−Removed: and Procedures.
+Added: Controls and Procedures.
Disclosure Controls and Procedures
36 unchanged sentences
material effect on the financial statements.
−Removed: The Company’s management
−Removed: assessed the effectiveness of its internal control over financial reporting as of June 30, 2015.
−Removed: In making this
−Removed: assessment, management used the 2013 framework set forth in the report entitled Internal Control—Integrated
−Removed: Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.
−Removed: The 2013 COSO
−Removed: framework summarizes each of the components of a company’s internal control system, including (i) the control
−Removed: environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and
−Removed: (v) monitoring.
−Removed: Based on this assessment, the Company’s management believes that, as of June 30, 2015, its
−Removed: internal control over financing reporting was not effective based on those criteria.
+Added: The Company’s management assessed the effectiveness of its internal control over financial reporting
+Added: as of June 30, 2016.
+Added: In making this assessment, management used the 2013 framework set forth in the report entitled Internal
+Added: Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or
+Added: The COSO framework summarizes each of the components
+Added: of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control
+Added: activities, (iv) information and communication, and (v) monitoring.
+Added: Our management has implemented and tested our internal
+Added: control over financial reporting based on these criteria.
+Added: Based on the assessment and material weakness identified, the Company’s
+Added: management concluded that, as of June 30, 2016, its internal control over financing reporting was not effective.
The specific material weaknesses identified
33 unchanged sentences
remedial actions as of the date of this report:
−Removed: Development and formalization of
−Removed: key accounting and financial reporting policies and procedures;
+Added: Development and formalization
+Added: of key accounting and financial reporting policies and procedures;
Identification and documentation
6 unchanged sentences
and procedures intended to enhance management monitoring and oversight by the Audit Committee.
−Removed: In addition to the foregoing efforts, the
−Removed: Company expects to implement the following remedial actions during fiscal year 2016:
+Added: In addition to the foregoing
+Added: efforts, the Company expects to implement the following remedial actions during fiscal year 2017:
Formalization of a periodic
18 unchanged sentences
rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual
−Removed: Executive Officers and Corporate Governance.
+Added: Other Information.
+Added: Other than as described in this section,
+Added: our corporate governance practices do not differ from those followed by domestic companies listed on the NASDAQ Capital Market.
+Added: NASDAQ Listing Rule 5635 generally provides that shareholder approval is required of U.S.
+Added: domestic companies listed on the NASDAQ
+Added: Capital Market prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended
+Added: or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors,
+Added: employees, or consultants.
+Added: Notwithstanding this general requirement, NASDAQ Listing Rule 5615(a)(3)(A) permits foreign private
+Added: issuers like the Company to follow their home country practice rather than these shareholder approval requirements.
+Added: Islands does not require shareholder approval prior to the foregoing sorts of transactions.
+Added: The Company, therefore, is not required
+Added: to obtain such shareholder approval prior to entering into such transaction.
+Added: The Board of Directors of the Company has elected
+Added: to follow home Cayman Islands country rule as to such transactions and will not be required to seek shareholder approval prior
+Added: to entering into such a transaction.
+Added: Directors, Executive Officers and Corporate Governance.
Regulation S-K Item 401:
26 unchanged sentences
as a director of the Company because as one of the founders of the Company, we believe his knowledge of the Company and years
−Removed: of experience in our industry give him the ability to guide the Company as a director in its development.
+Added: of experience in our industry give him the ability to guide the Company as a director.
served as our Chief Financial Officer since 2008.
22 unchanged sentences
and management experience in the oil extraction industry.
−Removed: joined our Board of Directors in 2008.
+Added: Wong joined our Board of Directors in 2008.
Prior to joining our Board, in 1990 Mr.
−Removed: Wong joined the Vigers Group, a real estate
−Removed: company that provides services in valuation, corporate property services, investment advisory services, general practice surveying,
−Removed: building surveying, commercial, in both retail and industrial agency, and property and facilities management.
−Removed: the Vice Chairman and CEO of the Vigers Group in 1993.
−Removed: Wong established the ACN Group, a business consulting
−Removed: firm, where he has worked continuously and continues to serve as the Chairman and Managing Partner.
−Removed: Wong received a bachelor’s
−Removed: degree in arts from the PLA Institute of International Relations in Nanjing in 1983.
−Removed: Wong was appointed to the position
−Removed: of director because we believe we can benefit from his leadership skills and management experience.
−Removed: our Board of Directors in 2008.
+Added: Wong joined the Vigers
+Added: Group, a real estate company that provides services in valuation, corporate property services, investment advisory services,
+Added: general practice surveying, building surveying, commercial, in both retail and industrial agency, and property and facilities
+Added: Wong became the Vice Chairman and CEO of the Vigers Group in 1993.
+Added: Wong established the
+Added: ACN Group, a business consulting firm, where he has worked continuously and continues to serve as the Chairman and Managing
+Added: Wong received a bachelor’s degree in arts from the PLA Institute of International Relations in
+Added: Nanjing in 1983.
+Added: Wong was appointed to the position of director because we believe we can benefit from his
+Added: leadership skills and management experience.
+Added: Hu joined our
+Added: Board of Directors in 2008.
Prior to joining our Board, from 1988 to 2003, Mr.
−Removed: Hu served in a variety of positions
−Removed: at Sinopec No.
−Removed: 2 test-drill plant, including technician of installation, assets equipment work, electrical installation,
−Removed: control room production dispatcher, Deputy Chief Engineer of the Technology Battalion, and Deputy Director of Production.
−Removed: From 2003 to 2005 he served as Head of the Integrated Battalion and he is currently the Head of the Transport Battalion,
−Removed: Senior Electric Engineer.
−Removed: Hu graduated as an automated professional from the China University of Petroleum in 1988.
−Removed: Hu was appointed to the position of a director because we believe his years of experience and knowledge gained while
−Removed: working at our No.
−Removed: 2 test-drill plant will prove beneficial to the guidance of the Company.
+Added: Hu served in a variety of positions at No.
+Added: test-drill plant, including technician of installation, assets equipment work, electrical installation, control room production
+Added: dispatcher, Deputy Chief Engineer of the Technology Battalion, and Deputy Director of Production.
+Added: From 2003 to 2005 he served
+Added: as Head of the Integrated Battalion and he is currently the Head of the Transport Battalion, Senior Electric Engineer.
+Added: graduated as an automated professional from the China University of Petroleum in 1988.
+Added: Hu was appointed to the position
+Added: of a director because we believe his years of experience and knowledge gained while working at our No.
+Added: 2 test-drill plant
+Added: will prove beneficial to the guidance of the Company.
Zhao Shudong .
24 unchanged sentences
death, bankruptcy or mental incapacity of the employee.
−Removed: The employment agreement for our Chief Financial Officer provides for
−Removed: a one-year term, currently expiring on March 12, 2016.
−Removed: Such employment agreement may be terminated if the employee gives
−Removed: thirty days’
−Removed: written notice of her intention to resign, or if the Board of Directors determines she can no longer perform
−Removed: her duties as Chief Financial Officer and provides her with thirty days’
+Added: The employment agreement for our Chief Financial Officer provides for a
+Added: one-year term, currently expiring on March 12, 2017.
+Added: Such employment agreement may be terminated if the employee gives thirty
+Added: written notice of her intention to resign, or if the Board of Directors determines she can no longer perform her duties
+Added: as Chief Financial Officer and provides her with thirty days’
written notice of termination.
7 unchanged sentences
Share Option Pool
−Removed: connection with our initial public offering, we established a pool for share options for the Domestic Companies’
+Added: In connection with our initial public offering,
+Added: we established a pool for share options as our 2009 Stock Incentive Plan (“2009 Incentive Plan”) for the Domestic Companies’
+Added: and our employees.
This pool contains options to purchase up to 790,362 of our ordinary shares.
−Removed: The options will vest at a rate of 20% per
−Removed: year for five years and have an exercise price of the market price of our shares on the date the options are granted.
−Removed: we issued 564,000 options out of our employee share option pool.
−Removed: We initially granted 293,000 options in 2009.
−Removed: We held a shareholder
−Removed: meeting in December 2010 and announced the resignation of three directors, and as a result, 100,000 options were forfeited and
−Removed: went back in the pool.
−Removed: In 2012, we granted an additional 415,000 options and 44,000 options were forfeited and went back to the
−Removed: In the three months ended June 30, 2014, and 148,400 vested options from 2012 grants were exercised.
−Removed: granted options to purchase 400,000 ordinary shares to its employees and non-employee director on January 31, 2015 under the 2015
−Removed: As of June 30, 2015, we have 815,600 options outstanding.
−Removed: On July 11, 2015, the Company’s
−Removed: board approved to reserve 800,000 shares and options under the 2015 option plan.
−Removed: As of September 25, 2015, no option is granted.
+Added: The options will vest at a rate
+Added: of 20% per year for five years and have an exercise price of the market price of our shares on the date the options are granted.
+Added: To date, we issued 564,000 options and 226,362 shares out of this employee share option pool.
+Added: We initially granted 293,000 options
+Added: We held a shareholder meeting in December 2010 and announced the resignation of three directors, and as a result, 100,000
+Added: options were forfeited and went back in the pool.
+Added: In 2012, we granted an additional 415,000 options and 44,000 options were forfeited
+Added: and went back to the pool.
+Added: In the three months ended June 30, 2014, 148,400 vested options from 2012 grants were exercised.
+Added: of June 30, 2016, we have 415,600 options outstanding under the 2009 Incentive Plan.
+Added: On January 29, 2015, the Company held its
+Added: 2014 annual general meeting of shareholders, during which the Company’s shareholders approved the Company’s 2015 Stock
+Added: Incentive Plan (“2015 Incentive Plan”).
