1 unchanged sentence
The following exhibits are filed herewith:
−Removed: Amended and Restated Articles of Association
−Removed: of the Registrant (1)
−Removed: Amended and Restated Memorandum of
−Removed: Association of the Registrant (1)
+Added: Amended and Restated Articles of Association of the Registrant (1)
+Added: Amended and Restated Memorandum of Association of the Registrant (1)
Specimen Share Certificate (1)
−Removed: Translation of Exclusive Technical
−Removed: Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.
+Added: Translation of Exclusive Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.
and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Chen Guangqiang in Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Yin Shenping in Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Li Hongqi in Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Power of Attorney for rights of Chen Guangqiang in Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Yin Shenping in Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Li Hongqi in Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Equity Interest
−Removed: Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge
−Removed: Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge
−Removed: Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Exclusive Technical
−Removed: Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.
+Added: Translation of Exclusive Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.
+Added: and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Chen Guangqiang in Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Yin Shenping in Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Li Hongqi in Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
+Added: Ltd., Chen Guangqiang and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
+Added: Ltd., Yin Shenping and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
+Added: Ltd., Li Hongqi and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Jining ENI Energy Technology Co., Ltd.
+Added: Translation of Exclusive Technical Consulting Service Agreement between Recon Technology (Jining) Co., Ltd.
and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Chen Guangqiang in Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Yin Shenping in Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Power of Attorney for
−Removed: rights of Li Hongqi in Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Power of Attorney for rights of Chen Guangqiang in Nanjing Recon Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Yin Shenping in Nanjing Recon Technology Co., Ltd.
+Added: Translation of Power of Attorney for rights of Li Hongqi in Nanjing Recon Technology Co., Ltd.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest
−Removed: Purchase Agreement between Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge
−Removed: Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge
−Removed: Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Equity Interest
−Removed: Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.
−Removed: Employment Agreement between Recon
−Removed: Technology (Jining) Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Nanjing Recon Technology Co., Ltd.
+Added: Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.
+Added: Employment Agreement between Recon Technology (Jining) Co., Ltd.
Yin Shenping (1)
−Removed: Employment Agreement between Recon
−Removed: Technology (Jining) Co., Ltd.
+Added: Employment Agreement between Recon Technology (Jining) Co., Ltd.
Chen Guangqiang (1)
−Removed: Operating Agreement among Recon Technology
+Added: Employment Agreement between Recon Technology (Jining) Co., Ltd.
+Added: Li Hongqi (1)
+Added: Operating Agreement among Recon Technology (Jining) Co.
Ltd., Nanjing Recon Technology Co., Ltd.
2 unchanged sentences
Li Hongqi (1)
−Removed: Operating Agreement among Recon Technology
+Added: Operating Agreement among Recon Technology (Jining) Co.
Ltd., Jining ENI Energy Technology Co., Ltd., and Mr.
2 unchanged sentences
Li Hongqi (1)
−Removed: Operating Agreement among Recon Technology
+Added: Operating Agreement among Recon Technology (Jining) Co.
Ltd., Beijing BHD and Mr.
2 unchanged sentences
Li Hongqi (1)
−Removed: Form of Warrant Exchange Agreement dated February 13, 2015 Incorporated by reference to
−Removed: Exhibit 10.36 to the Company’s Form 10-Q for quarter ended December 31, 2014 filed on February 13, 2015
−Removed: Placement Agent Warrant Exchange Agreement dated April 15, 2015 (3)
Subsidiaries of the Registrant (2)
1 unchanged sentence
Code of Business Conduct and Ethics (1)
−Removed: Certifications pursuant to Rule 13a-14(a)
−Removed: or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
−Removed: Certifications pursuant to Rule 13a-14(a)
−Removed: or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
+Added: Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications pursuant to 18 U.S.C.
8 unchanged sentences
XBRL Taxonomy Extension Definition Linkbase Document (3)
−Removed: Incorporated by reference to the Company’s Registration Statement
−Removed: on Form S-1, Registration No.
−Removed: Incorporated by reference to the Company’s Quarterly Report
−Removed: on Form 10-Q/A, filed on January 31, 2012.
+Added: Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No.
+Added: Incorporated by reference to the Company’s Quarterly Report on Form 10-Q/A, filed on January 31, 2012.
Filed herewith.
−Removed: In accordance with the requirements of
−Removed: the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: RECON TECHNOLOGY,
+Added: In accordance with the requirements
+Added: of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly
+Added: RECON TECHNOLOGY, LTD
+Added: November 13, 2015
Chief Financial Officer
−Removed: (Principal Financial and Accounting
+Added: (Principal Financial and Accounting Officer)
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.
−Removed: RECON TECHNOLOGY,
+Added: RECON TECHNOLOGY, LTD
+Added: November 13, 2015
+Added: /s/ Yin Shen ping
Yin Shen ping
1 unchanged sentence
RECON TECHNOLOGY,
−Removed: INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Unaudited Condensed Consolidated Balance Sheets as of June 30, 2014 and March 31, 2015
−Removed: Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine and three months ended March 31, 2014 and 2015
−Removed: Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2014 and 2015
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements
−Removed: RECON TECHNOLOGY,
+Added: INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Unaudited Condensed
+Added: Consolidated Balance Sheets as of June 30, 2015 and September 30, 2015
+Added: Unaudited Condensed
+Added: Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2014 and 2015
+Added: Unaudited Condensed
+Added: Consolidated Statements of Cash Flows for the three months ended September 30, 2014 and 2015
+Added: Notes to Unaudited
+Added: Condensed Consolidated Financial Statements
+Added: RECON TECHNOLOGY, LTD
CONSOLIDATED BALANCE SHEETS
−Removed: As of June 30,
−Removed: As of March 31,
−Removed: As of March 31,
+Added: As of Jun 30,
+Added: As of September 30,
+Added: As of September 30,
Current assets
14 unchanged sentences
Long-term trade accounts receivable, net
−Removed: Long-term trade accounts receivable - related parties, net
Long-term other receivable
3 unchanged sentences
Trade accounts payable
+Added: Trade accounts payable- related parties
Other payables
7 unchanged sentences
Deferred tax liability
−Removed: Warrants liability
Total current liabilities
−Removed: Commitments and Contingency
Common stock, ($ 0.0185 U.S.
−Removed: dollar par value,25,000,000 and 100,000,000 shares authorized as of June 30,2014 and March 31, 2015, respectively;
−Removed: 4,717,336 and 5,022,436 shares issued and outstanding as of June 30, 2014 and March 31, 2015, respectively)
+Added: dollar par value, 100,000,000 shares authorized;
+Added: 5,427,946 and 5,438,763 shares issued and outstanding as of June 30, 2015 and September 30, 2015, respectively)
Additional paid-in capital
1 unchanged sentence
Unappropriated retained earnings
+Added: (23,024,935 )
+Added: (31,873,541 )
Accumulated other comprehensive loss
2 unchanged sentences
Total Liabilities and Equity
−Removed: The accompanying notes are an integral
−Removed: part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part
+Added: of these unaudited condensed consolidated financial statements
RECON TECHNOLOGY,
−Removed: Consolidated Statements of OPERATIONS and Comprehensive Income (LOSS)
−Removed: For the nine months ended
−Removed: For the three months
+Added: Consolidated Statements of OPERATIONS and Comprehensive LOSS
+Added: For the three months ended
+Added: September 30,
Hardware and software
−Removed: Hardware and software - related parties
Total revenues
1 unchanged sentence
Hardware and software
−Removed: Hardware and software - related parties
+Added: Provision for slow moving inventories
Total cost of revenues
3 unchanged sentences
Operating expenses
−Removed: Income (loss) from
+Added: Loss from operations
Other income (expenses)
2 unchanged sentences
Interest expense
−Removed: Loss from investment
Change in fair value of warrants liability
Loss from foreign currency exchange
−Removed: Loss from warrant redemptions
Other expense
−Removed: Income (loss) before income tax
+Added: Other income(expense)
+Added: Loss before income tax
Provision (benefit) for income tax
−Removed: Net Income (loss)
−Removed: Net income attributable to non-controlling
−Removed: Net Income (loss)
−Removed: attributable to Recon Technology, Ltd
−Removed: Comprehensive income (loss)
−Removed: Net income (loss)
+Added: Net loss attributable to non-controlling interest
+Added: Net loss attributable to Recon Technology, Ltd
+Added: $ (1,392,649 )
+Added: Comprehensive loss
Foreign currency translation adjustment
−Removed: Comprehensive income (loss)
−Removed: Comprehensive income attributable to
−Removed: non-controlling interest
−Removed: Comprehensive
−Removed: income (loss) attributable to Recon Technology, Ltd
−Removed: Earnings (loss)
−Removed: per common share - basic
−Removed: Earnings (loss)
−Removed: per common share - diluted
+Added: Comprehensive loss
+Added: Comprehensive loss attributable to non-controlling interest
+Added: Comprehensive loss attributable to Recon Technology, Ltd
+Added: $ (1,375,715 )
+Added: Loss per common share - basic
Weighted - average shares -basic
−Removed: Weighted - average shares -diluted
−Removed: The accompanying notes are an integral
−Removed: part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part
+Added: of these unaudited condensed consolidated financial statements
RECON TECHNOLOGY,
Consolidated Statements of Cash Flows
−Removed: For the nine months ended
+Added: For the three months ended September
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash used in operating activities:
−Removed: (Gain)/loss from disposal of equipment
−Removed: Provision for doubtful accounts
+Added: $ (1,392,649 )
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Provision for (recovery of) doubtful accounts
+Added: Provision for slow moving inventories
Share based compensation
−Removed: Loss from investment
−Removed: Deferred tax benefit
+Added: Deferred tax benefit (provision)
Change in fair value of warrants liability
Restricted shares issued for services
−Removed: Loss from warrants redemption
Changes in operating assets and liabilities:
1 unchanged sentence
Trade accounts receivable
−Removed: (17,127,239 )
−Removed: (29,115,292 )
Trade accounts receivable-related parties
2 unchanged sentences
Purchase advance, net
−Removed: Tax recoverable
+Added: Purchase advance-related party, net
Prepaid expense
4 unchanged sentences
Other payables-related parties
−Removed: Deferred revenue
+Added: Deferred income
Advances from customers
3 unchanged sentences
Net cash used in operating activities
−Removed: (15,283,478 )
−Removed: (16,219,350 )
Cash flows from investing activities:
Purchase of property and equipment
−Removed: Proceeds from disposal of equipment
Net cash used in investing activities
Cash flows from financing activities:
−Removed: Proceeds from short-term bank loans
Repayments of short-term bank loans
−Removed: (12,870,000 )
Proceeds from short-term borrowings-related parties
−Removed: Repayment of short-term borrowings
Repayment of short-term borrowings-related parties
Proceeds from sale of common stock, net of issuance costs
−Removed: Net cash provided by financing activities
+Added: Net cash used in financing activities
Effect of exchange rate fluctuation on cash and cash equivalents
1 unchanged sentence
(12,064,475 )
−Removed: Cash and cash
−Removed: equivalents at beginning of period
−Removed: Cash and cash
−Removed: equivalents at end of period
+Added: Cash and cash equivalents at beginning of period
+Added: Cash and cash equivalents at end of period
Supplemental cash flow information
2 unchanged sentences
Non-cash investing and financing activities
−Removed: Cancelation of prior issuance of 40,625 shares of common stock for Advisoring services
−Removed: The accompanying notes are an integral
−Removed: part of these unaudited condensed consolidated financial statements.
+Added: Cancelation of prior issuance of 40,625 shares of common stock for professional services
+Added: Non-cash transaction for AR and loan payable offset
+Added: The accompanying notes are an integral part
+Added: of these unaudited condensed consolidated financial statements
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: ORGANIZATION AND NATURE OF OPERATIONS
+Added: AND NATURE OF OPERATIONS
Organization –
−Removed: Recon Technology, Ltd (the
−Removed: “Company”) was incorporated under the laws of the Cayman Islands on August 21, 2007 as a company with limited liability.
