weighted average period of approximately 2.32 years.

The Share-based compensation expense recorded

for stock options granted were ¥414,326 and ¥409,418 ($66,697) for the six months ended December 31, 2013 and 2014, respectively.

The total unrecognized share-based compensation expense for stock options as of December 31, 2014 was approximately ¥1.9 million

for stock options granted were ¥1,241,591 and ¥797,016 ($129,742) for the nine months ended March 31, 2014 and 2015, respectively.

The total unrecognized share-based compensation expense for stock options as of March 31, 2015 was approximately ¥5.5 million

($0.9 million), which is expected to be recognized over a weighted average period of approximately 2.58 years.

Following is a summary of the restricted

stock grants:

Restricted stock grants

Nonvested as of June 30, 2014

No vested adjustment

Nonvested as of December 31, 2014

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

28, 2015, the Company signed the “At-The-Market”

offering agreement with Maxim Group LLC (“Maxim”).

will serve as the exclusive agent for the Company in connection with the Company’s an at-the-market offering program for

up to $10,000,000 of its registered common stock.

The Company is not subject to any income

4 unchanged sentences

enterprise approval and has passed all relevant reviews.

Thus, for the calendar years 2013 and 2014, Nanjing Recon is subject to

an income tax rate of 15%.

Thus, for the calendar years 2013 and 2014, Nanjing Recon is subject

to an income tax rate of 15%.

As approved by the domestic tax authority

3 unchanged sentences

June 30, 2014

March 31, 2015

Allowance for doubtful receivables

2 unchanged sentences

June 30, 2014

March 31, 2015

Income tax cost due to unpayable accounts

Total deferred income tax liability

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company’s tax provision (benefit) is comprised of

the following:

For the three months ended December 31,

Current income tax

Deferred income taxes

For the six months ended December 31,

For the three months ended March 31,

Current income tax provision (benefit)

Deferred income taxes benefit

Provision (benefit) for income tax

For the nine months ended March 31,

Current income taxes

Deferred income taxes

Deferred income taxes benefit

Provision for income tax

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NON-CONTROLLING INTEREST

6 unchanged sentences

Total non-controlling interest

As of December 31, 2014

As of March 31, 2015

Paid-in capital

2 unchanged sentences

Total non-controlling interest

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

CONCENTRATIONS

For the three months ended December 31,

For the three months ended March 31, 2014

and 2015, our two largest customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical

Corporation Limited (“SINOPEC”), represented 50.7%, 14.0% and 58.83%, 10.35% of the Company’s revenue, respectively.

For the six months ended December 31, 2013

Corporation Limited (“SINOPEC”), represented 13.80%, and 24.80% and 29.65%, and 6.18% of the Company’s revenue,

respectively.

For the nine months ended March 31, 2014

and 2015, our two largest customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical

Corporation Limited (“SINOPEC”), represented 48.04%, 18.01% and 56.79%, 8.89% of the Company’s revenue, respectively.

For the three months ended December 31,

2013, four major suppliers accounted for 52.7% of the

company’s total purchase.

For the three months ended December 31, 2014, one major suppliers accounted for 20% of the company’s

total purchases.

For the six months ended December 31, 2013,

four major suppliers accounted for 48.8% of the company’s

total purchase.

For the six months ended December 31, 2014, one major suppliers accounted for 14% of the company’s total

Corporation Limited (“SINOPEC”), represented 46.62%, and 19.64% and 44.89%, and 7.70% of the Company’s revenue,

respectively.

For the three months ended March 31, 2014,

three major suppliers accounted for 66.4% of the company’s total purchases.

For the three months ended March 31, 2015,

one major supplier accounted for 56% of the company’s total purchases.

For the nine months ended March 31, 2014,

two major suppliers accounted for 33.7% of the company’s total purchases.

For the nine months ended March 31, 2015, one major

supplier accounted for 21% of the company’s total purchases.

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCY

4 unchanged sentences

Future payments under such leases

are as follows as December 31, 2014:

Twelve months ending December 31,

are as follows as March 31, 2015:

Twelve months ending March 31,

Office lease payment

In January 2015, BHD renewed its lease agreements

amounted to ¥840,000 ($136,841) for one more year.

which amounted to ¥840,000 ($136,841) for one more year.