+Added: Pursuant to the 2015 Incentive Plan, we were initially authorized to issue
+Added: up to an aggregate of Seven Hundred Thousand (700,000) ordinary Shares.
+Added: Additionally, commencing on the first business day in fiscal
+Added: year ending June 30, 2016 and on the first business day of each fiscal year thereafter while the 2015 Incentive Plan is in effect,
+Added: the maximum number of Ordinary Shares available for issuance under this 2015 Incentive Plan during that fiscal year shall be increased
+Added: such that, as of such first business day, the maximum aggregate number of Ordinary Shares available for issuance under this 2015
+Added: Incentive Plan during that fiscal year shall be equal to Fifteen Percent (15%) of the number of total issued and outstanding Ordinary
+Added: Shares of the Company as recorded by the Company’s transfer agent on the last business day of the prior fiscal year.
+Added: Company granted options to purchase 400,000 Ordinary Shares to its employees and non-employee director on January 31, 2015 under
+Added: the 2015 Incentive Plan.
+Added: As of June 30, 2016, we have 400,000 options outstanding under this 2015 Incentive Plan.
+Added: As of June 30,
+Added: 2016, we have an aggregate of 815,600 options outstanding under our incentive plans.
Executive Stock Grants
4 unchanged sentences
($688,782), based on the stock closing price of $2.99 at December 13, 2013.
−Removed: These restricted shares will be vested over three
−Removed: years with one third of the shares vesting every year from the grant date.
−Removed: Of these 76,787 restricted shares vested and were issued
−Removed: Yin Shenping and Mr.
−Removed: Chen Guangqiang on March 24, 2015.
+Added: These restricted shares will be vested over three years
+Added: with one third of the shares vesting every year from the grant date.
+Added: Of these 76,787 restricted shares vested and were issued to
+Added: Chen on March 24, 2015, and 76,787 restricted shares were vested and issued to Mr.
+Added: Yin and Chen on July 13, 2016.
On January 31, 2015, the Company granted 150,000
restricted shares to Mr.
−Removed: Yin Shenping and 150,000 restricted shares to Mr.
−Removed: Chen Guangqiang at an aggregate value of ¥3,038,558($495,000),
−Removed: based on the stock closing price of $1.65 at January 31, 2015.
−Removed: These restricted shares will vest over three years with one third
−Removed: of the shares vesting every year from the grant date.
+Added: Yin and 150,000 restricted shares to Mr.
+Added: Chen at an aggregate value of ¥3,038,558($495,000), based
+Added: on the stock closing price of $1.65 at January 31, 2015.
+Added: These restricted shares will vest over three years with one third of the
+Added: shares vesting every year from the grant date.
+Added: On July 11, 2015, the Company’s board
+Added: approved to reserve 800,000 shares and options under the 2015 Incentive Plan.
+Added: On October 18, 2015, 800,000 restricted shares were
+Added: granted to staff under this plan at an aggregate value of ¥4,677,608 ($704,000), based on the stock closing price of $0.88
+Added: at October 16, 2015.
+Added: These restricted shares will vest over three years with one third of the shares vesting every year from the
As of June 30, 2016, we have 1,076,788 non-vested restricted stocks outstanding.
+Added: On July 23, 2016, the Company’s
+Added: board approved the reservation of 876,000 shares and options.
+Added: On July 27, 2016, 876,000 restricted shares were granted to staff
+Added: pursuant to this authorization.
Board of Directors and Board Committees
6 unchanged sentences
meeting of shareholders in 2014 and every three years thereafter.
−Removed: Class II directors
−Removed: face re-election at our annual general meeting of shareholders in 2015 and every three years thereafter.
−Removed: Class III directors face
−Removed: re-election at our annual general meeting of shareholders in 2016 and every three years thereafter.
+Added: Class II directors face re-election at our annual general meeting
+Added: of shareholders in 2015 and every three years thereafter.
+Added: Class III directors face re-election at our annual general meeting of
+Added: shareholders in 2016 and every three years thereafter.
If the number of directors changes, any
69 unchanged sentences
This duty has four essential elements:
−Removed: a duty to act in good faith in the
−Removed: best interests of the Company;
−Removed: a duty not to personally profit from
−Removed: opportunities that arise from the office of director;
−Removed: a duty to avoid conflicts of interest;
−Removed: a duty to exercise powers for the
−Removed: purpose for which such powers were intended.
+Added: a duty to act in good
+Added: faith in the best interests of the Company;
+Added: a duty not to personally
+Added: profit from opportunities that arise from the office of director;
+Added: a duty to avoid conflicts
+Added: a duty to exercise powers
+Added: for the purpose for which such powers were intended.
In general, Cayman Islands law imposes
59 unchanged sentences
10-K for the year ended June 30, 2009 and is available on the Company’s website (www.recon.cn).
−Removed: Compensation.
+Added: Executive Compensation.
The following table shows the annual compensation
4 unchanged sentences
Summary Executive Compensation Table
−Removed: Name and principal position
−Removed: Restricted Stock
−Removed: Yin Shenping,
+Added: principal position
Principal Executive Officer
$ 129,239 (1)(2)
+Added: $ 271,231 (1)(2)(4)
Chief Financial Officer
−Removed: Chen Guangqiang,
+Added: 28,160 (3)(4)
Chief Technology Officer
$ 169,105 (1)(2)
−Removed: (1) On December 13, 2013, the Company granted 95,181 restricted
−Removed: shares to Mr.
−Removed: Yin Shenping and 135,181 restricted shares to Mr.
−Removed: Chen Guangqiang at an aggregate value of ¥4,207,496 ($688,782),
+Added: $ 311,732 (1)(2)(4)
+Added: (1) On December 13, 2013, the
+Added: Company granted 95,181 restricted shares to Mr.
+Added: Yin and 135,181 restricted shares to Mr.
+Added: Chen at an aggregate value of ¥4,207,496
($688,782), based on the stock closing price of $2.99 at December 13, 2013.
−Removed: These restricted shares will be vested over three years with one
−Removed: third of the shares vesting every year from the grant date.
−Removed: (2) On January 31, 2015, the Company granted 150,000 restricted
−Removed: shares to Mr.
−Removed: Yin Shenping and 150,000 restricted shares to Mr.
−Removed: Chen Guangqiang at an aggregate value of ¥3,038,558($495,000),
+Added: These restricted shares will vest over three years
+Added: with one third of the shares vesting every year from the grant date.
+Added: (2) On January 31, 2015, the
+Added: Company granted 150,000 restricted shares to Mr.
+Added: Yin and 150,000 restricted shares to Mr.
+Added: Chen at an aggregate value of ¥3,038,558($495,000),
based on the stock closing price of $1.65 at January 31, 2015.
1 unchanged sentence
of the shares vesting every year from the grant date.
−Removed: On January 31, 2015, the Company granted 32,000 options to Ms.
−Removed: Liu Jia , which
−Removed: options vest over a period of three years, one third of which vest on January 31 of each year beginning in 2016.
−Removed: The grant date
−Removed: fair value of such options was $1.65.
+Added: (3) On January 31, 2015, the
+Added: Company granted 32,000 options to Ms.
+Added: Liu Jia, which options vest over a period of three years, one third of which vest on January
+Added: 31 of each year beginning in 2016.
+Added: The grant date fair value of such options was $1.65.
+Added: (4) On October 18, 2015, the
+Added: Company granted 320,000 restricted shares to Mr.
+Added: Yin, 320,000 restricted shares to Mr.
+Added: Chen and 36,000 restricted shares to Ms.
+Added: Liu at an aggregate value of ¥3,952,579 ($594,880), based on the stock closing price of $0.88 at October 16, 2015.
+Added: These restricted
+Added: shares will vest over three years with one third of the shares vesting every year from the grant date.
Director Compensation
11 unchanged sentences
Summary Director Compensation Table
−Removed: Compensation for our directors Yin Shenping and Chen Guangqiang,
−Removed: who also serve as executive officers, is fully disclosed in the executive compensation table.
+Added: Compensation for our directors Yin Shenping
+Added: and Chen Guangqiang, who also serve as executive officers, is fully disclosed in the executive compensation table.
None of the directors received any ordinary share awards, nonqualified
deferred compensation earnings or non-equity incentive plan compensation in fiscal year 2015.
+Added: January 31, 2015, the Company granted 25,000 options to Mr.
+Added: options vest over a period of three years, one third of which vest on January 31 of each year beginning in 2016.
+Added: date fair value of such options was $1.65.
+Added: October 18, 2015, the Company granted 30,000 restricted shares to Mr.
+Added: vests over a period of three years, one third of which vest on October 17 of each year beginning in 2016.
+Added: The grant date
+Added: fair value of such options was $0.88.
On January 31, 2015, the Company granted 25,000 options to Mr.
−Removed: Wong , which options vest over a period of three years, one third of which vest on January 31 of each year beginning in 2016.
+Added: Hu Jijun , which options vest over a period of three years,
+Added: one third of which vest on January 31 of each year beginning in 2016.
The grant date fair value of such options was $1.65.
+Added: On October 18, 2015, the Company granted 30,000 restricted shares
+Added: Wong , which vests over a period of three
+Added: years, one third of which vest on October 17 of each year beginning in 2016.
+Added: The grant date fair value of such options was
On January 31, 2015, the Company granted 18,000 options to Mr.
−Removed: Hu Jijun , which options vest over a period of three years, one third of which vest on January 31 of each year beginning in 2016.
+Added: Hu Jijun , which options vest over a period of three years,
+Added: one third of which vest on January 31 of each year beginning in 2016.
The grant date fair value of such options was $1.65.
−Removed: On January 31, 2015, the Company granted 18,000 options to Zhao Shudong , which
−Removed: options vest over a period of three years, one third of which vest on January 31 of each year beginning in 2016.
−Removed: date fair value of such options was $1.65.