−Removed: The Company provides oilfield specialized equipment, automation systems, tools, chemicals and field services to petroleum companies
−Removed: in the People’s Republic of China (the “PRC”).
−Removed: Its wholly owned subsidiary, Recon Technology Co., Limited (“Recon-HK”)
−Removed: was incorporated on September 6, 2007 in Hong Kong.
−Removed: Other than the equity interest in Recon-HK, the Company does not own any assets
−Removed: or conduct any operations.
−Removed: On November 15, 2007, Recon-HK established one wholly owned subsidiary, Jining Recon Technology Ltd.
−Removed: (“Recon-JN”) under the laws of the PRC.
−Removed: Other than the equity interest in Recon-JN, Recon-HK does not own any assets
−Removed: or conduct any operations.
−Removed: On November 19, 2011, the Company established
−Removed: one wholly owned subsidiary, Recon Investment Ltd.
−Removed: (“Recon-IN”) under the laws of HK.
−Removed: Other than the equity interest
−Removed: in Recon-IN, The Company does not own any assets or conduct any operations.
−Removed: The Company conducts its business through
−Removed: the following PRC legal entities that were consolidated as variable interest entities (“VIEs”) and operate in the
−Removed: Chinese oilfield equipment & service industry:
−Removed: BHD Petroleum Technology Co., Ltd.
+Added: Recon Technology, Ltd (the “Company”)
+Added: was incorporated under the laws of the Cayman Islands on August 21, 2007 by Mr.
+Added: Yin Shenping, Mr.
+Added: Chen Guangqiang and Mr.
+Added: (the “Founders”) as a limited liability company.
+Added: The Company provides specialized oilfield equipment, automation systems,
+Added: tools, chemicals and field services to petroleum companies mainly in the People’s Republic of China (the “PRC”).
+Added: Its wholly owned subsidiary, Recon Technology Co., Limited (“Recon-HK”) was incorporated on September 6, 2007 in Hong
+Added: Other than the equity interest in Recon-HK, the Company does not own any assets or conduct any operations.
+Added: On November 15,
+Added: 2007, Recon-HK established one wholly owned subsidiary, Jining Recon Technology Ltd.
+Added: (“Recon-JN”) under the laws of
+Added: Other than the equity interest in Recon-JN, Recon-HK does not own any assets or conduct any operations.
+Added: 19, 2010 , Recon-CI established one wholly owned subsidiary, Recon Investment Ltd.
+Added: (“Recon-IN”) under the laws
+Added: Other than the equity interest in Recon-IN, Recon-CI does not own any assets or conduct any operations.
+Added: On January 18, 2014,
+Added: Recon-IN established one wholly owned subsidiary, Recon Hengda Technology (Beijing) Co., Ltd.
+Added: (“Recon-BJ”) under the
+Added: laws of the PRC.
+Added: Other than the equity interest in Recon-BJ, Recon-IN does not own any assets or conduct any operations.
+Added: The Company conducts its business through the following PRC legal
+Added: entities that are consolidated as variable interest entities (“VIEs”) and operate in the Chinese oilfield equipment
+Added: & service industry:
+Added: Beijing BHD Petroleum Technology Co., Ltd.
(“BHD”), and
−Removed: Recon Technology Co., Ltd.
+Added: Nanjing Recon Technology Co., Ltd.
(“Nanjing Recon”).
1 unchanged sentence
from 25,000,000 to 100,000,000 ordinary shares.
−Removed: Nature of Operations –
−Removed: Company engaged in (1) providing equipment, tools and other hardware related to oilfield production and management, including
−Removed: simple installations in connection with some projects;
−Removed: (2) service to improve production and efficiency of exploited oil wells,
−Removed: and (3) developing and selling its own specialized industrial automation control and information solutions.
−Removed: The products and services
−Removed: provided by the Company include:
−Removed: High-Efficiency Heating Furnaces -
−Removed: High-Efficiency Heating Furnaces are designed to remove the impurities and to prevent solidification blockage in transport pipes
−Removed: carrying crude petroleum.
−Removed: Crude petroleum contains certain impurities including water and natural gas, which must be removed before
−Removed: the petroleum can be sold.
−Removed: Multi-Purpose Fissure Shaper -
−Removed: Multipurpose fissure shapers improve the extractors’
−Removed: ability to test for and extract petroleum which requires perforation
−Removed: into the earth before any petroleum extractor can test for the presence of oil.
−Removed: Horizontal Multistage Fracturing related
−Removed: Service - The Company mainly uses Baker Hughes FracPoint™
+Added: Chinese laws and regulations currently do not prohibit or restrict
+Added: foreign ownership in petroleum businesses.
+Added: However, Chinese laws and regulations do prevent direct foreign investment in certain
+Added: However, on January 1, 2008, to protect the Company’s shareholders from possible future foreign ownership restrictions,
+Added: the Founders, who also held the controlling interest of BHD and Nanjing Recon, reorganized the corporate and shareholding structure
+Added: of these entities by entering into certain exclusive agreements with Recon-JN, which entitles Recon-JN to receive a majority of
+Added: the residual returns.
+Added: On May 29, 2009 Recon-JN and BHD and Nanjing Recon entered into an operating agreement to provide full guarantee
+Added: for the performance of such contracts, agreements or transactions entered into by BHD and Nanjing Recon.
+Added: As a result of the new
+Added: agreement, Recon-JN absorbs 100% of the expected losses and receives 90% of the expected gains of BHD and Nanjing Recon, which
+Added: resulted in Recon-JN being the primary beneficiary of these Companies.
+Added: Recon-JN also entered into Share Pledge Agreements with the Founders,
+Added: who pledged all their equity interest in these entities to Recon-JN.
+Added: The Share Pledge Agreements, which were entered into by each
+Added: Founder, pledged each of the Founders’
+Added: equity interest in BHD and Nanjing Recon as a guarantee for the service payment under
+Added: the Service Agreement.
+Added: The Service Agreement, entered into on January 1, 2008, between
+Added: Recon-JN and BHD and Nanjing Recon, states that Recon-JN will provide technical consulting services to BHD and Nanjing Recon in
+Added: exchange for 90% of their annual net profits as a service fee, which is to be paid quarterly.
+Added: In addition, Recon-HK entered into Option Agreements to allow Recon-HK
+Added: to acquire the Founders’
+Added: interest in these entities if or when permitted by the PRC laws.
+Added: Based on these exclusive agreements, the Company consolidated BHD
+Added: and Nanjing Recon as VIEs as required by Accounting Standards Codification (“ASC”) Topic 810, Consolidation because
+Added: the Company was the primary beneficiary of the VIEs.
+Added: Management makes ongoing reassessment of whether Recon-JN is the primary beneficiary
+Added: of BHD and Nanjing Recon.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: On August 28, 2000, a Founder of the Company purchased a controlling
+Added: interest in BHD which was organized under the laws of the PRC on June 29, 1999.
+Added: Through December 15, 2010, the Founders held a
+Added: 67.5% ownership interest in BHD.
+Added: From December 16, 2010 to June 30, 2012, Messers.
+Added: Yin Shenping and Chen Guangqiang held an 86.24%
+Added: ownership interest of BHD.
+Added: BHD was combined with the Company through the date of the exclusive agreements, and has been consolidated
+Added: following January 1, 2008, the date of the agreements based on ASC Topic 810.
+Added: The Company allocates profits and losses 90% and
+Added: 100%, respectively, based upon the control agreements.
+Added: Profits allocated to the minority interest are the remaining amount (10%).
+Added: On July 4, 2003, Nanjing Recon was organized under the laws
+Added: On August 27, 2007, the Founders of the Company purchased a majority ownership of Nanjing Recon from a related party
+Added: who was a majority owner of Nanjing Recon.
+Added: Through December 15, 2010, the Founders held an 80% ownership interest in Nanjing Recon.
+Added: From December 16, 2010 to June 30, 2012, Messers.
+Added: Yin Shenping and Chen Guangqiang held an 80% ownership interest in Nanjing Recon.
+Added: Nanjing Recon is combined with the Company through the date of the exclusive agreements, and is consolidated following January
+Added: 1, 2008, the date of the agreements based on ASC Topic 810.
+Added: The Company allocates profits and losses 90% and 100%, respectively,
+Added: based upon the control agreements.
+Added: Profits allocated to the non-controlling interest are the remaining amount (10%).
+Added: Nature of Operations –The Company engaged in (1) providing
+Added: equipment, tools and other hardware related to oilfield production and management, including simple installations in connection
+Added: with some projects;
+Added: (2) service to improve production and efficiency of exploited oil wells, and (3) developing and selling its
+Added: own specialized industrial automation control and information solutions.
+Added: The products and services provided by the Company include:
+Added: High-Efficiency Heating Furnaces - High-Efficiency Heating
+Added: Furnaces are designed to remove the impurities and to prevent solidification blockage in transport pipes carrying crude petroleum.
+Added: Crude petroleum contains certain impurities including water and natural gas, which must be removed before the petroleum can be
+Added: Multi-Purpose Fissure Shaper - Multipurpose fissure shapers
+Added: improve the extractors’
+Added: ability to test for and extract petroleum which requires perforation into the earth before any petroleum
+Added: extractor can test for the presence of oil.
+Added: Horizontal Multistage Fracturing related Service - The Company
+Added: mainly uses Baker Hughes FracPoint™
system and provides related service to oilfield companies.
The Baker Hughes FracPoint™
−Removed: system provided a completion method using packers to isolate sections of the wellbore (stages)
−Removed: and frac sleeves to direct the frac treatment to the desired stage.
−Removed: The use of this type of completion eliminated the need for
−Removed: cementing the liner, coiled tubing operations, and wireline operations, while significantly reducing overall pumping time.
−Removed: Supervisory Control and Data Acquisition
−Removed: System (“SCADA”) - SCADA is an industrial computerized process control system for monitoring, managing and controlling
−Removed: petroleum extraction.
−Removed: SCADA integrates underground and aboveground activities of the petroleum extraction industry.
−Removed: can help to manage the oil extraction process in real-time to reduce the costs associated with extraction.
+Added: system provided a completion method using packers to isolate sections of the wellbore (stages) and frac sleeves to direct the frac
+Added: treatment to the desired stage.
+Added: The use of this type of completion eliminated the need for cementing the liner, coiled tubing operations,
+Added: and wireline operations, while significantly reducing overall pumping time.
+Added: Supervisory Control and Data Acquisition System (“SCADA”)
+Added: - SCADA is an industrial computerized process control system for monitoring, managing and controlling petroleum extraction.
+Added: integrates underground and aboveground activities of the petroleum extraction industry.
+Added: This system can help to manage the oil
+Added: extraction process in real-time to reduce the costs associated with extraction.
SIGNIFICANT ACCOUNTING POLICIES
−Removed: Basis of Presentation -
−Removed: The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles
+Added: Basis of presentation - The
+Added: 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
4 unchanged sentences
financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2015.
−Removed: The results of operations for the interim periods presented may not be indicative of the operating results to be expected for
−Removed: the Company’s fiscal year ending June 30, 2015.
+Added: results of operations for the interim periods presented may not be indicative of the operating results to be expected for the
+Added: Company’s fiscal year ending June 30, 2016..
+Added: Principles of Consolidation –
+Added: The unaudited
+Added: condensed consolidated financial statements include the accounts of the Company, all the subsidiaries and VIEs of the Company.
+Added: All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: Variable Interest Entities - A
−Removed: VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated
−Removed: financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest.
−Removed: A VIE is consolidated
−Removed: by its primary beneficiary.