(b) Contingency

2 unchanged sentences

at least two years prior to January 1, 2008.

The employers will be liable for one month of severance pay for each year of the service

provided by the employees.

As of December 31, 2014, the Company estimated its severance payments of approximately ¥1.5 million

($0.2 million) which has not been reflected in its unaudited condensed consolidated financial statements because the Company has

determined that the likelihood to make these payments is remote.

The employers will be liable for one month of severance pay for each year of the

service provided by the employees.

As of March 31, 2015, the Company estimated its severance payments of approximately ¥1.6

million ($0.3 million) which has not been reflected in its unaudited condensed consolidated financial statements because the Company

has determined that the likelihood to make these payments is remote.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

to related parties consisted of the following:

For the three months ended December 31,

For the three months ended March 31,

Beijing Yabei Nuoda Science and Technology Co.

Xiamen Henda Haitian computer network Inc

Xiamen Huangsheng Hitek Computer Network Co.

Revenues from related parties

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

For the six months ended December 31,

For the nine months ended March 31,

Beijing Yabei Nuoda Science and Technology Co.

Xiamen Henda Haitian computer network Inc

Xiamen Huangsheng Hitek Computer Network Co.

Revenues from related parties

* Not a related party after October 31, 2014, (See Note 3).

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Purchases from related parties –

from related parties consisted of the following:

For the six months ended December 31,

For the nine months ended March 31,

Xiamen Hengda Hitek Computer Network Co.

Purchase from related parties

There was no purchase from related parties for the three months

ended December 31, 2014.

There was no purchases from related parties for the three

months ended March 31, 2014 and 2015.

Leases from related parties - The

9 unchanged sentences

Short-term borrowings from related

parties - The Company borrowed ¥5,207,728 and ¥9,631,504 ($1,569,032) from the Founders, their family members and

senior officers as of June 30, 2014 and December 31, 2014, respectively.

parties - The Company borrowed ¥5,207,728 and ¥10,218,308 ($1,672,637) from the Founders, their family members

and senior officers as of June 30, 2014 and March 31, 2015, respectively.

For the specific terms and interest rates of the borrowings,

3 unchanged sentences

Yin and the major owner of BHD, Mr.

Chen paid certain operating expense for the Company.

30, 2014 and December 31, 2014, ¥284,370 and ¥676,322 ($110,177) was due to them, respectively.

Chen paid certain operating expenses for the Company.

30, 2014 and March 31, 2015, ¥284,370 and ¥974,964 ($159,592) was due to them, respectively.

Variable Interest Entities

2 unchanged sentences

equity as non-controlling interests in the condensed consolidated financial

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Summary information regarding consolidated VIEs is as follows:

June 30, 2014

March 31, 2015

Current Assets

9 unchanged sentences

Total Liabilities

financial performance of VIEs reported in the condensed consolidated statement of income and comprehensive income for the three

months ended December 31, 2014 includes revenues of ¥21,328,972 ($3,474,623), gross profit of ¥8,977,931 ($1,462,561),

operating expenses of ¥3,63,239 ($588,619), other income of ¥119,650($19,492) and

RECON TECHNOLOGY, LTD

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

financial performance of VIEs reported in the unaudited condensed consolidated statement of operations and comprehensive income

(loss) for the three months ended March 31, 2015 includes revenues of ¥20,018890 ($3,276,897), gross profit of ¥6,248,840

($1,022,874), operating expenses of ¥3,156,785 ($516,735), other expense of ¥142,664($23,353) and

a net income of ¥3,130,319($512,403).

financial performance of VIEs reported in the condensed consolidated statement of income and comprehensive income for the six months

ended December 31, 2014 includes revenues of ¥25,632,972 ($4,175,771), gross profit of ¥9,593,245 ($1,562,799), operating

expenses of ¥6,124,974 ($997,797), other income of ¥87,925($14,323) and a net

income of ¥2,907,263 ($473,611).

financial performance of VIEs reported in the unaudited condensed consolidated statement of operations and comprehensive income

(loss) for the nine months ended March 31, 2015 includes revenues of ¥45,651,862 ($7,472,764), gross profit of ¥15,842,084

($2,593,194), operating expenses of ¥9,281,759 ($1,519,333), other expense of ¥54,739($8,960) and

a net income of ¥6,037,582 ($988,293).