+Added: On October 18, 2015, the Company granted 30,000 restricted shares
+Added: Wong , which vests over a period of three
+Added: years, one third of which vest on October 17 of each year beginning in 2016.
+Added: The grant date fair value of such options was
+Added: Outstanding Equity Awards At Fiscal
+Added: Option Awards
+Added: Shares Awards
+Added: unexercisable
+Added: Number of shares
+Added: or units of stock that have not vested
+Added: Market value of
+Added: shares of units of stock that have not vested ($)
+Added: Equity incentive
+Added: number of unearned shares, units or other rights that have not vested (#)
+Added: Equity incentive
+Added: Market or payout of value of unearned shares, units or other rights that have not vested
+Added: Principal Executive Officer
+Added: Chen Guangqiang
+Added: Chief Technology Officer
+Added: Options granted on July 30, 2009, which vest at a rate of 20% per year on the anniversary of the grant date and which are exercisable for $6.00 per share.
+Added: Options granted on March 26, 2012, which vest at a rate of 20% per year on the anniversary of the grant date and which are exercisable for $2.96 per share.
+Added: Based on the share price of Oct.
+Added: Based on the share price of Jan 31, 2015.
+Added: Based on the share price of Oct.
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
13 unchanged sentences
column (a)) (c)
−Removed: Equity compensation
−Removed: plans approved by
−Removed: security holders
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by security holders (3)
+Added: Options to purchase ordinary shares.
+Added: We have granted in aggregate options to acquire 1,108,000 shares, of which 292,400 have been exercised, forfeited or expired.
+Added: We have requested shareholder approval to issue options, shares or other securities as compensation for, in aggregate 3,175,155 ordinary shares.
+Added: We have, to date, issued 2,206,362 ordinary shares, of which 253,574 are outstanding and the remaining 1,952,788 have not yet vested.
+Added: We have also granted options to acquire 1,108,000 ordinary shares, of which 815,600 remain issued and outstanding.
+Added: The 153,193 shares listed here reflect 3,175,155 plan shares, minus 2,206,362 granted shares and minus 815,600 option shares.
+Added: NASDAQ Listing Rule 5615(a)(3)(A) permits the Company, like other foreign private issuers, to follow its home country practice rather than NASDAQ shareholder approval requirements;
+Added: thus, the Company, in accordance with Cayman Islands law, is not required to seek shareholder approval prior to making such issuances.
+Added: Restricted shares.
PRINCIPAL SHAREHOLDERS
17 unchanged sentences
Zhao Shudong (5)
−Removed: Directors and Executive Officers as a Group (seven members)
−Removed: 76,000 options to purchase ordinary shares that were exercisable within 60 days after September 25, 2015.
−Removed: Does not include
−Removed: 32,000 options that were not exercisable within 60 days after September 25, 2015.
−Removed: Includes 60,000
−Removed: options to purchase ordinary shares that were exercisable within 60 days after September 25, 2014.
−Removed: Does not include 20,000
−Removed: options that were not exercisable within 60 days after September 25, 2015.
−Removed: Includes 15,000
−Removed: options to purchase ordinary shares that were exercisable within 60 days after September 25, 2015.
−Removed: Includes 18,000
−Removed: options to purchase ordinary shares that were exercisable within 60 days after September 25, 2015.
−Removed: Includes 9,000
−Removed: options that were not exercisable within 60 days after September 25, 2015.
−Removed: Includes 50,000
−Removed: options to purchase ordinary shares that were exercisable within 60 days after September 25, 2015.
−Removed: Includes 458,525
−Removed: Shares held by Chen Yiquan and 375,156 Shares held by Liu Hui.
−Removed: According to a jointly filed Schedule 13D dated December 27,
−Removed: 2010 (Accession No.
−Removed: 0001144204-10-068264), Chen Yiquan and Liu Hui share beneficial ownership of and have joint voting and
−Removed: dispositive power over the aggregate 833,681 Shares.
+Added: and Executive Officers as a Group (seven members)
+Added: Includes 92,000 options to purchase ordinary
+Added: shares that were exercisable and 106,667 restricted shares vested within 60 days after September 16, 2016.
+Added: Includes 70, 000 options to purchase ordinary shares that were
+Added: exercisable and 106,667 restricted shares vested within 60 days after September 16, 2016.
+Added: Includes 23,333 options to purchase ordinary shares and 10,000
+Added: restricted shares vested that were exercisable within 60 days after September 16, 2016
+Added: Includes 26,333 options to purchase ordinary shares and 10,000
+Added: restricted shares vested that were exercisable within 60 days after September 16, 2016
+Added: Include 24,000 options that were exercisable and 10,000 restricted
+Added: shares vested within 60 days after September 28, 2015 September 16, 2016.
+Added: Includes 60,667 options to purchase ordinary shares and 12,000
+Added: restricted shares vested that were exercisable within 60 days after September 16, 2016
+Added: Includes 458,525 Shares held by Chen Yiquan and 375,156 Shares
+Added: held by Liu Hui.
+Added: According to a jointly filed Schedule 13D dated December 27, 2010 (Accession No.
+Added: 0001144204-10-068264), Chen
+Added: Yiquan and Liu Hui share beneficial ownership of and have joint voting and dispositive power over the aggregate 833,681 Shares.
Less than 1%.
−Removed: Relationships and Related Transactions, and Director Independence.
+Added: Certain Relationships and Related Transactions, and Director
+Added: Independence.
Transactions with Related Persons
−Removed: we do not have access certification to Jidong Oilfield, Nanjing Recon, one of our Domestic Companies, conducted
−Removed: transactions with Jidong Oilfield through Beijing Yabei Nuoda Science and Technology Co.
−Removed: (“Yabei Nuoda”), which has access certification to the oilfield and wherein one of the Founders, Mr.
−Removed: Shenping, was the legal representative of before December 2013 and Chairman as of September 30, 2014.
+Added: Because we do not have access certification to Jidong Oilfield, Nanjing Recon, one of our Domestic Companies,
+Added: conducted transactions with Jidong Oilfield through Beijing Yabei Nuoda Science and Technology Co.
+Added: (“Yabei Nuoda”),
+Added: which has access certification to the oilfield and wherein one of the Founders, Mr.
+Added: Yin Shenping, was the legal representative
+Added: of Yabei Nuoda before December 2013 and Chairman as of September 30, 2014.
On October 30, 2014, Mr.
−Removed: Yin resigned from the chairman position
−Removed: and at that point Yabei Nuoda was no longer a related party of the Company after October 30, 2014.
−Removed: Yin does not have any
−Removed: equity interest in this company currently.
−Removed: Below is a summary of
−Removed: trade accounts receivable with related parties as of June 30, 2014 and 2015, respectively.
+Added: Yin resigned from the chairman
+Added: position and at that point Yabei Nuoda was no longer a related party of the Company after October 30, 2014.
+Added: Yin does not have
+Added: any equity interest in this company currently.
+Added: Below is a summary of trade accounts receivable with related parties as of June
+Added: 30, 2015 and 2016, respectively.
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Related Party
−Removed: Beijing Yabei Nuoda Science and Technology Co.
Beijing Langchen Construction Company
−Removed: Xiamen Huangsheng Hitek Computer Network Co.Ltd.
+Added: Xiamen Huangsheng Hitek Computer Network Co.
Xiamen Henda Hitek Computer Network Co.
Total - related-parties, net
−Removed: Related Party
−Removed: Non-current portion
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Allowance for doubtful accounts
−Removed: Total - related-parties, net
−Removed: Below is a summary of purchase advances
−Removed: to related parties as of June 30, 2014 and 2015, respectively
−Removed: Related Party
+Added: Sales to related parties consisted of the
+Added: following as of June 30, 2015 and 2016:
+Added: For the years ended June 30,
+Added: Xiamen Henda Hitek Computer Network Co.
Xiamen Huangsheng Hitek Computer Network Co.
−Removed: addition, included in the Company’s other receivables as of June 30, 2015 were amounts “due from ENI”
−Removed: ENI ceased to be a VIE of the Company on December 16, 2010.
−Removed: In January 2012, ENI agreed to repay the loan on a determined payment
−Removed: schedule, and interest is accrued during the period at an annual rate of 4%.
−Removed: In accordance with the payment schedule, the principal
−Removed: plus accrued interest was to be repaid over three years on a quarterly basis beginning March 2012 .
−Removed: The first four payments are RMB 1.2 million each.
−Removed: In March, June, September and December of 2012, the Company received
−Removed: RMB 4.8 million.
−Removed: Starting March 2013, installments for each quarter would be ¥1,777,653.
−Removed: The Company received the payments
−Removed: 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
−Removed: According to the new arrangement, the remaining balance of this loan will be repaid over four years with quarterly
−Removed: installments of ¥699,147.
−Removed: The Company has continued to receive the payments under the agreement.
−Removed: Accordingly, the current and
−Removed: non-current portion of the amount due from ENI at June 30, 2015 is RMB 2,624,071 ($430,967) and RMB 2,729,033 ($448,205),
−Removed: respectively.
−Removed: The Company also had short-term borrowings
−Removed: from related parties.
−Removed: Below is a summary of the Company’s short-term borrowings due to related parties as of June 30, 2014
−Removed: and 2015, respectively.
+Added: Revenues from related parties
+Added: Purchase from related parties consisted
+Added: of the following as of June 30, 2015 and 2016, respectively.
+Added: For the years ended June 30,
+Added: Huanghua Heng Da Xiang Tong Manufacture Ltd
+Added: Xiamen Huangsheng Hitek Computer Network Co.
+Added: Purchase from related parties
+Added: The Company also had short-term borrowings from related parties.
+Added: Below is a summary of the Company’s
+Added: short-term borrowings due to related parties as of June 30, 2015 and 2016, respectively.