−Removed: The primary beneficiary has both the power to direct the activities that most significantly impact
−Removed: the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that
−Removed: could potentially be significant to the VIE.
−Removed: We perform ongoing assessments to determine whether an entity should be considered
−Removed: 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.
−Removed: Assets recognized as a result of consolidating
−Removed: VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets.
−Removed: liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general
−Removed: rather, they represent claims against the specific assets of the consolidated VIEs.
−Removed: Currency Translation - The
−Removed: Company’s functional currency is the Chinese Yuan (“RMB”) and the accompanying consolidated financial statements
−Removed: have been expressed in Chinese Yuan.
−Removed: The statements as of and for the nine months period ended March 31, 2015 have been translated
−Removed: into United States dollars (“U.S.
−Removed: dollars”) solely for the convenience of the readers.
−Removed: The translation has been made
−Removed: at the rate of ¥6.1091 = US$1.00, the approximate exchange rate prevailing on March 31, 2015.
+Added: Variable Interest Entities - A VIE is an entity
+Added: that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial
+Added: support or (ii) has equity investors who lack the characteristics of a controlling financial interest.
+Added: A VIE is consolidated by
+Added: its primary beneficiary.
+Added: The primary beneficiary has both the power to direct the activities that most significantly impact the
+Added: entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could
+Added: potentially be significant to the VIE.
+Added: The Company performs ongoing assessments to determine whether an entity should be considered
+Added: a VIE and whether an entity previously identified as a VIE continues to be a VIE and whether the Company continues to be the primary
+Added: Assets recognized as a result of consolidating VIEs do not represent
+Added: additional assets that could be used to satisfy claims against the Company’s general assets.
+Added: Conversely, liabilities recognized
+Added: as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets;
+Added: represent claims against the specific assets of the consolidated VIEs.
+Added: Currency Translation - The Company’s functional
+Added: currency is the Chinese Yuan (“RMB”) and the accompanying unaudited condensed consolidated financial statements have
+Added: been expressed in Chinese Yuan.
+Added: The unaudited condensed consolidated financial statements as of and for the three months ended
+Added: September 30, 2015 have been translated into United States dollars (“U.S.
+Added: dollars”) solely for the convenience of the
+Added: The translation has been made at the rate of ¥6.3538 = US$1.00, the approximate exchange rate prevailing on September
These translated U.S.
−Removed: amounts should not be construed as representing Chinese Yuan amounts or that the Chinese Yuan amounts have been or could be converted
−Removed: Estimates and assumptions -
−Removed: The preparation of the consolidated financial statements in conformity with U.S.
−Removed: GAAP requires that management make estimates
−Removed: and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
−Removed: at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: are adjusted to reflect actual experience when necessary.
−Removed: Significant estimates include revenue recognition, allowance for doubtful
−Removed: accounts, inventory valuation, warrants liability, the useful lives of property and equipment and the fair value of stock based
−Removed: Since the use of estimates is an integral component of the financial reporting process, actual results could differ
−Removed: from those estimates.
−Removed: Fair Values of Financial Instruments
−Removed: - The US GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define
−Removed: fair value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize
−Removed: the use of unobservable inputs when measuring fair value.
−Removed: The three levels of inputs are defined
+Added: dollar amounts should not be construed as representing Chinese Yuan amounts or that the Chinese
+Added: Yuan amounts have been or could be converted into U.S.
+Added: Estimates and assumptions - The preparation of the
+Added: consolidated financial statements in conformity with U.S.
+Added: GAAP requires that management make estimates and assumptions that affect
+Added: the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
+Added: statements and the reported amounts of revenues and expenses during the reporting periods.
+Added: Estimates are adjusted to reflect
+Added: actual experience when necessary.
+Added: Significant accounting estimates reflected in the Company’s consolidated financial statements
+Added: include revenue recognition, allowance for doubtful accounts, allowance for inventory, deferred taxes, warrants liabilities, the
+Added: useful lives of property and equipment and the fair value of share- based payments.
+Added: Since the use of estimates is an integral component
+Added: of the financial reporting process, actual results could differ from those estimates.
+Added: Fair Values of Financial Instruments - The US GAAP
+Added: accounting standards regarding fair value of financial instruments and related fair value measurements define fair value, establish
+Added: a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable
+Added: inputs when measuring fair value.
+Added: The three levels of inputs are defined as follows:
Level 1 inputs to the valuation
3 unchanged sentences
asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
−Removed: Level 3 inputs to the valuation
−Removed: methodology are unobservable.
−Removed: The carrying amounts reported in the consolidated
−Removed: balance sheets for trade accounts receivable, other receivables, purchase advances, trade accounts payable, accrued liabilities,
−Removed: advances from customers, short-term bank loan and short-term borrowings approximate fair value because of the immediate or short-term
−Removed: maturity of these financial instruments.
−Removed: Long-term borrowings approximate fair value because the interest rate charged approximates
−Removed: the market rate.
−Removed: Long-term other receivables approximate fair value because interest rate approximates the market rate.
−Removed: investment is carried at fair value, which was value determined using level 1 inputs.
+Added: Level 3 inputs to the
+Added: valuation methodology are unobservable.
+Added: The carrying amounts reported in the consolidated balance sheets for trade accounts receivable, other
+Added: receivables, purchase advances, trade accounts payable, accrued liabilities, advances from customers, short-term bank loan and
+Added: short-term borrowings approximate fair value because of the immediate or short-term maturity of these financial instruments.
+Added: borrowings approximate fair value because the interest rate charged approximates the market rate.
+Added: Long-term other receivables approximate
+Added: fair value because interest rate approximates the market rate.
+Added: Long-term investment is measured at fair value
+Added: which was determined to be zero during the three months ended September 30, 2015 using level 1 inputs.
(See Note 8.)
−Removed: The fair value of the warrants liability
−Removed: was determined using the Black-Scholes Model, as Level 2 inputs (See Note 13).
−Removed: Cash and Cash Equivalents -
−Removed: Cash and cash equivalents are comprised of cash on hand, demand deposits and highly liquid short-term debt investments with stated
−Removed: original maturities of no more than three months.
−Removed: Since a majority of the bank accounts are located in the PRC, those bank balances
−Removed: are uninsured.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: Trade Accounts, Notes and Other
−Removed: Receivables –
−Removed: Accounts and notes receivable are generates from products sold to or services provided to customers.
−Removed: Accounts receivable are carried at original invoiced amount less a provision for any potential uncollectible amounts.
−Removed: are considered past due when the related receivables are more than a year old.
−Removed: Provision is made against trade accounts and other
−Removed: receivables to the extent they are considered to be doubtful.
+Added: The fair value of the warrants liability was
+Added: determined using the Black-Scholes Model, as Level 2 inputs (See Note 13).
+Added: Cash and Cash Equivalents -
+Added: Cash and cash equivalents are comprised of cash on hand, demand deposits
+Added: and highly liquid short-term debt investments with stated original maturities of no more than six months.
+Added: Since a majority of
+Added: the company’s bank accounts are located in the PRC, those bank balances are uninsured.
+Added: Trade Accounts and Other Receivables - Accounts
+Added: receivable are carried at original invoiced amounts less a provision for any potential uncollectible amounts.
+Added: Accounts are considered
+Added: past due when the related receivables are more than a year old.
+Added: Provision is made against trade accounts and other receivables
+Added: to the extent they are considered to be doubtful.
Accounts are written off after extensive efforts at collection.
−Removed: Other receivables arise from transactions with non-trade customers.
−Removed: Notes receivable represents trade accounts receivable due
−Removed: from various customers where the customers’
−Removed: banks have guaranteed the payments.
−Removed: The notes are non-interest bearing and normally
−Removed: paid within three to six months.
−Removed: Purchase Advances - Purchase
−Removed: advances are the amounts prepaid to suppliers for purchases of inventory and are recognized as inventory when the final amount
−Removed: is paid to the suppliers and the inventory is delivered.
−Removed: Inventories - Inventories
−Removed: are stated at the lower of cost or market value, on a weighted average basis for BHD.
−Removed: Inventories are stated at the lower of cost
−Removed: or market value, on a first-in-first-out basis for Nanjing Recon and ENI.
−Removed: The methods of determining inventory costs are used
−Removed: consistently from year to year.
−Removed: Allowance for inventory obsolescence is provided when the market value of certain inventory items
−Removed: are lower than the cost.
−Removed: Property and Equipment -
−Removed: Property and equipment are stated at cost.
−Removed: Depreciation on motor vehicles and office equipment is computed using the straight-line
−Removed: method over the estimated useful lives of the assets, which range from two to ten years.
−Removed: Leasehold improvements are amortized
−Removed: over the shorter of the lease term or the estimated useful life of the assets.
−Removed: Long-Lived Assets - The
−Removed: Company applies the ASC Topic 360 “Property, plant and equipment.”
−Removed: ASC Topic 360 requires that long-lived assets,
−Removed: such as property and equipment be reviewed for impairment whenever events or changes in circumstances indicate that the carrying
−Removed: amount of an asset or asset group may not be recoverable.
−Removed: Recoverability of assets to be held and used is measured by a comparison
−Removed: of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
−Removed: If the carrying
−Removed: amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by
−Removed: which the carrying amount of the asset exceeds the fair value of the asset.
−Removed: Fair value is determined based on the estimated discounted
−Removed: future cash flows expected to be generated by the asset.
−Removed: There were no impairments at June 30, 2014 and March 31, 2015.
−Removed: Revenue Recognition - The
−Removed: Company recognizes revenue when the following four criteria are met:
−Removed: (1) persuasive evidence of an arrangement, (2) delivery
−Removed: has occurred or services have been provided, (3) the sales price is fixed or determinable, and (4) collectability is
−Removed: reasonably assured.
−Removed: Delivery does not occur until products have been shipped or services have been provided to the customers and
−Removed: the customers have signed a completion and acceptance report, risk of loss has transferred to the customers, customers acceptance
−Removed: provisions have lapsed, or the Company has objective evidence that the criteria specified in customers’
−Removed: acceptance provisions
−Removed: have been satisfied.
−Removed: The sales price is not considered to be fixed or determinable until all contingencies related to the sale
−Removed: have been resolved.
−Removed: Revenue from hardware sales is generally
−Removed: recognized when the product is shipped to the customer and when there are no unfulfilled company obligations that affect the customer’s
−Removed: final acceptance of the arrangement.
+Added: Other receivables
+Added: arise from transactions with non-trade customers.
+Added: Purchase Advances - Purchase advances are the amounts
+Added: prepaid to suppliers for purchases of inventory and are recognized as inventory when the final amount is paid to the suppliers
+Added: and the inventory is delivered.
+Added: Inventories - Inventories are stated at the lower
+Added: of cost or market value, on a weighted average basis for BHD.
+Added: Inventories are stated at the lower of cost or market value, on a
+Added: first-in-first-out basis for Nanjing Recon.
+Added: The methods of determining inventory costs are used consistently from year to year.
+Added: Allowance for inventory obsolescence is provided when the market value of certain inventory items are lower than the cost.
+Added: Property and Equipment - Property and equipment
+Added: are stated at cost.
+Added: Depreciation on motor vehicles and office equipment is computed using the straight-line method over the estimated
+Added: useful lives of the assets, which range from two to ten years.
+Added: Leasehold improvements are amortized over the shorter of the lease
+Added: term or the estimated useful life of the assets.
+Added: Motor vehicles
+Added: Office equipment
+Added: Leasehold improvement
+Added: Long-term investment –
+Added: Long-term investment
+Added: in equity over which the Company has the ability to exercise significant influence but not control, and that, in general, are 20-50
+Added: percent owned, are stated at cost plus equity in undistributed net income (loss) of the investee.