SUBSEQUENT EVENTS

On January 12, 2015 the Company borrowed

¥1.6 million from its Chief Operating Officer to supplement the Company’s working capital.

This loan is due on

October 12, 2015 with an annual interest rate of 6.16%.

On January 28, 2015, the Company entered into an engagement agreement with Maxim Group LLC ( “Maxim”)

who shall serve as the exclusive agent for the Company in connection with the Company’s offering of up to $10,000,000 of

its registered shares.

On January 29, 2015, the Company’s

shareholders approved an increase of its authorized shares from 25,000,000 shares to 100,000,000 shares.

The shareholders also

approved the Company's 2015 Equity Incentive Plan.

On January 31, 2015, the Company granted

150,000 restricted shares to Mr.

Yin Shenping and 150,000 restricted shares to Mr.

Chen Guangqiang under the Company’s 2015

Inventive Plan.

These restricted shares will vest over three years with one third of the shares vesting every year from the grant

The Company also granted 400,000 options to management and staff.

Exercise price for each warrant is $1.65 per share and

will vest over three years with one third of the warrants vesting every year from the grant date.

On February 2, 2015, the Company entered into an engagement agreement with Maxim who shall serve as the

exclusive financial advisor and investment banker for the Company .

Either party may terminate this engagement agreement at any

time upon 30 days prior written notice after the 6 months anniversary of this agreement.

Pursuant to this agreement, the Company

issued 24,000 restricted shares to Maxim.

On February 13, 2015, the Company

entered into certain warrants exchange agreements with certain holders (the “Holders”) of warrants to purchase

163,950 ordinary shares of the Company (the “Warrants”) issued in the Company’s November 2013

registered offering.

These Holders agreed to exchange the Warrants for 204,938 of ordinary shares (the

“Exchange Shares”) equal to one hundred twenty five percent (125%) of the shares issuable upon exercise of the

The Exchange Shares will be issued to the Holders in exchange for the Warrant and without the payment of any other

consideration by the Holders.

Upon completion of the transaction contemplated in the Exchange Agreement, the Warrants shall

will be automatically canceled and terminated.

2, 2015, the Company borrowed ¥1.0 million ($163,690) from its Chief Technology Officer to supplement the Company’s working

This loan is due on October 12, 2015 with an annual interest rate of 6.16%.

8, 2015, the Company entered into a service agreement with an investor relations firm with

a consideration of 40,000 restricted shares for a one-year period of consulting services.

April 15, 2015, the Company entered into certain warrant exchange agreements with a certain holder (the “Holder”)

of warrants to purchase 54,650 ordinary shares of the Company (the “Warrants”) issued in the Company’s

November 2013 registered offering for the Holder’s underwriting service.

The Holder agreed to exchange the Warrants for

68,313 ordinary shares (the “Exchange Shares”), which equal one hundred and twenty five percent (125%) of the

shares issuable upon exercise of the Warrants.

The Exchange Shares will be issued to the Holder in exchange for the Warrant

and without the payment of any other consideration by the Holder.

Upon completion of the transaction contemplated in the

Exchange Agreement on May 13, 2015, the Warrants have been automatically canceled and terminated.

Based on the stock price

of $1.94 and fair value of warrants liability on April 15, 2015, the Company recorded a one-time loss on warrant redemption

of ¥585,276 ($95,804) on April 15, 2015.

On May 13, 2015, the Company entered

into an Equity Distribution Agreement with Maxim Group LLC to create an at-the-market equity program (the “ATM Offering”)

under which it may sell up to $10,000,000 worth of its ordinary shares (the “Shares”) from time to time through Maxim

Group LLC, as sales agent.

Shares will be issued pursuant to a base prospectus dated August 6, 2013 included in a previously filed

and effective Registration Statement on Form S-3.

On May 13, 2015, the Company filed a Prospectus Supplement relating to the ATM

Offering with the Securities and Exchange Commission.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information