Short-term borrowings
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
due to related parties:
−Removed: Short-term borrowing from a Founder, 6.6% annual interest, due on December 25, 2014
Short-term borrowing from a Founder, 7.2% annual interest, due on October 20, 2015
4 unchanged sentences
Ltd., no interest, due on November 14, 2015
+Added: Short-term borrowing from a Founder, 5.75% annual interest, due on September 25, 2016
+Added: Short-term borrowing from a Founder, 5.75% annual interest, due on October 10, 2016
+Added: Short-term borrowing from a Founder, 5.43% annual interest, due on November 4, 2016
+Added: Short-term borrowing from a Founder's family member, no interest, due on December 16, 2016
+Added: Short-term borrowing from a Founder's family member, no interest, due on December 28, 2016
+Added: Short-term borrowing from a Founder, 5.22% annual interest, due on March 10, 2017
+Added: Short-term borrowing from a Founder, 5.22% annual interest, due on May 6, 2017
Total short-term borrowings due to related parties
6 unchanged sentences
Zhao are our independent directors.
−Removed: Accountant Fees and Services.
+Added: Principal Accountant
+Added: Fees and Services.
Friedman LLP was appointed by the Company
1 unchanged sentence
Fees Paid To Independent Registered Public Accounting
−Removed: During fiscal years 2014 and 2015,
−Removed: Friedman LLP’s audit fees were $185,000 and $190,000, respectively.
+Added: During fiscal years 2015 and 2016, Friedman
+Added: LLP’s audit fees were $185,000 and $190,000, respectively.
Audit-Related Fees
10 unchanged sentences
rendered by Friedman LLP have been so approved.
−Removed: Financial Statement Schedules.
+Added: Exhibits, Financial Statement Schedules.
The following documents are filed herewith:
−Removed: Amended and Restated Articles
−Removed: of Association of the Registrant (1)
−Removed: Amended and Restated Memorandum
−Removed: of Association of the Registrant (1)
+Added: Second Amended and Restated
+Added: Articles of Association of the Registrant (1)
+Added: Second Amended and Restated
+Added: Memorandum of Association of the Registrant (1)
Specimen Share Certificate (2)
21 unchanged sentences
Pledge Agreement between Recon Technology (Jining) Co., Ltd., Yin Shenping and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge Agreement
−Removed: between Recon Technology (Jining) Co., Ltd., Li Hongqi and Beijing BHD Petroleum Technology Co., Ltd.
−Removed: Translation of Exclusive Technical Consulting Service Agreement
−Removed: between Recon Technology (Jining) Co., Ltd.
+Added: Translation of Equity Interest
+Added: 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.
and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Power of Attorney for rights of Chen Guangqiang
−Removed: in Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Power of Attorney for rights of Yin Shenping in
−Removed: Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Power of Attorney for rights of Li Hongqi in Jining
−Removed: ENI Energy Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest Purchase Agreement between
−Removed: Recon Technology (Jining) Co.
+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.
Ltd., Chen Guangqiang and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest Purchase Agreement between
−Removed: Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Yin Shenping and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest Purchase Agreement between
−Removed: Recon Technology (Jining) Co.
+Added: Translation of Exclusive Equity Interest Purchase Agreement between Recon Technology (Jining) Co.
Ltd., Li Hongqi and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge Agreement between Recon
−Removed: Technology (Jining) Co., Ltd., Chen Guangqiang and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge Agreement between Recon
−Removed: Technology (Jining) Co., Ltd., Yin Shenping and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge Agreement between Recon
−Removed: Technology (Jining) Co., Ltd., Li Hongqi and Jining ENI Energy Technology Co., Ltd.
−Removed: Translation of Exclusive Technical Consulting Service Agreement
−Removed: between Recon Technology (Jining) 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 rights of Chen Guangqiang
−Removed: in Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Power of Attorney for rights of Yin Shenping in
−Removed: Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Power of Attorney for rights of Li Hongqi in Nanjing
−Removed: Recon Technology Co., Ltd.
−Removed: Translation of Exclusive Equity Interest Purchase Agreement between
−Removed: 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 Purchase Agreement between
−Removed: 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 Purchase Agreement between
−Removed: 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 Agreement between Recon
−Removed: Technology (Jining) Co., Ltd., Chen Guangqiang and Nanjing Recon Technology Co., Ltd.
−Removed: Translation of Equity Interest Pledge Agreement between Recon
−Removed: 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., 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.
Translation of Equity Interest Pledge Agreement between Recon Technology (Jining) Co., Ltd., Li Hongqi and Nanjing Recon Technology Co., Ltd.
−Removed: Form of Warrant Exchange Agreement dated February 13, 2015 (incorporated by reference to Exhibit 10.36
−Removed: of the Company’s Form 10-Q for the quarter ended December 31 2014, filed on February 13, 2015).
−Removed: Form of Warrant Exchange Agreement dated February 15, 2015 (incorporated by reference to Exhibit 10.27
−Removed: to the Company’s quarterly report on Form 10-Q for the period ended March 31, 2015).
−Removed: Equity Distribution Agreement between Maxim Group LLC and Recon Technology, Ltd dated May 13, 2015 ( incorporated
−Removed: by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 14, 2015).
Code of Ethics of the Company.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Audit Committee Charter (2)
+Added: 2009 Stock Incentive Plan (1)
+Added: 2015 Stock Incentive Plan (4)
+Added: Press release dated September 28, 2016 regarding earnings for year ended June 30, 2016 (4)
XBRL Instance Document (4)
4 unchanged sentences
XBRL Taxonomy Extension Presentation Linkbase Document (4)
−Removed: *XBRL (Extensible Business Reporting Language) information
−Removed: is furnished and not filed herewith, is not a part of a registration statement or report for purposes of sections 11 or 12 of
−Removed: the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934,
−Removed: as amended, and otherwise is not subject to liability under these sections.
−Removed: Incorporated by reference to the Company’s Registration
−Removed: Statement on Form S-1, Registration No.
−Removed: Incorporated by reference to the Company’s Annual Report
−Removed: of Form 10-K for the fiscal year ended June 30, 2009, filed with the SEC on September 28, 2009.
+Added: Incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No.
+Added: Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No.
+Added: Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended
+Added: June 30, 2009, filed with the SEC on September 28, 2009.
Filed herewith.
21 unchanged sentences
Consolidated Balance Sheets as of June 30, 2015 and 2016
−Removed: Consolidated Statements of Operations and Comprehensive Income (loss) for the years ended June 30, 2014
+Added: Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2015 and 2016
Consolidated Statements of Equity for the years ended June 30, 2015 and 2016
8 unchanged sentences
(the “Company”) as of June 30, 2016 and 2015, and the related consolidated
−Removed: statements of operations and comprehensive income (loss), equity, and cash flows for each of the two years in the period ended
−Removed: June 30, 2015.
+Added: statements of operations and comprehensive loss, equity, and cash flows for each of the two years in the period ended June 30,
Recon Technology, Ltd.’s management is responsible for these consolidated financial statements.
22 unchanged sentences
September 28, 2016
−Removed: TECHNOLOGY, LTD
−Removed: Balance Sheets
+Added: RECON TECHNOLOGY, LTD
+Added: CONSOLIDATED BALANCE SHEETS
+Added: As of June 30,
+Added: As of June 30,
+Added: As of June 30,
Current assets
−Removed: Cash and cash equivalents
Notes receivable
Trade accounts receivable, net
−Removed: Trade accounts receivable- related parties,
+Added: Trade accounts receivable- related parties, net
Inventories, net
5 unchanged sentences
Prepaid expenses - related parties
−Removed: Deferred tax asset
+Added: Deferred tax assets
Total current assets
Property and equipment, net
−Removed: Long-term trade accounts receivable,
−Removed: Long-term trade accounts receivable
−Removed: - related parties, net
−Removed: Long-term other
−Removed: LIABILITIES AND EQUITY
+Added: Long-term trade accounts receivable, net
+Added: Long-term other receivable
Current liabilities
9 unchanged sentences
Taxes payable
+Added: Short-term borrowings
Short-term borrowings - related parties
Deferred tax liability
−Removed: Warrants liability
−Removed: Total current
+Added: Total current liabilities
Common stock, ($ 0.0185 U.S.
−Removed: par value, 25,000,000 and 100,000,000 shares authorized as of June 30, 2014 and June 30, 2015, respectively);
−Removed: 4,717,336 and
−Removed: 5,427,946 shares issued and outstanding as of June 30, 2014 and June 30, 2015, respectively)
+Added: dollar par value, 100,000,000 shares authorized;
+Added: 5,427,946 and 5,804,005 shares issued and outstanding as of June 30, 2015 and 2016, respectively)
Additional paid-in capital
−Removed: Appropriated retained earnings
−Removed: Unappropriated retained earnings
+Added: Statutory reserve
+Added: Accumulated deficits
(23,024,935 )
−Removed: Accumulated other
−Removed: comprehensive loss
+Added: (63,907,512 )
+Added: Accumulated other comprehensive loss
Total shareholders’
Non-controlling interest
−Removed: Total Liabilities
+Added: Total Liabilities and Equity
The accompanying notes are an integral
part of these consolidated financial statements.