+Added: These investments are evaluated
+Added: for impairment, in which an impairment loss would be recorded whenever a decline in the value of an equity investment below its
+Added: carrying amount is determined to be “other than temporary.”
+Added: In judging “other than temporary,”
+Added: would consider the length of time and extent to which the fair value of the investment has been less than the carrying amount of
+Added: the investment, the near-term and longer-term operating and financial prospects of the investee, and the Company’s longer-term
+Added: intent of retaining the investment in the investee.
+Added: Long-Lived Assets - The Company applies the ASC Topic
+Added: 360 “Property, plant and equipment.”
+Added: ASC Topic 360 requires that long-lived assets, such as property and equipment
+Added: be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group
+Added: may not be recoverable.
+Added: Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset
+Added: to estimated undiscounted future cash flows expected to be generated by the asset.
+Added: If the carrying amount of an asset exceeds its
+Added: estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the
+Added: asset exceeds the fair value of the asset.
+Added: Fair value is determined based on the estimated discounted future cash flows expected
+Added: to be generated by the asset.
+Added: There were no impairments at June 30, 2015 and September 30, 2015.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: Revenue Recognition - The Company recognizes revenue
+Added: when the following four criteria are met:
+Added: (1) persuasive evidence of an arrangement, (2) delivery has occurred or services
+Added: have been provided, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured.
+Added: does not occur until products have been shipped or services have been provided to the customers and the customers have signed a
+Added: completion and acceptance report, risk of loss has transferred to the customers, customers’
+Added: acceptance provisions have lapsed,
+Added: or the Company has objective evidence that the criteria specified in customers’
+Added: acceptance provisions have been satisfied.
+Added: The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.
+Added: Revenue from hardware sales is generally recognized when the product
+Added: is shipped to the customer and when there are no unfulfilled company obligations that affect the customer’s final acceptance
+Added: of the arrangement.
The Company sells self-developed software.
6 unchanged sentences
Revenue is not recognized until completion of the contracts and receipt of acceptance
−Removed: The Company provides services to improve
−Removed: software function and system operation on separated fixed-price contracts.
−Removed: Revenue is recognized on the completed contract method
−Removed: when acceptance is determined by a completion report signed by the customer.
−Removed: Deferred revenue represents unearned amounts
−Removed: billed to customers related to sales contracts.
+Added: The Company provides services to improve software function and
+Added: systems operation on separated fixed-price contracts.
+Added: Revenue is recognized on the completed contract method when acceptance is
+Added: determined by a completion report signed by the customer.
+Added: Deferred revenue represents unearned amounts billed to customers
+Added: related to sales contracts.
+Added: Subsidy Income - Grants are given by the government
+Added: to support local software companies’
+Added: operation and research and development.
+Added: Grants related to research and development projects
+Added: are recognized as subsidy income in the unaudited condensed consolidated statements of operations when received.
+Added: Grants in the
+Added: form of value-added-tax refund for software products are recognized when received.
+Added: Share-Based Compensation - The Company accounts for
+Added: share-based compensation in accordance with ASC Topic 718, Share-Based Payment .
+Added: Under the fair value recognition provisions
+Added: of this topic, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized
+Added: as expense with graded vesting on a straight–line basis over the requisite service period for the entire award.
+Added: has elected to recognize compensation expenses using the Binomial Lattice valuation model estimated at the grant date based on
+Added: the award’s fair value.
+Added: Income Taxes - Income taxes are provided based upon
+Added: the liability method of accounting pursuant to ASC Topic 740, Accounting for Income Taxes .
+Added: Provisions for income taxes are
+Added: based on taxes payable or refundable for the current year and deferred taxes.
+Added: Deferred taxes are provided on differences between
+Added: the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards.
+Added: tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period
+Added: in which the deferred tax assets and liabilities are expected to be realized or settled.
+Added: As changes in tax laws or rates are enacted,
+Added: deferred tax assets and liabilities are adjusted through the provision for income taxes.
+Added: The Company has not been subject to any
+Added: income taxes in the United States or the Cayman Islands.
+Added: Under ASC Topic 740, the Company may recognize the tax benefit from
+Added: an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
+Added: authorities, based on the technical merits of the position.
+Added: The tax benefits recognized in the financial statements from such a
+Added: position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon
+Added: ultimate settlement.
+Added: Income tax returns for the year prior to 2010 are no longer subject to examination by tax authorities.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: Subsidy Income - Grants
−Removed: are given 1) by the government to support local software companies’
−Removed: operation and research and development and 2) by some
−Removed: local government to support development of selected middle and small-sized enterprises.
−Removed: Grants related to research and development
−Removed: projects are recognized as subsidy income in the unaudited condensed consolidated statements of operations when received.
−Removed: in the form of value-added-tax refund for software products are recognized when received.
−Removed: Share-Based Compensation -
−Removed: The Company accounts for share-based compensation in accordance with ASC Topic 718, Share-Based Payment .
−Removed: Under the fair
−Removed: value recognition provisions of this topic, share-based compensation cost is measured at the grant date based on the fair value
−Removed: of the award and is recognized as expense with graded vesting on a straight–line basis over the requisite service period
−Removed: for the entire award.
−Removed: The Company has elected to recognize compensation expenses mainly using the Black-Scholes valuation model
−Removed: estimated at the grant date based on the award’s fair value.
−Removed: Income Taxes - Income taxes
−Removed: are provided based upon the liability method of accounting pursuant to ASC Topic 740, Accounting for Income Taxes .
−Removed: for income taxes are based on taxes payable or refundable for the current year and deferred taxes.
−Removed: Deferred taxes are provided
−Removed: on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax
−Removed: carry forwards.
−Removed: Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates
−Removed: applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.
−Removed: As changes in
−Removed: tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
−Removed: has not been subject to any income taxes in the United States or the Cayman Islands.
−Removed: Under ASC Topic 740, the Company may recognize
−Removed: the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination
−Removed: by the taxing authorities, based on the technical merits of the position.
−Removed: The tax benefits recognized in the financial statements
−Removed: from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being
−Removed: realized upon ultimate settlement.
−Removed: Income tax returns for the years prior to 2010 are no longer subject to examination by tax
−Removed: Earnings per Share (“EPS”)
−Removed: - Basic EPS is computed by dividing net income attributable to ordinary shareholders by the weighted average number of
−Removed: ordinary shares outstanding.
−Removed: Diluted EPS are computed by dividing net income attributable to ordinary shareholders by the weighted-average
−Removed: number of ordinary shares and dilutive potential ordinary share equivalents outstanding.
−Removed: Potentially dilutive ordinary shares consist
−Removed: of ordinary shares issuable upon the conversion of ordinary stock options, restricted shares and warrants (using the treasury
−Removed: stock method).
−Removed: For the nine months ended March 31, 2014, there were 57,725 restricted shares included in the weighted average
−Removed: dilutive shares calculation.
−Removed: The effect from options, restricted shares and warrants would have been anti-dilutive due to the
−Removed: fact that we incurred a net loss during the nine months ended March 31,
−Removed: 2015 and three months ended March 31, 2014 and 2015.
+Added: Earnings (loss) per Share (“EPS”) - Basic
+Added: EPS is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding.
+Added: Diluted EPS are computed
+Added: by dividing net income (loss) by the weighted-average number of ordinary shares and dilutive potential ordinary share equivalents
+Added: Potentially dilutive ordinary shares consist of ordinary shares
+Added: issuable upon the conversion of ordinary stock options, restricted shares and warrants (using the treasury stock method).
+Added: The effect from options, restricted shares and warrants would have been anti-dilutive due to the fact that we incurred a net loss
+Added: during the three months ended September 30, 2014 and 2015.
Recently Issued Accounting Pronouncements -
−Removed: In January 2015, the
−Removed: FASB issued ASU 2015-02, "Consolidation (Topic 810) –
−Removed: Amendments to the Consolidation Analysis".
−Removed: The ASU concludes
−Removed: the FASB’s project to rescind the indefinite deferral of the VIE guidance in ASU 2009-17 for reporting entities with variable
−Removed: interests in legal entities that have the attributes of an investment company that meet certain criteria (ASU 2010-103).
−Removed: also makes changes to the VOE consolidation model.
−Removed: The ASU does not change the general order in which the consolidation models
−Removed: A reporting entity that holds an economic interest in, or is otherwise involved with, another legal entity (has a
−Removed: “variable interest”) should first determine if the VIE model applies, and if so, whether it holds a controlling financial
−Removed: interest under that model.
−Removed: If the entity being evaluated for consolidation is not a VIE, then the VOE model should be applied
−Removed: to determine whether the entity should be consolidated by the reporting entity.
−Removed: Since consolidation is only assessed for legal
−Removed: entities, the determination of whether there is a legal entity is important.
−Removed: It is often clear when the entity is incorporated,
−Removed: but unincorporated structures can also be legal entities and judgment may be required to make that determination.
−Removed: The amendments
−Removed: in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years,
−Removed: beginning after December 15, 2015.
−Removed: For all other entities, the amendments in this Update are effective for fiscal years beginning
−Removed: after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017.
−Removed: Early adoption is permitted,
−Removed: including adoption in an interim period.
−Removed: Management is evaluating the significant impact, if any, on the Company’s consolidated
−Removed: financial statements.
+Added: In August 2015, the FASB issued Accounting
+Added: Standards Update No.
+Added: 2015-14, Revenue from Contracts with Customers (Topic 606):
+Added: Deferral of the Effective Date, or ASU 2015-14.
+Added: This amendment defers the effective date of the previously issued Accounting Standards Update No.
+Added: 2014-09, Revenue from Contracts
+Added: with Customers (Topic 606), or ASU 2014-09, until the interim and annual reporting periods beginning after December 15, 2017.
+Added: application is permitted for interim and annual reporting periods beginning after December 15, 2016.
+Added: The Company is evaluating
+Added: the effect of this standard the Company's consolidated financial position, results of operations and cash flows.
+Added: In August 2015, the FASB has issued Accounting
+Added: Standards Update (ASU) No.
+Added: 2015-15, Interest - Imputation of Interest (Subtopic 835-30):
+Added: Presentation and Subsequent Measurement
+Added: of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement
+Added: at June 18, 2015 EITF Meeting.
+Added: This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging
+Added: Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit
+Added: arrangements.
+Added: Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit
+Added: arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently
+Added: amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there
+Added: are any outstanding borrowings on the line-of-credit arrangement.
+Added: The Company does not expect this update will have a material
+Added: impact on the Company's consolidated financial position, results of operations and cash flows.
+Added: In September 2015, the FASB issued ASU 2015-16,
+Added: Business Combinations (Topic 805):
+Added: Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement
+Added: to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet.
+Added: Prior to the issuance of ASU 2015-16, an acquirer was required to restate prior period financial statements as of the acquisition
+Added: date for adjustments to provisional amounts.
+Added: This guidance is effective for fiscal years beginning after December 15, 2015, including
+Added: interim periods within fiscal years.
+Added: The Company does not expect this update will have a material impact on the Company's consolidated
+Added: financial position, results of operations and cash flows.
RECON TECHNOLOGY, LTD
4 unchanged sentences
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Trade accounts receivable
2 unchanged sentences
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
−Removed: Third Party –
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Allowance for doubtful accounts
−Removed: Total - long-term trade accounts receivable, net
−Removed: The receivable from Yabei Nuoda was recognized
−Removed: primarily from the sale of automation system and services based on written contracts.
−Removed: Based on the repayment agreement signed
−Removed: on August 27, 2014, the outstanding balance will be collected in four years beginning 2016, with each installment of ¥4,015,644.
−Removed: * One of the Founders, Mr.
−Removed: Yin Shenping,
−Removed: was the legal representative of Beijing Yabei Nuoda Science and Technology Co.
−Removed: Ltd (“Yabei Nuoda”) before December
−Removed: 2013 and Chairman as of September 30, 2014.
−Removed: On October 30, 2014, Mr.
−Removed: Yin resigned from the chairman position and thus Yabei Nuoda
−Removed: is not a related party of the Company after October 30, 2014.
−Removed: Yin does not have any equity interest
−Removed: in this company currently.
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Related Party
−Removed: Beijing Yabei Nuoda Science and Technology Co.
Beijing Langchen Construction Company
2 unchanged sentences
Total - related-parties, net
−Removed: RECON TECHNOLOGY, LTD
−Removed: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Third Party –
2 unchanged sentences
Total - long-term trade accounts receivable, net
+Added: * The receivable
+Added: from Yabei Nuoda was recognized primarily from the sale of automation system and services based on written contracts.
+Added: the repayment agreement signed on September 2, 2015, the outstanding balance will be collected in two years beginning 2017, with
+Added: each installment of ¥2,467,036.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
OTHER RECEIVABLES, NET
1 unchanged sentence
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Current Portion
5 unchanged sentences
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Non-Current Portion
Due from ENI (A)
−Removed: After ENI ceased to be a VIE of the Company, ENI in January 2012 agreed to repay the loan on a payment
−Removed: schedule, with interest accrued during the period at an annual rate of 4%.
−Removed: In accordance with the payment schedule, the principal
−Removed: plus accrued interest is required to be repaid over approximately three years on a quarterly basis beginning March 2012.
−Removed: four payments are RMB 1.2 million each.
+Added: 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
+Added: during the period at an annual rate of 4%.
+Added: In accordance with the payment schedule, the principal plus accrued interest is required
+Added: to be repaid over approximately three years on a quarterly basis beginning March 2012.
+Added: The first four payments are RMB 1.2 million
In March, June, September and December of 2012, the Company received RMB 4.8 million.
−Removed: March 2013, installments for each quarter would be ¥1,777,653.
+Added: Starting March 2013, installments
+Added: for each quarter would be ¥1,777,653.
The Company received the payments on time in March and June, 2013.
−Removed: On September 30, 2013, ENI proposed to extend the payment period and signed a new contract with the Company.
−Removed: the new arrangement, the remaining part of this loan will be repaid over four years with
−Removed: quarterly installments of ¥699,147.
−Removed: The Company has continued to receive the payments under the agreement.
−Removed: due on March 30, 2015 was received on April 08, 2015.
−Removed: to third parties are mainly used for short-term funding to support cooperative companies.
+Added: On September 30,
+Added: 2013, ENI proposed to extend the payment period and signed a new contract with the Company.
+Added: According to the new arrangement,
+Added: the remaining part of this loan will be repaid over four years with quarterly installments of ¥699,147 ($110,036).
+Added: Company has continued to receive payments under the agreement.
+Added: (B) Loans to third-parties are mainly used for short-term funding to
+Added: support cooperative companies.
These loans are due on demand bearing no interest.
2 unchanged sentences
and acceptance.
+Added: receivables - related parties represent loans to related parties for working capital advances to related entities.
+Added: Such advances
+Added: are due-on-demand and are non-interest bearing.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: receivables - related parties represent loans to related parties for working capital advances to related entities.
−Removed: Such advances
−Removed: are due-on-demand and non-interest bearing.
Below is a summary of other receivables - related parties which
2 unchanged sentences
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Name of Related Party
−Removed: Beijing Yabei Nuoda Science and Technology Co.
Beijing Langchen Construction Company
−Removed: Other-business advances
−Removed: * Not a related party after October
PURCHASE ADVANCES
−Removed: purchased products and services from a third-party and a related party during the normal course of business.
−Removed: Purchase advances
−Removed: consisted of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: The Company purchased products and services from a third-party
+Added: and a related party during the normal course of business.
+Added: Purchase advances consisted of the following:
Prepayment for inventory purchase
Allowance for doubtful accounts
−Removed: is a summary of purchase advances to related party.
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: Below is a summary of purchase advances to related party.
Related Party
−Removed: Xiamen Huasheng Hitek Computer Network Co.
−Removed: The Company entered into a purchase agreement with Xiamen Huasheng
−Removed: Hitek in September, 2014 and planned to offset the purchase advance.
−Removed: At September 30, 2014, remaining amount to be paid was ¥797,585,
−Removed: which was included in accounts payable-related party.
−Removed: In October, 2014, the Company didn’t offset the advance payment and
−Removed: paid the whole contract amount in cash.
−Removed: of the Founders and a family member collectively own 57% of Xiamen Huasheng Hitek Computer
−Removed: Current ending balance of the purchase advances to Xiamen Huasheng Hitek
−Removed: is expect to be settled before year end.
−Removed: RECON TECHNOLOGY, LTD
−Removed: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
+Added: Xiamen Huangsheng Hitek Computer Network Co.
Inventories consisted of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30,
+Added: September 30,
Small component parts
Purchased goods and raw materials
−Removed: Work in process
+Added: Work in process and goods on site
Finished goods
−Removed: Total inventories
−Removed: was no inventory obsolescence reserve at June 30, 2014 and March 31, 2015.
+Added: Allowance for slow moving inventory
+Added: Total inventories, net
+Added: for slow moving inventory was ¥7,700,836 and ¥2,846,559 ($448,008) at June 30, 2015 and September 30, 2015,
+Added: respectively.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
Motor vehicles
Office equipment and fixtures
+Added: Leasehold improvement
Total property and equipment
1 unchanged sentence
Property and equipment, net
−Removed: Depreciation expense was ¥156,098
−Removed: and ¥94,773 ($15,513) for the three months ended March 31, 2014 and 2015, respectively.
−Removed: Depreciation expense was ¥457,439
−Removed: and ¥369,284 ($60,448) for the nine months ended March 31, 2014 and 2015, respectively.
+Added: Depreciation expense was ¥121,347 and ¥
+Added: 259,768 ($40,884) for the three months ended September 30, 2014 and 2015, respectively.
LONG-TERM INVESTMENT
−Removed: On June 28, 2013, the Company purchased
−Removed: 2,800,000 restricted shares of Avalon Oil and Gas, Inc.
+Added: On June 28, 2013, the Company purchased 2,800,000 restricted
+Added: shares of Avalon Oil and Gas, Inc.
("Avalon") for $0.089 per share, or approximately ¥1.5 million ($250,000).
−Removed: Since the restriction for the shares is for two years, the Company was able to acquire the shares at 50% of the market
−Removed: The investment was accounted for using the equity method and no gain or loss from equity investment was recorded for the
−Removed: year ended June 30, 2013 due to immateriality.
−Removed: As of June 30, 2014 and March 31, 2015, Recon owned 24.02% and 23.61 %
−Removed: of Avalon’s outstanding shares, respectively.
−Removed: Avalon is an independent US domestic oil and natural gas producer listed on
−Removed: the OTCBB under the ticker symbol AOGN.
−Removed: Avalon is building a portfolio of oil and gas producing properties to generate asset growth.
−Removed: However, the stock is not actively traded and, based on available information and discussion with the management team of Avalon,
−Removed: we believe Avalon’s operating loss would not be recovered in the foreseeable future, therefore, the Company considered the
−Removed: investment to be impaired and recorded an investment loss of ¥1,535,250 ($250,000) for the year ended June 30, 2014 to
−Removed: write its investment down to zero.
+Added: the shares are restricted for two years, the Company was able to acquire the shares at 50% of the market value.
+Added: The investment
+Added: was accounted for using the equity method and no gain or loss from equity investment was recorded for the year ended June 30, 2013
+Added: due to immateriality.
+Added: As of June 30, 2015 and September 30, 2015, Recon owned 16.92% and 16.00% of Avalon’s outstanding
+Added: shares, respectively.
+Added: Avalon is an independent US domestic oil and natural gas producer listed on the OTCBB under the ticker symbol
+Added: Avalon engages in the acquisition, exploration and development of oil and gas producing properties in the US.
+Added: available information and discussion with the management team of Avalon, the Company believes Avalon’s operating loss would
+Added: not be recovered in the foreseeable future, therefore, the Company considered the investment to be impaired and recorded an investment
+Added: loss of ¥1,535,250 ($250,000) for the year ended June 30, 2014 and has written its investment down to zero.
+Added: On April 13, 2015, BHD reached an agreement to invest RMB 80 million in Huanghua Heng Da Xiang Tong Manufacture
+Added: Ltd (“HHBHD”) for a 54.05% ownership interest.
+Added: BHD’s board of Directors and shareholders approved the transaction
+Added: to invest in HHBHD.
+Added: The investment is to enhance cooperation with HHBHD and protect BHD’s design copyright.
+Added: Based on mutual
+Added: agreements, BHD shall not enjoy voting right until the payment of investment is on position.
+Added: As of November 13, 2015, no payment
+Added: was made to HHBHD for this investment and BHD did not have control or significant influence over HHBHD.
RECON TECHNOLOGY, LTD
3 unchanged sentences
Other payables consisted of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
Consulting services
Distributors and employees
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
Related Party
1 unchanged sentence
Expenses paid by the major shareholders
−Removed: Due to family member of one owner on behalf on Recon
Due to management staff on behalf of Recon
−Removed: an advance from Xiamen Henda Haitek for RMB 2,499,347 to supplement the Company’s
−Removed: working capital.
−Removed: The advances are payable on demand and non-interest bearing.
TAXES PAYABLE
2 unchanged sentences
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30, 2015
+Added: September 30, 2015
Enterprise income tax payable
1 unchanged sentence
Total taxes payable
−Removed: SHORT-TERM BANK LOANS
+Added: SHORT-TERM BANK LOAN
Short-term bank loans consisted of the following:
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
−Removed: Industrial and commercial bank, floating interest rate at 5.6%, due on December 24, 2014
+Added: September 30, 2015
+Added: September 30, 2015
Industrial and Commercial Bank, floating interest rate at 6.0%, due on June 19, 2016
3 unchanged sentences
FINANCIAL STATEMENTS
−Removed: expense was ¥277,445 and ¥162,000 ($26,518) for the three months ended March 31, 2014 and 2015, respectively.
−Removed: expense was ¥754,202 and ¥400,178 ($65,505) for the nine months ended March 31, 2014 and 2015, respectively.
−Removed: SHORT-TERM BORROWINGS DUE
−Removed: TO RELATED PARTIES
−Removed: Short-term borrowings due to related parties are generally
−Removed: extended upon maturity and consisted of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: Interest expense
+Added: for the short-term bank loan was ¥157,511 and ¥108,407 ($17,062) for the three months ended September 30, 2014 and 2015,
+Added: respectively.
SHORT-TERM BORROWINGS DUE TO RELATED PARTIES
−Removed: Short-term borrowing from a Founder, 6.6% annual interest, due on December 25, 2014
−Removed: Short-term borrowing from a Founder, 7.0% annual interest, due on October 22, 2015
−Removed: Short-term borrowing from a Founder, 6.0% annual interest, due on October 2, 2015
−Removed: Short-term borrowing from a Founder, 6.2% annual interest, due on October 12, 2015
+Added: Short-term borrowings due to related
+Added: September 30,
+Added: Short-term borrowing from a Founder, 7.2% annual interest, due on October 20, 2015(A)
+Added: Short-term borrowing from a Founder, 6.0% annual interest, due on October 2, 2015 (B)
+Added: Short-term borrowing from a Founder, 5.13% annual interest, due on October 12, 2015.(C)
+Added: Short-term borrowing from a Founder's family member, no interest, due on various dates
+Added: Short-term borrowing from a Founder, 7.2% annual interest, due on September 25, 2016
Short-term borrowings from Xiamen Huasheng Haitian Computer Network Co.
1 unchanged sentence
Total short-term borrowings due to related parties
−Removed: Interest expense for short-term borrowings
−Removed: due to related parties was none and ¥177,109 ($28,991) for the three months ended March 31, 2014 and 2015, respectively.