−Removed: TECHNOLOGY, LTD
−Removed: Statements of operations and Comprehensive INCOME (LOSS)
+Added: RECON TECHNOLOGY, LTD
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: AND COMPREHENSIVE LOSS
For the years ended
5 unchanged sentences
Hardware and software - related parties
−Removed: Provision for slow moving inventories
−Removed: Total cost of
+Added: Total cost of revenues
Selling and distribution expenses
General and administrative expenses
+Added: Provision for doubtful accounts
Research and development expenses
Operating expenses
−Removed: lncome (loss)
−Removed: from operations
+Added: Loss from operations
(35,516,233 )
+Added: (39,911,129 )
Other income (expenses)
2 unchanged sentences
Interest expense
−Removed: Loss from investment
Change in fair value of warrants liability
−Removed: Loss from foreign currency exchange
+Added: Income (loss) from foreign currency exchange
Loss from warrants redemption
−Removed: Other expense
−Removed: Income (loss) before income tax
+Added: Other income (expense)
+Added: Other income (expense)
+Added: Loss before income tax
(34,008,463 )
+Added: (40,336,732 )
Provision (benefit) for income tax
−Removed: Net Income (loss)
(31,456,388 )
−Removed: Net income attributable to non-controlling interest
−Removed: Net Income (loss)
−Removed: attributable to Recon Technology, Ltd
(40,882,577 )
+Added: Comprehensive loss
(31,456,388 )
−Removed: Comprehensive income (loss)
−Removed: Net income (loss)
(40,882,577 )
Foreign currency translation adjustment
−Removed: Comprehensive income (loss)
+Added: Comprehensive loss
(31,494,664 )
−Removed: Comprehensive income (loss) attributable to non-controlling interest
−Removed: Comprehensive
−Removed: income (loss) attributable to Recon Technology, Ltd
(40,784,066 )
+Added: Comprehensive loss attributable to non-controlling interest
+Added: Comprehensive loss attributable to Recon Technology, Ltd
(31,492,682 )
−Removed: Earnings (loss)
−Removed: per common share - basic
−Removed: Earnings (loss)
−Removed: per common share - diluted
+Added: (40,784,066 )
+Added: $ (6,138,176 )
+Added: Loss per common share - basic
+Added: Loss per common share - diluted
Weighted - average shares -basic
2 unchanged sentences
part of these consolidated financial statements.
−Removed: TECHNOLOGY, LTD
−Removed: Statements of equity
+Added: RECON TECHNOLOGY, LTD
+Added: CONSOLIDATED STATEMENTS OF EQUITY
Comprehensive
2 unchanged sentences
Balance, July
−Removed: Capital contribution in VIE
Stock issuance
Restricted shares issued for services
−Removed: Stock options exercised
+Added: Restricted shares issued to redeem warrants
Stock based payment
−Removed: Net income (loss) for the year
−Removed: Appropriation of statutory reserves
−Removed: Foreign currency translation adjustment
+Added: Net loss for the year
+Added: (31,456,388 )
+Added: (31,456,388 )
+Added: (31,456,388 )
+Added: Foreign currency translation
Balance, June 30, 2015
−Removed: Capital contribution in VIE
+Added: (23,024,935 )
Stock issuance
Restricted shares issued for services
−Removed: Restricted shares issued to redeem warrants
Stock based payment
−Removed: Net income (loss) for the year
+Added: Net loss for the year
(40,882,577 )
1 unchanged sentence
(40,882,577 )
−Removed: Foreign currency translation adjustment
+Added: Foreign currency translation
Balance, June 30, 2016
(63,907,512 )
−Removed: (82,268,844 )
The accompanying notes are an integral
part of these consolidated financial statements.
−Removed: TECHNOLOGY, LTD
−Removed: Statements of Cash flows
−Removed: For the years ended
+Added: RECON TECHNOLOGY, LTD
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: For the years ended June 30,
Cash flows from operating activities:
−Removed: Net income (loss)
−Removed: (31,456,388 )
−Removed: $ (5,166,272 )
−Removed: Adjustments to reconcile net income
−Removed: (loss) to net cash used in operating activities:
−Removed: Loss (Gain) from disposal of equipment
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Gain from disposal of equipment
Provision for doubtful accounts
1 unchanged sentence
Share based compensation
−Removed: Loss from investment
Deferred tax (benefit) provision
10 unchanged sentences
Purchase advance, net
−Removed: Tax recoverable
+Added: Purchase advance-related parties, net
Prepaid expense
−Removed: Prepaid expense - related party, net
+Added: Prepaid expense - related parties, net
Trade accounts payable
2 unchanged sentences
Other payables-related parties
−Removed: Deferred income
+Added: Deferred revenue
Advances from customers
2 unchanged sentences
Taxes payable
−Removed: Net cash used
−Removed: in operating activities
−Removed: (15,102,337 )
+Added: Net cash used in operating activities
Cash flows from investing activities:
1 unchanged sentence
Proceeds from disposal of equipment
−Removed: Net cash used
−Removed: in investing activities
+Added: Net cash used in investing activities
Cash flows from financing activities:
1 unchanged sentence
Repayments of short-term bank loans
−Removed: (23,500,000 )
−Removed: (10,000,000 )
+Added: Proceeds from short-term borrowings
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: Proceeds from stock options exercised
−Removed: Net cash provided
−Removed: by financing activities
−Removed: Effect of exchange
−Removed: rate fluctuation on cash and cash equivalents
−Removed: Net decrease in cash and cash equivalents
−Removed: Cash and cash
−Removed: equivalents at beginning of year
−Removed: Cash and cash
−Removed: equivalents at end of year
+Added: Net cash provided by (used in) financing activities
+Added: Effect of exchange rate fluctuation on cash and cash equivalents
+Added: Net decrease in cash
+Added: Cash at beginning of the year
+Added: Cash at end of the year
Supplemental cash flow information
−Removed: Cash paid during
−Removed: the period for interest
−Removed: Cash paid during
−Removed: the period for taxes
+Added: Cash paid during the period for interest
+Added: Cash paid during the period for taxes
Non-cash investing and financing activities
−Removed: Issuance of common stock to prepay professional services
Issuance of common stock to redeem warrants
−Removed: The accompanying notes are an integral
−Removed: part of these consolidated financial statements.
−Removed: TECHNOLOGY, LTD
+Added: AR and short-term borrowings-related parties offset
+Added: Inventories used for fixed assets
+Added: The accompanying notes are an integral part
+Added: of these consolidated financial statements.
+Added: RECON TECHNOLOGY,
to the consolidated financial statements
−Removed: AND NATURE OF OPERATIONS
+Added: ORGANIZATION AND NATURE OF OPERATIONS
Organization –
Recon Technology, Ltd (the
−Removed: “Company”) was incorporated under the laws of the Cayman Islands on August 21, 2007 by Mr.
−Removed: Yin Shenping, Mr.
−Removed: Guangqiang and Mr.
−Removed: Li Hongqi (the “Founders”) as a limited liability company.
−Removed: The Company provides specialized
−Removed: oilfield equipment, automation systems, tools, chemicals and field services to petroleum companies mainly in the People’s
−Removed: 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, 2010 ,
−Removed: Recon-CI established one wholly owned subsidiary, Recon Investment Ltd.
−Removed: (“Recon-IN”) under the laws of HK.
−Removed: the equity interest in Recon-IN, Recon-CI does not own any assets or conduct any operations.
−Removed: On January 18, 2014, Recon-IN established
−Removed: one wholly owned subsidiary, Recon Hengda Technology (Beijing) Co., Ltd.
−Removed: (“Recon-BJ”) under the laws of the PRC.
−Removed: than the equity interest in Recon-BJ, Recon-IN does not own any assets or conduct any operations.
−Removed: The Company conducts its business through the following PRC
−Removed: legal entities that are consolidated as variable interest entities
−Removed: (“VIEs”) and operate in the Chinese oilfield equipment & service industry:
−Removed: Beijing BHD Petroleum
−Removed: Technology Co., Ltd.
−Removed: (“BHD”), and
+Added: “Company”) was incorporated under the laws of the Cayman Islands on August 21, 2007 by Messrs.
+Added: Yin Shenping, Chen Guangqiang
+Added: and Li Hongqi (the “Founders”) as a limited liability company.
+Added: The Company provides specialized oilfield equipment,
+Added: automation systems, tools, chemicals and field services to petroleum companies mainly in the People’s Republic of China (the
+Added: “PRC”).
+Added: The Company, along with its wholly-owned
+Added: subsidiaries, Recon Technology Co., Limited (“Recon HK”), Jining Recon Technology Ltd.
+Added: (“Recon JN”),
+Added: Recon Investment Ltd.
+Added: (“Recon IN”) and Recon Hengda Technology (Beijing) Co., Ltd.
+Added: (“Recon BJ”),
+Added: conducts its business through the following PRC legal entities (“Domestic Companies”) that are consolidated as variable
+Added: interest entities (“VIEs”) and operate in the Chinese oilfield equipment & service industry:
+Added: Beijing BHD Petroleum Technology Co., Ltd.
+Added: (“BHD”),
Nanjing Recon Technology Co., Ltd.
(“Nanjing Recon”).
−Removed: On January 29, 2015, the Company increased its authorized shares
−Removed: from 25,000,000 to 100,000,000 ordinary shares.
−Removed: Chinese laws and regulations currently do not prohibit or restrict
−Removed: foreign ownership in petroleum businesses.
−Removed: However, Chinese laws and regulations do prevent direct foreign investment in certain
−Removed: However, on January 1, 2008, to protect the Company’s shareholders from possible future foreign ownership restrictions,
−Removed: the Founders, who also held the controlling interest of BHD and Nanjing Recon, reorganized the corporate and shareholding structure
−Removed: of these entities by entering into certain exclusive agreements with Recon-JN, which entitles Recon-JN to receive a majority of
−Removed: the residual returns.
−Removed: On May 29, 2009 Recon-JN and BHD and Nanjing Recon entered into an operating agreement to provide full guarantee
−Removed: for the performance of such contracts, agreements or transactions entered into by BHD and Nanjing Recon.
−Removed: As a result of the new
−Removed: agreement, Recon-JN absorbs 100% of the expected losses and receives 90% of the expected gains of BHD and Nanjing Recon, which
−Removed: resulted in Recon-JN being the primary beneficiary of these Companies.