−Removed: Interest expense for short-term borrowings
−Removed: due to related parties was ¥1,441 and ¥407,887 ($66,767) for the nine months ended March 31, 2014 and 2015, respectively.
−Removed: Note 13 –WARRANT LIABILITY
−Removed: In connection with the stock offering
−Removed: in November 2013, the Company issued warrants to certain institutional investors and placement agent to purchase 218,600 ordinary
−Removed: shares at exercise price of $5.38.
−Removed: On February 13, 2015, the Company redeemed
−Removed: 163,950 warrants by issuing 204,938 ordinary shares (1.25 shares of ordinary shares to exchange one warrant) to institutional
−Removed: 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.
−Removed: According to ASC 815-40, if the strike
−Removed: price of the warrants is denominated in a currency other than the Company’s functional currency, the warrants are not considered
−Removed: indexed to the entity’s own stock.
−Removed: The Company’s functional currency is RMB and the strike price of the warrants is
−Removed: denominated in USD, as a result, the warrants are classified as liabilities with all future changes in the fair value of these
−Removed: warrants recognized in earnings until such time as the warrants are exercised or expired.
−Removed: These common stock purchase warrants do
−Removed: not trade in an active securities market, and as such, their fair value is estimated by using the Black–Scholes Option Pricing
−Removed: Model using the following assumptions:
−Removed: RECON TECHNOLOGY, LTD
−Removed: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: Annual dividend yield
−Removed: Exercised price
−Removed: Underlying stock price at valuation date
−Removed: Expected life (years)
−Removed: Risk-free interest rate
−Removed: Expected volatility
−Removed: Expected volatility is based on the historical
−Removed: volatility of the Company’s common stock.
−Removed: The Company has no reason to believe future volatility over the expected remaining
−Removed: life of these warrants is likely to differ materially from historical volatility.
−Removed: The expected life is based on the remaining
−Removed: term of the warrants.
−Removed: The risk-free interest rate is based on U.S.
−Removed: Treasury securities according to the remaining term of the
−Removed: The expected dividend yield was based on the Company’s current and expected dividend policy.
−Removed: The following table sets forth by level
−Removed: within the fair value hierarchy the warrants liability that was accounted at fair value on a recurring basis.
−Removed: Fair Value Measurement at
−Removed: Carrying Value at
−Removed: Carrying Value at
−Removed: June 30, 2014
−Removed: June 30, 2014
−Removed: June 30, 2014
−Removed: Warrants liability
−Removed: Fair Value Measurement at
−Removed: Carrying Value at
−Removed: Carrying Value at
−Removed: March 31, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
−Removed: Warrants liability
−Removed: following is a reconciliation of the beginning and ending balance of the warrant liability measured at fair value on a recurring
−Removed: basis for nine months ended March 31, 2015:
−Removed: Change of warrants liability
−Removed: Beginning balance - June 30, 2014
−Removed: Warrant redemption
−Removed: Change of warrant liability
−Removed: Ending balance -March 31, 2015
−Removed: RECON TECHNOLOGY, LTD
−Removed: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: following is the warrant activities:
−Removed: Exercise Price
−Removed: Outstanding as of June 30, 2014
−Removed: Warrants redemption
−Removed: Outstanding as of March 31, 2015
+Added: October 20, 2015, ¥
+Added: 1,800,000 ( $283,295 )
+Added: was paid back.
+Added: September 30, 2015, the principle of ¥3,400,000 ( $535,113 )
+Added: was paid back, and the interest was paid as scheduled on October 2, 2015.
+Added: October 12, 2015, the Company repaid ¥1,600,000 ($251,818) of short-term borrowing
+Added: with an interest of ¥5,749 ($905).
+Added: Interest expense for short-term borrowings due to related parties
+Added: was ¥84,333 and ¥171,448 ($26,984) for the three months ended September 30, 2014 and 2015, respectively.
SHAREHOLDERS’
−Removed: offering –
−Removed: On November 25, 2013, the Company entered into a securities purchase
−Removed: agreement (“Purchase Agreement”) with certain institutional investors for the sale of 546,500 ordinary shares in a
−Removed: registered direct offering at the price of $4.81 per ordinary share (amended to $4.30 per
−Removed: ordinary share on November 29, 2013).
+Added: Stock offering –
+Added: On November 25, 2013, the
+Added: Company entered into a securities purchase agreement (“Purchase Agreement”) with certain institutional investors for
+Added: the sale of 546,500 ordinary shares in a registered direct offering at the price of $4.81 per ordinary share (amended to $4.30
+Added: per ordinary share on November 29, 2013).
The net cash proceeds received from the stock offering, after deducting underwriter commission
2 unchanged sentences
shares in the aggregate were issued to the investors.
−Removed: The warrants will be exercisable immediately as of the date of issuance
−Removed: 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
−Removed: from the date of issuance.
−Removed: On February 13, 2015, the Company redeemed 163,950 warrants by issuing 204,938 ordinary shares (1.25
−Removed: shares of ordinary shares to exchange one warrant) to institutional investors.
−Removed: The Company also issued warrants to purchase 54,650
−Removed: ordinary shares to the placement agent (“Placement Agent Warrant”).
−Removed: The Placement Agent Warrants are on substantially
−Removed: the same terms as the warrants issued pursuant to the Purchase Agreement, except that these warrants are not exercisable for a
−Removed: period of six months and will expire three years from the initial exercise date.
+Added: The warrants are exercisable at an exercise price of $6.01 per ordinary share
+Added: (amended to $5.38 per ordinary share on November 29, 2013) and expire three years from the date of issuance.
+Added: The Company also issued
+Added: warrants to purchase 54,650 ordinary shares to the placement agent (“Placement Agent Warrant”).
+Added: The Placement Agent
+Added: Warrants are on substantially the same terms as the warrants issued pursuant to the Purchase Agreement, except that these warrants
+Added: are not exercisable for a period of six months and will expire three years from the initial issuance date.
In addition to the above warrants issued to the placement agent,
−Removed: the Company granted warrants for 170,000 shares in connection with its IPO offering, and none of these warrants was exercised
−Removed: during this period.
−Removed: Appropriated Retained Earnings
−Removed: - According to the Memorandum and Articles of Association, the Company is required to transfer a certain portion of its net profit,
−Removed: as determined under PRC accounting regulations, from current net income to the statutory reserve fund.
−Removed: In accordance with the
−Removed: PRC Company Law, companies are required to transfer 10% of their profit after tax, as determined in accordance with PRC accounting
−Removed: standards and regulations, to the statutory reserves until such reserves reach 50% of the registered capital or paid-in capital
−Removed: of the companies.
−Removed: As of June 30, 2014 and March 31, 2015, the balance of total statutory reserves was ¥4,148,929 and ¥4,725,803
−Removed: STOCK-BASED COMPENSATION
−Removed: Stock-Based Awards Plan
−Removed: 2009 Options Plan - The
−Removed: Company granted options to purchase 293,000 ordinary shares under the Stock Incentive 2009 Plan to its employees and non-employee
−Removed: directors on July 29, 2009.
−Removed: The options have an excise price of $6.00, equal to the IPO price of the Company’s ordinary
−Removed: shares, and will vest over a period of five years, with the first 20% vesting on July 29, 2010.
−Removed: The options expire ten years after
−Removed: the date of grant, on July 29, 2019.
−Removed: The fair value was estimated on July 29, 2009 using the Binomial Lattice valuation model,
−Removed: with the following weighted-average assumptions:
+Added: the Company granted 170,000 shares of warrants on connection with its IPO offering, and none of these warrants was exercised during
+Added: the years ended June 30, 2015 and September 30, 2015.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
+Added: In June 2015, the Company entered into a securities purchase
+Added: agreement with certain institutional investors for the sale of 297,197 ordinary shares in a registered direct offering.
+Added: cash proceeds received from the stock offering, after deducting ¥1,294,922 ($212,673) in underwriter commission and other associated
+Added: fees, were ¥2,392,027 (approximately $0.6 million).
+Added: During the three months ended September 30, 2015, the Company
+Added: sold 15,874 ordinary shares under the same purchase agreement.
+Added: The net cash proceeds received from the stock offering were ¥165,823
+Added: (approximately $26,098).
+Added: Appropriated Retained
+Added: Earnings - According to the Memorandum and Articles of Association, the Company is required to transfer a certain
+Added: portion of its net profit, as determined under PRC accounting regulations, from current net income to the statutory reserve
+Added: In accordance with the PRC Company Law, companies are required to transfer 10% of their profit after tax, as determined
+Added: in accordance with PRC accounting standards and regulations, to the statutory reserves until such reserves reach 50% of the
+Added: registered capital or paid-in capital of the companies.
+Added: As of June 30, 2015 and September 30, 2015, the balance of total
+Added: statutory reserves was ¥4,148,929 and ¥4,148,929 ($681,403), respectively.
+Added: STOCK-BASED COMPENSATION
+Added: Stock-Based Awards Plan
+Added: 2009 Options Plan - The Company
+Added: granted options to purchase 293,000 ordinary shares under the Stock Incentive 2009 Plan to its employees and non-employee directors
+Added: on July 29, 2009.
+Added: The options have an excise price of $6.00, equal to the IPO price of the Company’s ordinary shares, and
+Added: will vest over a period of five years, with the first 20% vesting on July 29, 2010.
+Added: The options expire ten years after the date
+Added: of grant, on July 29, 2019.
+Added: The fair value was estimated on July 29, 2009 using the Binomial Lattice valuation model, with the
+Added: following weighted-average assumptions:
Stock price at grant date
6 unchanged sentences
of PHLX Oil Service Sector index.
−Removed: ** The life of options represents the
−Removed: period the option is expected to be outstanding.
−Removed: *** The risk-free interest rate is based
−Removed: on the Chinese international bond denominated in U.S.
+Added: ** The life of options represents the period
+Added: the option is expected to be outstanding.
+Added: *** The risk-free interest rate is based on
+Added: the Chinese international bond denominated in U.S.
dollar, with a maturity that approximates the life of the option.
−Removed: **** Forfeiture rate is the estimated
−Removed: percentage of options forfeited by employees by leaving or being terminated before vesting.
−Removed: The Company recognizes compensation cost
−Removed: for awards with graded vesting on a straight-line basis over the requisite service period for the entire award.
−Removed: The grant date
−Removed: fair value of the options was ¥30.17 ($4.42) per share.
+Added: **** Forfeiture rate is the estimated percentage
+Added: of options forfeited by employees by leaving or being terminated before vesting.
+Added: The Company recognizes compensation cost for
+Added: awards with graded vesting on a straight-line basis over the requisite service period for the entire award.
+Added: The grant date fair
+Added: value of the options was ¥30.17 ($4.42) per share.
Options Plan –
−Removed: Company granted options to purchase 415,000 ordinary shares to its employees and non-employee director on March 26, 2012.
−Removed: options have an excise price of $2.96, which was equal to the share price of the Company’s ordinary shares at March 26,
−Removed: 2012, and will vest over a period of five years, with the first 20% vesting on March 26, 2013.
−Removed: The options expire ten years after
−Removed: the date of grant, on March 26, 2022.
−Removed: The Company recognizes
−Removed: compensation cost for awards with graded vesting on a straight-line basis over the requisite service period for the entire award.
−Removed: The grant date fair value of the options was ¥10.06 ($1.49) per share.
+Added: The Company granted options to purchase 415,000 ordinary shares
+Added: to its employees and non-employee director on March 26, 2012.
+Added: The options have an excise price of $2.96, which was equal to the
+Added: share price of the Company’s ordinary shares at March 26, 2012, and will vest over a period of five years, with the first
+Added: 20% vesting on March 26, 2013.