−Removed: Recon-JN also entered into Share Pledge Agreements with the
−Removed: Founders, who pledged all their equity interest in these entities to Recon-JN.
−Removed: The Share Pledge Agreements, which were entered
−Removed: into by each Founder, pledged each of the Founders’
−Removed: equity interest in BHD and Nanjing Recon as a guarantee for the service
−Removed: payment under the Service Agreement.
−Removed: The Service Agreement, entered into on January 1, 2008, between
−Removed: Recon-JN and BHD and Nanjing Recon, states that Recon-JN will provide technical consulting services to BHD and Nanjing Recon in
−Removed: exchange for 90% of their annual net profits as a service fee, which is to be paid quarterly.
−Removed: In addition, Recon-HK entered into Option Agreements to allow
−Removed: Recon-HK to acquire the Founders’
−Removed: interest in these entities if or when permitted by the PRC laws.
−Removed: Based on these exclusive agreements, the Company consolidated
−Removed: BHD and Nanjing Recon as VIEs as required by Accounting Standards Codification (“ASC”) Topic 810, Consolidation
−Removed: because the Company was the primary beneficiary of the VIEs.
−Removed: Management makes ongoing reassessment of whether Recon-JN is
−Removed: the primary beneficiary of BHD and Nanjing Recon.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: On August 28, 2000, a Founder of the Company purchased a controlling
−Removed: interest in BHD which was organized under the laws of the PRC on June 29, 1999.
−Removed: Through December 15, 2010, the Founders held a
−Removed: 67.5% ownership interest in BHD.
−Removed: From December 16, 2010 to June 30, 2012, Messers.
−Removed: Yin Shenping and Chen Guangqiang held an 86.24%
−Removed: ownership interest of BHD.
−Removed: BHD was combined with the Company through the date of the exclusive agreements, and has been consolidated
−Removed: following January 1, 2008, the date of the agreements based on ASC Topic 810.
−Removed: The Company allocates profits and losses 90% and
−Removed: 100%, respectively, based upon the control agreements.
−Removed: Profits allocated to the minority interest are the remaining amount (10%).
−Removed: On July 4, 2003, Nanjing Recon was organized under the laws
−Removed: On August 27, 2007, the Founders of the Company purchased a majority ownership of Nanjing Recon from a related party
−Removed: who was a majority owner of Nanjing Recon.
−Removed: Through December 15, 2010, the Founders held 80% ownership interest in Nanjing Recon.
−Removed: From December 16, 2010 to June 30, 2012, Messers.
−Removed: Yin Shenping and Chen Guangqiang held 80% ownership interest of Nanjing Recon.
−Removed: Nanjing Recon is combined with the Company through the date of the exclusive agreements, and is consolidated following January
−Removed: 1, 2008, the date of the agreements based on ASC Topic 810.
−Removed: The Company allocates profits and losses 90% and 100%, respectively,
−Removed: based upon the control agreements.
−Removed: Profits allocated to the non-controlling interest are the remaining amount (10%).
+Added: The Company has signed Exclusive Technical Consulting
+Added: Service Agreements with each of the Domestic Companies, which are our VIEs and Equity Interest Pledge Agreements and
+Added: Exclusive Equity Interest Purchase Agreements with their shareholders.
+Added: Through these contractual arrangements, the Company
+Added: has the ability to substantially influence each of the Domestic Companies’
+Added: daily operations and financial affairs,
+Added: appoint their senior executives and approve all matters requiring shareholder approval.
+Added: As a result of these contractual
+Added: arrangements, which enable the Company to control the Domestic Companies, the Company is considered as the primary
+Added: beneficiary of each Domestic Company.
+Added: Thus, the Company is able to absorb 90% of net interest or 100% of net loss of
+Added: On December 17, 2015, Huang Hua BHD Petroleum Equipment Manufacturing Co.
+Added: LTD, a fully owned subsidiary
+Added: established by BHD was organized under the laws of the PRC.
Nature of Operations –
The Company engaged in (1)
−Removed: (1) providing equipment, tools and other hardware related to oilfield production and management, including simple installations
−Removed: in connection with some projects;
−Removed: (2) service to improve production and efficiency of exploited oil wells, and (3) developing
−Removed: and selling its own specialized industrial automation control and information solutions.
−Removed: The products and services provided by
−Removed: the Company include:
+Added: providing equipment, tools and other hardware related to oilfield production and management, including simple installations in
+Added: connection with some projects;
+Added: (2) service to improve production and efficiency of exploited oil wells, and (3) developing and
+Added: selling its own specialized industrial automation control and information solutions.
+Added: The products and services provided by the
+Added: Company include:
High-Efficiency Heating Furnaces - High-Efficiency Heating
1 unchanged sentence
Crude petroleum contains certain impurities including water and natural gas, which must be removed before the petroleum can be
−Removed: Multi-Purpose Fissure Shaper - Multipurpose fissure
−Removed: shapers improve the extractors’
−Removed: ability to test for and extract petroleum which requires perforation into the earth before
−Removed: any petroleum extractor can test for the presence of oil.
−Removed: Horizontal Multistage Fracturing related Service -
−Removed: The Company mainly uses the Baker Hughes FracPoint™
+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
+Added: Company mainly uses the Baker Hughes FracPoint™
system and provides related service to oilfield companies.
−Removed: 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
−Removed: for cementing the liner, coiled tubing operations, and wireline operations, while significantly reducing overall pumping
+Added: The Baker Hughes
+Added: FracPoint™
+Added: system provided a completion method using packers to isolate sections of the wellbore (stages) and frac sleeves
+Added: to direct the frac treatment to the desired stage.
+Added: The use of this type of completion eliminated the need for cementing the liner,
+Added: coiled tubing operations, and wireline operations, while significantly reducing overall pumping time.
Supervisory Control and Data Acquisition System (“SCADA”)
- SCADA is an industrial computerized process control system for monitoring, managing and controlling petroleum extraction.
−Removed: SCADA integrates underground and aboveground activities of the petroleum extraction industry.
−Removed: This system can help to manage the
−Removed: oil extraction process in real-time to reduce the costs associated with 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.
+Added: As reflected in the Company’s consolidated financial statements,
+Added: the Company had recurring net losses for the years ended June 30, 2016 and 2015.
+Added: In assessing its liquidity, management monitors
+Added: and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future and its operating
+Added: and capital expenditure commitments.
+Added: The Company plans to fund continuing operations through identifying new prospective joint
+Added: venture and strategic alliance opportunities for new revenue sources, financial supports by major shareholders and reducing costs
+Added: to improve profitability and replenish working capital.
+Added: Management believes that the foregoing measures collectively will provide
+Added: sufficient liquidity for the Company to meet its future liquidity and capital obligations.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
SIGNIFICANT ACCOUNTING POLICIES
−Removed: Basis of presentation - The accompanying consolidated
−Removed: financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
−Removed: and have been consistently applied.
+Added: Basis of presentation - The
+Added: accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in
+Added: the United States of America (“US GAAP”) and have been consistently applied.
Principles of Consolidation - The consolidated
2 unchanged sentences
between the Company and its subsidiaries and VIEs have been eliminated upon consolidation.
−Removed: Variable Interest Entities - A VIE is
−Removed: an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated
+Added: Variable Interest Entities - A
+Added: VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated
financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest.
5 unchanged sentences
The Company performs ongoing assessments to determine whether an entity should be
−Removed: considered a VIE and whether an entity previously identified as a VIE continues to be a VIE and whether the Company continues
−Removed: to be the primary beneficiary.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: Assets recognized as a result of consolidating VIEs do not
−Removed: represent additional assets that could be used to satisfy claims against the Company’s general assets.
−Removed: Conversely, liabilities
−Removed: recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets;
−Removed: they represent claims against the specific assets of the consolidated VIEs.
−Removed: Currency Translation - The Company’s functional
−Removed: currency is the Chinese Yuan (“RMB”) and the accompanying consolidated financial statements have been expressed in
−Removed: Chinese Yuan.
−Removed: The consolidated financial statements as of and for the year ended June 30, 2015 have been translated into United
−Removed: States dollars (“U.S.
+Added: considered a VIE and whether an entity previously identified as a VIE continues to be a VIE and whether the Company continues to
+Added: be the primary beneficiary.
+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
+Added: Company’s functional currency is the Chinese Yuan (“RMB”) and the accompanying consolidated financial statements
+Added: have been expressed in Chinese Yuan.
+Added: The consolidated financial statements as of and for the year ended June 30, 2016 have been
+Added: translated into United States dollars (“U.S.
dollars”) solely for the convenience of the readers.
−Removed: The translation has been made at the rate
−Removed: of ¥6.0888 = US$1.00, the approximate exchange rate prevailing on June 30, 2015.
+Added: The translation has
+Added: been made at the rate of ¥6.6443 = US$1.00, the approximate exchange rate prevailing on June 30, 2016.
These translated U.S.
−Removed: dollar amounts should
−Removed: not be construed as representing Chinese Yuan amounts or that the Chinese Yuan amounts have been or could be converted into U.S.
−Removed: Estimates and assumptions - The preparation of
−Removed: the consolidated financial statements in conformity with U.S.
−Removed: GAAP requires that management make estimates and assumptions that
−Removed: affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the
−Removed: financial statements and the reported amounts of revenues and expenses during the reporting periods.
+Added: dollar amounts should not be construed as representing Chinese Yuan amounts or that the Chinese Yuan amounts have been or could
+Added: be converted into U.S.
+Added: Estimates and assumptions - The
+Added: preparation of the consolidated financial statements in conformity with U.S.
+Added: GAAP requires that management make estimates and assumptions
+Added: that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of
+Added: the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Estimates are adjusted
5 unchanged sentences
component of the financial reporting process, actual results could differ from those estimates.
−Removed: Fair Values of Financial Instruments - The U.S.
−Removed: GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define fair value,
−Removed: establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the
−Removed: use of unobservable inputs when measuring fair value.
+Added: Fair Values of Financial Instruments - The
+Added: US GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define fair value,
+Added: establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use
+Added: of unobservable inputs when measuring fair value.
The three levels of inputs are defined
6 unchanged sentences
the valuation methodology are unobservable.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
The carrying amounts reported in the consolidated balance sheets
2 unchanged sentences
of these financial instruments.
−Removed: Long-term borrowings approximate fair value because the interest rate charged approximates the
−Removed: Long-term other receivables approximate fair value because interest rate approximates the market rate.
−Removed: investment is carried measured at fair value on a non-recurring basis at June 30, 2014, since the Company recorded an impairment
−Removed: loss during 2014;
−Removed: the fair value was determined to be zero using level 1 inputs.
−Removed: (See Note 8.)
+Added: It was impracticable to estimate the fair value of long-term other receivables, because this is
+Added: due from the Company’s former VIE and there are no comparable markets for receivables with similar terms.
The fair value of the warrants liability
−Removed: was determined using the Black-Scholes Model, as Level 2 inputs (See Note 13).
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: Cash and Cash Equivalents - Cash and cash equivalents
−Removed: are comprised of cash on hand, demand deposits and highly liquid short-term debt investments with stated original maturities of
−Removed: no more than three months.
−Removed: Since a majority of the bank accounts are located in the PRC, those bank balances are uninsured.
+Added: was determined using the Black-Scholes Model, as Level 2 inputs.
Trade Accounts and Other Receivables - Accounts
7 unchanged sentences
arise from transactions with non-trade customers.
−Removed: Purchase Advances - Purchase advances are the
−Removed: amounts prepaid to suppliers for purchases of inventory and are recognized as inventory when the final amount is paid to the suppliers
−Removed: and the inventory is delivered.
−Removed: Inventories - Inventories are stated at the lower
−Removed: of cost or market value, on a weighted average basis for BHD.
−Removed: Inventories are stated at the lower of cost or market value, on
−Removed: a first-in-first-out basis for Nanjing Recon.
−Removed: The methods of determining inventory costs are used consistently from year to year.
−Removed: Allowance for inventory obsolescence is provided when the market value of certain inventory items are lower than the cost.
−Removed: Property and Equipment - Property and equipment
−Removed: are stated at cost.
−Removed: Depreciation on motor vehicles and office equipment is computed using the straight-line method over the estimated
−Removed: useful lives of the assets, which range from two to ten years.
−Removed: Leasehold improvements are amortized over the shorter of the lease
−Removed: term or the estimated useful life of the assets.
+Added: Purchase Advances - Purchase
+Added: advances are the amounts prepaid to suppliers for purchases of inventory and are recognized as inventory when the final amount
+Added: is paid to the suppliers and the inventory is delivered.
+Added: Inventories - Inventories
+Added: are stated at the lower of cost or market value, on a weighted average basis for BHD.
+Added: Inventories is stated at the lower of cost
+Added: or market value, on a first-in-first-out basis for Nanjing Recon.
+Added: The methods of determining inventory costs are used consistently
+Added: from year to year.
+Added: Allowance for inventory obsolescence is provided when the market value of certain inventory items are lower
+Added: than the cost.
+Added: Property and Equipment - Property
+Added: and equipment are stated at cost.
+Added: Depreciation on motor vehicles and office equipment is computed using the straight-line method
+Added: over the estimated useful lives of the assets, which range from two to ten years.
+Added: Leasehold improvements are amortized over the
+Added: shorter of the lease term or the estimated useful life of the assets.
Motor vehicles
1 unchanged sentence
Leasehold improvement
+Added: Production equipment
Long-term investment –
−Removed: Long-term investment
−Removed: in equity over which the Company has the ability to exercise significant influence but not control, and that, in general, are
−Removed: 20-50 percent owned, are stated at cost plus equity in undistributed net income (loss) of the investee.
+Added: investment in equity over which the Company has the ability to exercise significant influence but not control, and that, in general,
+Added: are 20-50 percent owned, are stated at cost plus equity in undistributed net income (loss) of the investee.
These investments are
5 unchanged sentences
longer-term intent of retaining the investment in the investee.
−Removed: Long-Lived Assets - The Company applies the ASC
−Removed: Topic 360 “Property, plant and equipment.”
−Removed: ASC Topic 360 requires that long-lived assets, such as property and equipment
−Removed: be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset
−Removed: group may not be recoverable.
−Removed: Recoverability of assets to be held and used is measured by a comparison of the carrying amount
−Removed: of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
−Removed: If the carrying amount of an asset
−Removed: exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying
−Removed: amount of the asset exceeds the fair value of the asset.
−Removed: Fair value is determined based on the estimated discounted future cash
−Removed: flows expected to be generated by the asset.
+Added: Long-Lived Assets - The
+Added: Company applies the ASC Topic 360 “Property, plant and equipment.”
+Added: ASC Topic 360 requires that long-lived assets, such
+Added: as property and equipment be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
+Added: of an asset or asset group may not be recoverable.
+Added: Recoverability of assets to be held and used is measured by a comparison of
+Added: the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
+Added: If the carrying
+Added: amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which
+Added: the carrying amount of the asset exceeds the fair value of the asset.
+Added: Fair value is determined based on the estimated discounted
+Added: future cash flows expected to be generated by the asset.
There were no impairments at June 30, 2015 and 2016.
−Removed: Revenue Recognition - The Company recognizes
−Removed: revenue when the following four criteria are met:
−Removed: (1) persuasive evidence of an arrangement, (2) delivery has occurred
−Removed: or services have been provided, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: Revenue Recognition - The
+Added: Company recognizes revenue when the following four criteria are met:
+Added: (1) persuasive evidence of an arrangement, (2) delivery has
+Added: occurred or services have been provided, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured.
Delivery does not occur until products have been shipped or services have been provided to the customers and the customers have
2 unchanged sentences
have lapsed, or the Company has objective evidence that the criteria specified in customers’
−Removed: acceptance provisions have
−Removed: been satisfied.
−Removed: The sales price is not considered to be fixed or determinable until all contingencies related to the sale have
−Removed: been resolved.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: Revenue from hardware sales is generally recognized when the
−Removed: product is shipped to the customer and when there are no unfulfilled company obligations that affect the customer’s final
−Removed: acceptance of the arrangement.
−Removed: The Company sells self-developed software.
−Removed: For software sales,
−Removed: the Company recognizes revenues in accordance with ASC Topic 985 - 605 “Software Revenue Recognition”.
−Removed: software is recognized according to project contracts.
−Removed: Contract costs are accumulated during the periods of installation and testing
−Removed: or commissioning.
+Added: acceptance provisions have been
+Added: The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been
+Added: Hardware and software:
+Added: from hardware and software sales is generally recognized when the product with the embedded software system is shipped to the customer
+Added: and when there are no unfulfilled company obligations that affect the customer’s final acceptance of the arrangement.
+Added: from software is recognized according to project contracts.
Usually this is short term.
−Removed: Revenue is not recognized until completion of the contracts and receipt of acceptance
−Removed: The Company provides services to improve software function
−Removed: and system operation on separated fixed-price contracts.
−Removed: Revenue is recognized on the completed contract method when acceptance
−Removed: is determined by a completion report signed by the customer.
+Added: Revenue is not recognized until completion
+Added: of the contracts and receipt of acceptance.
+Added: Company provides services to improve software function and system operation on separated fixed-price contracts.
+Added: Revenue is recognized
+Added: on the completed contract method when acceptance is determined by a completion report signed by the customer.
Deferred revenue represents unearned amounts billed to customers
related to sales contracts.
−Removed: Subsidy Income - Grants are given by the government
−Removed: to support local software companies’
+Added: Subsidy Income - Grants
+Added: are given by the government to support local software companies’
operation and research and development.
−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 - The Company accounts
−Removed: for share-based compensation in accordance with ASC Topic 718, Share-Based Payment .
−Removed: Under the fair value recognition provisions
−Removed: of this topic, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized
−Removed: as expense with graded vesting on a straight–line basis over the requisite service period for the entire award.
−Removed: has elected to recognize compensation expenses using the Binomial Lattice valuation model estimated at the grant date based on
−Removed: the award’s fair value.
−Removed: Income Taxes - Income taxes are provided based
−Removed: upon the liability method of accounting pursuant to ASC Topic 740, Accounting for Income Taxes .
−Removed: Provisions for income taxes
−Removed: are based on taxes payable or refundable for the current year and deferred taxes.
−Removed: Deferred taxes are provided on differences between
−Removed: the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards.
−Removed: tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period
−Removed: in which the deferred tax assets and liabilities are expected to be realized or settled.
−Removed: As changes in tax laws or rates are enacted,
−Removed: deferred tax assets and liabilities are adjusted through the provision for income taxes.
−Removed: The Company has not been subject to any
−Removed: income taxes in the United States or the Cayman Islands.
+Added: Grants related to
+Added: research and development projects are recognized as subsidy income in the consolidated statements of operations when received.
+Added: Grants in the form of value-added-tax refund for software products are recognized when received.
+Added: Share-Based Compensation - The
+Added: Company accounts for share-based compensation in accordance with ASC Topic 718, Share-Based Payment.
+Added: Under the fair value recognition
+Added: provisions of this topic, share-based compensation cost is measured at the grant date based on the fair value of the award and
+Added: is recognized as expense with graded vesting on a straight–line basis over the requisite service period for the entire award.
+Added: The Company has elected to recognize compensation expenses using the Binomial Lattice valuation model estimated at the grant date
+Added: based on the award’s fair value.
+Added: Income Taxes - Income
+Added: taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740, Accounting for Income Taxes.