+Added: The options expire ten years after the date of grant, on March 26, 2022.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: The Company recognizes compensation cost for awards with graded
+Added: vesting on a straight-line basis over the requisite service period for the entire award.
+Added: The grant date fair value of the options
+Added: was ¥10.06 ($1.49) per share.
2015 Options Plan –
−Removed: Company granted options to purchase 400,000 ordinary shares to its employees and non-employee director on January 31, 2015.
−Removed: options have an excise price of $1.65, which was equal to the share price of the Company’s ordinary shares at January 31,
−Removed: 2015, and will vest over a period of three years, with the one third vesting on January 31, 2016.
−Removed: The options expire ten years
−Removed: after the date of grant, on January 31, 2025.
−Removed: The Company recognizes
−Removed: compensation cost for awards with graded vesting on a straight-line basis over the requisite service period for the entire award.
−Removed: The grant date fair value of the options was ¥10.13 ($1.65) per share.
−Removed: following is a summary of the stock options activity:
+Added: The Company granted options
+Added: to purchase 400,000 ordinary shares to its employees and non-employee directors on January 31, 2015.
+Added: The options have an excise
+Added: price of $1.65, which was equal to the share price of the Company’s ordinary shares at January 31, 2015, and will vest equally
+Added: over a period of three years, with the one third vesting on January 31, 2016.
+Added: The options expire ten years after the date of grant,
+Added: on January 31, 2025 and will be subject to the terms and conditions of the Plan.
+Added: The Company recognizes compensation cost for awards with graded
+Added: vesting on a straight-line basis over the requisite service period for the entire award.
+Added: The grant date fair value of the options
+Added: was ¥10.13 ($1.65) per share.
+Added: The following is a summary of the stock options activity:
Stock Options
−Removed: Weighted Average Exercise Price Per
−Removed: Outstanding as of July 1, 2014
−Removed: Outstanding as of March 31, 2015
−Removed: following is a summary of the status of options outstanding and exercisable at March 31, 2015:
+Added: Weighted Average Exercise Price
+Added: Outstanding as of June 30, 2015
+Added: Outstanding as of September 30, 2015
+Added: The following
+Added: is a summary of the status of options outstanding and exercisable at September 30, 2015:
Outstanding Options
1 unchanged sentence
Average Exercise
−Removed: Contractual life
Average Exercise
+Added: Restricted Shares
+Added: As of September 30, 2015, the Company had granted restricted
+Added: shares of common stock, which are still vesting, to senior management and consultants as follows:
+Added: On July 19, 2014, the Company granted 50,000 restricted shares
+Added: to a non-affiliate as compensation for certain consulting services.
+Added: The fair value of the restricted shares was $190,000 based on
+Added: the closing stock price $3.8 at July 18, 2014.
+Added: On January 29, 2015, 10,000 of those restricted shares were canceled based on the
+Added: agreement with the consultant.
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: During the nine months ending March 31,
−Removed: 2015, the Company granted restricted shares of common stock to consultants and executive officers as follows:
−Removed: On July 19, 2014, the Company granted
−Removed: 50,000 restricted shares to a non-affiliate as compensation for certain consulting service.
−Removed: The fair value of the restricted shares
−Removed: was $190,000 based on the closing stock price $3.8 at July 18, 2014.
−Removed: On January 29, 2015, 10,000 restricted shares were canceled
−Removed: based on the agreement with the consultant.
−Removed: On July 19, 2014, the Company decided
−Removed: to cancel 40,625 restricted shares, which was issued to Expert Asia Investment Ltd.
−Removed: on May 8, 2014, as the services were not provided
−Removed: pursuant to the agreement it had with the Company.
−Removed: On December 13, 2013, the Company granted
−Removed: 95,181 restricted shares to Mr.
+Added: On July 19, 2014, the Company decided to cancel 40,625 restricted
+Added: shares, which had been issued to Expert Asia Investment Ltd.
+Added: on May 8, 2014, as the services had not been provided pursuant to
+Added: the agreement it had with the Company.
+Added: On December 13, 2013, the Company granted 95,181 restricted
+Added: shares to Mr.
Yin Shenping and 135,181 restricted shares to Mr.
1 unchanged sentence
based on the stock closing price of $2.99 at December 13, 2013.
−Removed: These restricted shares will vest over three years
−Removed: with one third of the shares vesting every year from the grant date.
−Removed: The first one third was vested on December 13, 2014 and are
−Removed: now non-restricted.
−Removed: 31, 2015, the Company granted 150,000 restricted shares to Mr.
+Added: These restricted shares will vest over three years with one third
+Added: of the shares vesting every year from the grant date.
+Added: The first one third vested on December 13, 2014.
+Added: On January 31, 2015, the Company granted 150,000 restricted
+Added: shares to Mr.
Yin Shenping and 150,000 restricted shares to Mr.
−Removed: Chen Guangqiang
−Removed: at an aggregate value of ¥3,038,558($495,000), based on the stock closing price of $1.65 at January 31, 2015.
−Removed: These restricted
−Removed: shares will vest over three years with one third of the shares vesting every year from the grant date.
−Removed: February 2, 2015, the Company issued 24,000 restricted shares to Maxim
−Removed: Group LLC (“Maxim”) for certain consulting service.
−Removed: The fair value of the restricted shares was $43,440 based on the
−Removed: closing stock price $1.81 at February 2, 2015.
−Removed: Following is a summary of the non-vested
−Removed: restricted stock grants to executive officers:
−Removed: Non-vested restricted stock grants
−Removed: Non-vested as of June 30, 2014
−Removed: Non-vested adjustment
−Removed: Non-vested as of March 31, 2015
+Added: Chen Guangqiang at an aggregate value of ¥3,038,558($495,000),
+Added: based on the stock closing price of $1.65 at January 31, 2015.
+Added: These restricted shares will vest over three years with one third
+Added: of the shares vesting every year from the grant date.
+Added: On February 2, 2015, the Company issued 24,000 restricted shares
+Added: to Maxim Group LLC (“Maxim”) for certain consulting service.
+Added: The fair value of the restricted shares was $43,440
+Added: based on the closing stock price of $1.81 at February 2, 2015.
+Added: On April 8, 2015, the Company granted 40,000
+Added: restricted shares to a non-affiliate as compensation for certain consulting services.
+Added: The fair value of the restricted shares was
+Added: $62,400 based on the closing stock price $1.56 at April 8, 2015.
The Share-based compensation expense recorded
−Removed: for restricted shares granted was ¥418,553 and ¥1,226,745 ($199,696) for the nine months ended March 31, 2014 and 2015,
+Added: for stock options granted were ¥247,141 and ¥509,528 ($80,193) for the three months ended September 30, 2014 and
2015, respectively.
−Removed: Total unrecognized share-based compensation expense for these shares as of March 31, 2015 was approximately ¥5.2
−Removed: million ($0.9 million), which is expected to be recognized over a weighted average period of approximately 2.32 years.
+Added: The total unrecognized share-based compensation expense for stock options as of September 30, 2015 was approximately
+Added: ¥4.3 million ($0.67 million), which is expected to be recognized over a weighted average period of approximately 2.14 years.
The Share-based compensation expense recorded
−Removed: for stock options granted were ¥1,241,591 and ¥797,016 ($129,742) for the nine months ended March 31, 2014 and 2015, respectively.
−Removed: The total unrecognized share-based compensation expense for stock options as of March 31, 2015 was approximately ¥5.5 million
−Removed: ($0.9 million), which is expected to be recognized over a weighted average period of approximately 2.58 years.
+Added: for restricted shares granted were ¥353,437 and ¥617,024 ($97,111) for the three months ended September 30, 2014
+Added: and 2015, respectively.
+Added: The total unrecognized share-based compensation expense for restricted shares granted as of September 30,
+Added: 2015 was approximately ¥4.2 million ($0.66 million), which is expected to be recognized over a weighted average period of approximately
+Added: The following is a summary of the restricted
+Added: stock grants:
+Added: Restricted stock grants
+Added: Non-vested as of June 30, 2015
+Added: Non-vested adjustment
+Added: Non-vested as of September 30, 2015
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: 28, 2015, the Company signed the “At-The-Market”
−Removed: offering agreement with Maxim Group LLC (“Maxim”).
−Removed: will serve as the exclusive agent for the Company in connection with the Company’s an at-the-market offering program for
−Removed: up to $10,000,000 of its registered common stock.
−Removed: The Company is not subject to any income
−Removed: taxes in the United States or the Cayman Islands and had minimal operations in jurisdictions other than the PRC domestic companies.
−Removed: The Company follows Implementing Rules for the Enterprise Income Tax Law (“Implementing Rules”), which took effect
−Removed: on January 1, 2008 and unified the income tax rate for domestic-invested and foreign-invested enterprises at 25%.
−Removed: The Company reapplied for high-technology
−Removed: enterprise approval and has passed all relevant reviews.
−Removed: Thus, for the calendar years 2013 and 2014, Nanjing Recon is subject
−Removed: to an income tax rate of 15%.
−Removed: As approved by the domestic tax authority
−Removed: in the PRC, BHD was recognized as a government-certified high technology company on November 25, 2009 and is subject to an income
−Removed: tax rate of 15% through November 2015.
−Removed: Deferred tax assets are comprised of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: The Company is not subject to any income taxes in the United States
+Added: or the Cayman Islands and had minimal operations in jurisdictions other than the PRC.
+Added: BHD and Nanjing Recon are subject to PRC’s
+Added: income taxes as PRC domestic companies.
+Added: The Company follows Implementing Rules for the Enterprise Income Tax Law (“Implementing
+Added: Rules”), which took effect on January 1, 2008 and unified the income tax rate for domestic-invested and foreign-invested
+Added: enterprises at 25%.
+Added: The Company reapplied for high-technology enterprise approval and
+Added: has passed all relevant reviews.
+Added: Thus, for the calendar years 2014 and 2015, Nanjing Recon is subject to an income tax rate of
+Added: As approved by the domestic tax authority in the PRC, BHD was
+Added: recognized as a government-certified high technology company on November 25, 2009 and is subject to an income tax rate of 15% through
+Added: November 2015.
+Added: Deferred tax asset is comprised of the following:
+Added: September 30,
Allowance for doubtful receivables
+Added: Net operating loss carry forward
Total deferred income tax assets
Deferred tax liability is comprised of the following:
−Removed: June 30, 2014
−Removed: March 31, 2015
−Removed: March 31, 2015
Income tax cost due to unpayable accounts
Total deferred income tax liability
−Removed: The Company’s tax provision (benefit) is comprised of
−Removed: the following:
−Removed: For the three months ended March 31,
−Removed: Current income tax provision (benefit)
−Removed: Deferred income taxes benefit
−Removed: Provision (benefit) for income tax
−Removed: For the nine months ended March 31,
+Added: The Company’s tax provision is comprised of the following:
+Added: For the three months ended September 30,
Current income taxes
−Removed: Deferred income taxes benefit
+Added: Deferred income taxes provision (benefit)
Provision for income tax
9 unchanged sentences
Accumulated other comprehensive loss
−Removed: Total non-controlling interest
−Removed: As of March 31, 2015
+Added: Total noncom-trolling interest
+Added: As of September 30, 2015
Paid-in capital
3 unchanged sentences
CONCENTRATIONS
−Removed: For the three months ended March 31, 2014
−Removed: and 2015, our two largest customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical
−Removed: Corporation Limited (“SINOPEC”), represented 13.80%, and 24.80% and 29.65%, and 6.18% of the Company’s revenue,
−Removed: respectively.
−Removed: For the nine months ended March 31, 2014
−Removed: and 2015, our two largest customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical
−Removed: Corporation Limited (“SINOPEC”), represented 46.62%, and 19.64% and 44.89%, and 7.70% of the Company’s revenue,
−Removed: respectively.
−Removed: For the three months ended March 31, 2014,
−Removed: three major suppliers accounted for 66.4% of the company’s total purchases.
−Removed: For the three months ended March 31, 2015,
−Removed: one major supplier accounted for 56% of the company’s total purchases.
−Removed: For the nine months ended March 31, 2014,
−Removed: two major suppliers accounted for 33.7% of the company’s total purchases.
−Removed: For the nine months ended March 31, 2015, one major
−Removed: supplier accounted for 21% of the company’s total purchases.
−Removed: RECON TECHNOLOGY, LTD
−Removed: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
+Added: For the three months ended September 30, 2014 and 2015,
+Added: our two largest customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical Corporation
+Added: Limited (“SINOPEC”), represented approximately 46.65%, 1.64% , and 57.58%, 23.63% of the Company’s revenue, respectively.
+Added: For the three months ended September 30, 2014, two major suppliers
+Added: accounted for 25% of the company’s total purchases.
+Added: For the three months ended September 30, 2015, four major suppliers
+Added: accounted for 60% of the company’s total purchases.
COMMITMENTS AND CONTINGENCY
−Removed: (a) Office Leases
−Removed: The Company leased three
−Removed: offices in Beijing (two for BHD;
+Added: The Company leases three offices in Beijing (two
one for Recon-JN) and one office in Nanjing for Nanjing Recon.
−Removed: Future payments under such leases
−Removed: are as follows as March 31, 2015:
−Removed: Twelve months ending March 31,
+Added: Future payments under such leases are as follows as of
+Added: September 30, 2015:
+Added: Twelve months ending September 30,
Office lease payment
−Removed: In January 2015, BHD renewed its lease agreements
−Removed: which amounted to ¥840,000 ($136,841) for one more year.
−Removed: (b) Contingency
−Removed: The Labor Contract Law of the PRC requires
−Removed: employers to assure the liability of severance payments if employees are terminated and have been working for the employers for
−Removed: at least two years prior to January 1, 2008.
−Removed: The employers will be liable for one month of severance pay for each year of the
−Removed: service provided by the employees.
−Removed: As of March 31, 2015, the Company estimated its severance payments of approximately ¥1.6
−Removed: million ($0.3 million) which has not been reflected in its unaudited condensed consolidated financial statements because the Company
−Removed: has determined that the likelihood to make these payments is remote.
−Removed: RELATED PARTY TRANSACTIONS
−Removed: Sales to related parties –
−Removed: to related parties consisted of the following:
−Removed: For the three months ended March 31,
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Xiamen Henda Haitian computer network Inc
−Removed: Xiamen Huangsheng Hitek Computer Network Co.
−Removed: Revenues from related parties
−Removed: For the nine months ended March 31,
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Xiamen Henda Haitian computer network Inc
−Removed: Xiamen Huangsheng Hitek Computer Network Co.
−Removed: Revenues from related parties
−Removed: * Not a related party after October 31, 2014, (See Note 3).
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
+Added: (b) Contingency
+Added: The Labor Contract Law of the PRC requires employers to assure
+Added: the liability of severance payments if employees are terminated and have been working for the employers for at least two years
+Added: prior to January 1, 2008.
+Added: The employers will be liable for one month of severance pay for each year of the service provided by
+Added: the employees.
+Added: As of September 30, 2015, the Company estimated its severance payments of approximately ¥1.6 million ($0.26
+Added: million) which has not been reflected in its unaudited condensed consolidated financial statements, because management cannot predict
+Added: what the actual payment, if any, will be in the future.
+Added: RELATED PARTY TRANSACTIONS AND
Purchases from related parties –
from related parties consisted of the following:
−Removed: For the nine months ended March 31,
−Removed: Xiamen Hengda Hitek Computer Network Co.
+Added: the three months ended September 30,
+Added: Huanghua Xiang Tong Manufacture
+Added: Xiamen Huangsheng Hitek Computer Network Co.
Purchase from related parties
−Removed: There was no purchases from related parties for the three
−Removed: months ended March 31, 2014 and 2015.
−Removed: Leases from related parties - The
−Removed: Company has various agreements for the lease of office space owned by the Founders and their family members.
−Removed: of the agreement state that the Company will continue to lease the property for two years at a monthly rent of ¥95,000 with
−Removed: the annual rental expense at approximately ¥1.1 million ($0.2 million).
−Removed: The two-year lease agreements between Nanjing Recon
−Removed: Yin and his family member started from July 10, 2014, the one-year lease agreements between BHD and Mr.
−Removed: Chen Guangqiang
−Removed: and his family member started from January 1, 2015 and the annual lease between the Company and Mr.
−Removed: Chen Guangqiang’s family
−Removed: member started from July 1, 2014.
−Removed: Short-term borrowings from related
−Removed: parties - The Company borrowed ¥5,207,728 and ¥10,218,308 ($1,672,637) from the Founders, their family members
−Removed: and senior officers as of June 30, 2014 and March 31, 2015, respectively.
−Removed: For the specific terms and interest rates of the borrowings,
−Removed: please see Note 12.
+Added: Leases from related parties - The Company has
+Added: various agreements for the lease of office space owned by the Founders and their family members.
+Added: The terms of the agreement
+Added: state that the Company will continue to lease the property at a monthly rent of ¥95,000 with annual rental expense at
+Added: approximately ¥1.1 million ($0.2 million).
+Added: The two-year lease agreements between Nanjing Recon and Mr.
+Added: Yin and his family member
+Added: started from July 10, 2014, the one-year lease agreements between BHD and Mr.
+Added: Chen Guangqiang and his family member started from
+Added: January 1, 2015 and the annual lease between the Company and Mr.
+Added: Chen Guangqiang’s family member started from July 1, 2015.
+Added: Short-term borrowings from related parties -
+Added: The Company borrowed ¥16,916,905 and ¥9,405,714 ($1,480,329) from the Founders and their family members as of June 30,
+Added: 2015 and September 30, 2015, respectively.
+Added: For the specific terms and interest rates of the borrowings, see Note 12.
Expenses paid by the owner on behalf of Recon - One
1 unchanged sentence
Yin and the major owner of BHD, Mr.
−Removed: Chen paid certain operating expenses for the Company.
−Removed: 30, 2014 and March 31, 2015, ¥284,370 and ¥974,964 ($159,592) was due to them, respectively.
+Added: Chen paid certain operating expense for the Company.
+Added: 30, 2015 and September 30, 2015, ¥1,558,738 and ¥1,592,981 ($250,713) was due to them, respectively.
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
Variable Interest Entities
The Company reports its VIEs’
−Removed: of consolidated net income and stockholders’
−Removed: equity as non-controlling interests in the condensed consolidated financial
+Added: portion of unaudited condensed
+Added: consolidated net income and stockholders’
+Added: equity as non-controlling interests in the unaudited condensed consolidated financial
Summary information regarding consolidated VIEs is as follows:
June 30, 2015
−Removed: March 31, 2015
−Removed: March 31, 2015
+Added: September 30,
+Added: September 30,
Current Assets
Cash and cash equivalents
+Added: Notes receivable
Trade accounts receivable, net
7 unchanged sentences
Total Liabilities
+Added: The financial performance of VIEs reported in the
+Added: unaudited condensed consolidated statement of operations and comprehensive income for the three months ended September 30, 2015
+Added: includes revenues of ¥3,593,960 ($565,639), operating expenses of ¥4,362,377 ($686,578), and net loss of ¥6,242,390
RECON TECHNOLOGY, LTD
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: financial performance of VIEs reported in the unaudited condensed consolidated statement of operations and comprehensive income
−Removed: (loss) for the three months ended March 31, 2015 includes revenues of ¥20,018890 ($3,276,897), gross profit of ¥6,248,840
−Removed: ($1,022,874), operating expenses of ¥3,156,785 ($516,735), other expense of ¥142,664($23,353) and
−Removed: a net income of ¥3,130,319($512,403).
−Removed: financial performance of VIEs reported in the unaudited condensed consolidated statement of operations and comprehensive income
−Removed: (loss) for the nine months ended March 31, 2015 includes revenues of ¥45,651,862 ($7,472,764), gross profit of ¥15,842,084
−Removed: ($2,593,194), operating expenses of ¥9,281,759 ($1,519,333), other expense of ¥54,739($8,960) and
−Removed: a net income of ¥6,037,582 ($988,293).
+Added: computation of basic and diluted earnings per common share is as follows:
+Added: For the three months ended September 30,
+Added: Weighted average number of common shares outstanding used in
+Added: computing basic earnings (loss) per share
+Added: Net income (loss) attributable to common stockholders
+Added: $ (1,392,649 )
+Added: Earnings (loss) per share attributable to common stockholders
+Added: Weighted average number of common shares outstanding used in computing basic earnings
+Added: (loss) per share
+Added: Assumed exercise of stock options, stock awards and warrants
+Added: Weighted average number of common shares outstanding
+Added: Net income (loss) attributable to common stockholders
+Added: $ (1,392,649 )
+Added: Earnings (loss) per share attributable to common stockholders
+Added: RECON TECHNOLOGY, LTD
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
SUBSEQUENT EVENTS
−Removed: 2, 2015, the Company borrowed ¥1.0 million ($163,690) from its Chief Technology Officer to supplement the Company’s working
−Removed: This loan is due on October 12, 2015 with an annual interest rate of 6.16%.
−Removed: 8, 2015, the Company entered into a service agreement with an investor relations firm with
−Removed: a consideration of 40,000 restricted shares for a one-year period of consulting services.
−Removed: April 15, 2015, the Company entered into certain warrant exchange agreements with a certain holder (the “Holder”)
−Removed: of warrants to purchase 54,650 ordinary shares of the Company (the “Warrants”) issued in the Company’s
−Removed: November 2013 registered offering for the Holder’s underwriting service.
−Removed: The Holder agreed to exchange the Warrants for
−Removed: 68,313 ordinary shares (the “Exchange Shares”), which equal one hundred and twenty five percent (125%) of the
−Removed: shares issuable upon exercise of the Warrants.
−Removed: The Exchange Shares will be issued to the Holder in exchange for the Warrant
−Removed: and without the payment of any other consideration by the Holder.
−Removed: Upon completion of the transaction contemplated in the
−Removed: Exchange Agreement on May 13, 2015, the Warrants have been automatically canceled and terminated.
−Removed: Based on the stock price
−Removed: of $1.94 and fair value of warrants liability on April 15, 2015, the Company recorded a one-time loss on warrant redemption
−Removed: of ¥585,276 ($95,804) on April 15, 2015.
−Removed: On May 13, 2015, the Company entered
−Removed: into an Equity Distribution Agreement with Maxim Group LLC to create an at-the-market equity program (the “ATM Offering”)
−Removed: under which it may sell up to $10,000,000 worth of its ordinary shares (the “Shares”) from time to time through Maxim
−Removed: Group LLC, as sales agent.
−Removed: Shares will be issued pursuant to a base prospectus dated August 6, 2013 included in a previously filed
−Removed: and effective Registration Statement on Form S-3.
−Removed: On May 13, 2015, the Company filed a Prospectus Supplement relating to the ATM
−Removed: Offering with the Securities and Exchange Commission.
+Added: 10, 2015, the Company borrowed ¥2,400,000 ($377,727) of short-term borrowing with an annual interest rate of 5.75% .
+Added: 12, 2015, the Company repaid ¥1,600,000 ($251,818) of short-term borrowing with an interest of ¥5,749 ($905).
+Added: 20, 2015, the Company repaid ¥1,800,000 ($283,295) of short-term borrowing with an interest of ¥
+Added: 10,800 ($1,700).
+Added: On October 18, 2015, the Company’s board approved an incentive plan under its 2015 incentive option
+Added: pool to grant 800,000 restricted shares to management.
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.