+Added: for income taxes are based on taxes payable or refundable for the current year and deferred taxes.
+Added: Deferred taxes are provided
+Added: on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax
+Added: carry forwards.
+Added: Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates
+Added: applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.
+Added: As changes in
+Added: tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
+Added: has not been subject to any income taxes in the United States or the Cayman Islands.
Under ASC Topic 740, the Company may recognize the tax benefit
4 unchanged sentences
upon ultimate settlement.
−Removed: Income tax returns for the year prior to 2010 are no longer subject to examination by tax authorities.
−Removed: Earnings (loss) per Share (“EPS”)
−Removed: - Basic EPS is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding.
−Removed: are computed by dividing net income (loss) by the weighted-average number of ordinary shares and dilutive potential ordinary share
−Removed: equivalents outstanding.
+Added: Loss per Share - Basic
+Added: Earnings/Loss Per Share (“EPS”) is computed
+Added: by dividing net loss by the weighted average number of ordinary shares outstanding.
+Added: Diluted EPS are computed by dividing net loss
+Added: by the weighted-average number of ordinary shares and dilutive potential ordinary share equivalents outstanding.
Potentially dilutive ordinary shares consist of ordinary shares
issuable upon the conversion of ordinary stock options, restricted shares and warrants (using the treasury stock method).
−Removed: For the year ended June 30, 2014, there were 64,207 restricted shares included in the weighted average dilutive shares calculation.
−Removed: The effect from options, restricted shares and warrants would have been anti-dilutive due to the fact that we incurred a net loss
−Removed: during the year ended June 30, 2015.
+Added: from options, restricted shares and warrants would have been anti-dilutive due to the fact that we incurred a net loss during the
+Added: year ended June 30, 2015 and 2016.
RECON TECHNOLOGY,
1 unchanged sentence
Recently Issued Accounting Pronouncements
−Removed: In June 2015, the Financial Accounting Standards Board (“FASB”)
−Removed: issued Accounting Standards Updates (“ASU”) 2015-10, “Technical Corrections and Improvements.”
−Removed: corrects for differences between original guidance and the Accounting Standards Codification (“ASC”) and makes minor
−Removed: improvements affecting several topics.
−Removed: We are currently in the process of evaluating this standard, but do not expect its adoption
−Removed: to have a material impact on our consolidated financial statements.
−Removed: The amendments in this Update will apply to all reporting
−Removed: entities within the scope of the affected accounting guidance.
−Removed: In July 2015, the Financial Accounting Standards Board (“FASB”)
−Removed: issued Accounting Standards Updates (“ASU”) 2015-11, “Inventory (Topic 330) - Simplifying the Measurement of
−Removed: Inventory.”
−Removed: The amendments in this Update do not apply to inventory that is measured using last-in, first-out (LIFO) or
−Removed: the retail inventory method.
−Removed: The amendments apply to all other inventory, which includes inventory that is measured using first-in,
−Removed: first-out (FIFO) or average cost.
−Removed: An entity should measure inventory within the scope of this Update at the lower of cost and
−Removed: net realizable value.
−Removed: Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably
−Removed: predictable costs of completion, disposal, and transportation.
−Removed: The amendments in this Update more closely align the measurement
−Removed: of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS).
−Removed: For public business
−Removed: entities, The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods
−Removed: within those fiscal years.
−Removed: We are currently in the process of evaluating this standard, but do not expect its adoption to have
−Removed: a material impact on our consolidated financial statements.
+Added: In April 2016, the FASB released ASU 2016-09, Compensation - Stock
+Added: Compensation (Topic 718):
+Added: Improvements to Employee Share-Based Payment Accounting.
+Added: The ASU includes multiple provisions intended
+Added: to simplify various aspects of the accounting for share-based payments.
+Added: While aimed at reducing the cost and complexity of the
+Added: accounting for share-based payments, the amendments are expected to significantly impact net income, EPS, and the statement of
+Added: Implementation and administration may present challenges for companies with significant share-based payment activities.
+Added: The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those
+Added: The Company is currently evaluating the impact of this new standard on its consolidated financial statements.
+Added: In April 2016, FASB issued Accounting Standards Update No.
+Added: Revenue from Contracts with Customers (Topic 606):
+Added: Identifying Performance Obligations and Licensing.
+Added: The amendments clarify the
+Added: following two aspects of Topic 606:
+Added: (a) identifying performance obligations;
+Added: and (b) the licensing implementation guidance.
+Added: amendments do not change the core principle of the guidance in Topic 606.
+Added: The effective date and transition requirements for the
+Added: amendments are the same as the effective date and transition requirements in Topic 606.
+Added: Public entities should apply the amendments
+Added: for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018,
+Added: for a calendar year entity).
+Added: Early application for public entities is permitted only as of annual reporting periods beginning after
+Added: December 15, 2016, including interim reporting periods within that reporting period.
+Added: The Company is currently evaluating the impact
+Added: of this new standard on its consolidated financial statements.
+Added: In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition
+Added: (Topic 605) and Derivatives and Hedging (Topic 815):
+Added: Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09
+Added: and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”, The amendments rescinds SEC paragraphs pursuant
+Added: to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting.
+Added: Specifically, registrants should
+Added: not rely on the following SEC Staff Observer comments upon adoption of Topic 606:
+Added: 1) Revenue and Expense Recognition for Freight
+Added: Services in Process, which is codified in paragraph 605-20-S99-2;
+Added: 2) Accounting for Shipping and Handling Fees and Costs, which
+Added: is codified in paragraph 605-45-S99-1;
+Added: 3) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the
+Added: Vendor's Products), which is codified in paragraph 605-50-S99-1;
+Added: 4) Accounting for Gas-Balancing Arrangements (i.e., use of the
+Added: "entitlements method"), which is codified in paragraph 932-10-S99-5, which is effective upon adoption of ASU 2014-09.
+Added: The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
+Added: In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts
+Added: with Customers (Topic 606):
+Added: Narrow-Scope Improvements and Practical Expedients".
+Added: The amendments, among other things:
+Added: the objective of the collectability criterion for applying paragraph 606-10-25-7;
+Added: (2) permit an entity to exclude amounts collected
+Added: from customers for all sales (and other similar) taxes from the transaction price;
+Added: (3) specify that the measurement date for noncash
+Added: consideration is contract inception;
+Added: (4) provide a practical expedient that permits an entity to reflect the aggregate effect of
+Added: all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied
+Added: performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied
+Added: performance obligations;
+Added: (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially
+Added: all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that
+Added: retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the
+Added: accounting change for the period of adoption.
+Added: The effective date of these amendments is at the same date that Topic 606 is effective.
+Added: The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: In August 2016, the FASB has issued Accounting Standards Update
+Added: 2016-15, Statement of Cash Flows (Topic 230):
+Added: Classification of Certain Cash Receipts and Cash Payments, to address diversity
+Added: in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.
+Added: The amendments provide
+Added: guidance on the following eight specific cash flow issues:
+Added: (1) Debt Prepayment or Debt Extinguishment Costs;
+Added: (2) Settlement of
+Added: Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective
+Added: Interest Rate of the Borrowing;
+Added: (3) Contingent Consideration Payments Made after a Business Combination;
+Added: (4)Proceeds from the Settlement
+Added: of Insurance Claims;
+Added: (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;
+Added: Insurance Policies;
+Added: (7) Distributions Received from Equity Method Investees;
+Added: (8) Beneficial Interests in Securitization Transactions;
+Added: and Separately Identifiable Cash Flows and Application of the Predominance Principle.
+Added: The amendments are effective for public business
+Added: entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.
+Added: For all other entities,
+Added: the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning
+Added: after December 15, 2019.
+Added: Early adoption is permitted, including adoption in an interim period.
+Added: The amendments should be applied
+Added: using a retrospective transition method to each period presented.
+Added: If it is impracticable to apply the amendments retrospectively
+Added: for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable.
+Added: Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures
TRADE ACCOUNTS RECEIVABLE, NET
6 unchanged sentences
Total - third- party, net
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Related Party
−Removed: Beijing Yabei Nuoda Science and Technology Co.
Beijing Langchen Construction Company
−Removed: Xiamen Huangsheng Hitek Computer Network Co.Ltd.
+Added: Xiamen Huangsheng Hitek Computer Network Co.
Xiamen Henda Hitek Computer Network Co.
3 unchanged sentences
June 30, 2016
−Removed: Related Party –
+Added: Third Party –
Beijing Yabei Nuoda Science and Technology Co.
1 unchanged sentence
Total - long-term trade accounts receivable, net
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: *The receivable from Yabei Nuoda was recognized primarily from
+Added: the sale of automation system and services based on written contracts.
+Added: Based on the repayment agreement signed on September 2,
+Added: 2015, the outstanding balance was to be collected in two years beginning in 2017, with each installment of ¥2,467,036 ($371,299).
+Added: During the year ended June 30, 2016, the Company received the payment on time as scheduled.
+Added: ** During the year ended June 30, 2016, the Company offset ¥980,000
+Added: ($147,494) of accounts receivable and accounts payable pursuant to certain settlement agreements with Xiamen Huangsheng Hitek Computer
+Added: Ltd , a related party of the Company.
+Added: *** During the year ended June 30, 2016, the Company offset
+Added: ¥2,699,347 ($406,263) of accounts receivable with ¥2,499,347 ($376,162) of accounts payable and ¥200,000 ($30,101)
+Added: pursuant to certain settlement agreements with Xiamen Henda Hitek Computer Network Co.
+Added: Ltd., a related party of the Company.
+Added: Provision for accounts receivables due from third party was ¥19,421
+Added: and ¥1,650,745 ($248,444) for the years ended June 30, 2015 and 2016, respectively.
+Added: Movement of allowance for doubtful accounts is as follows:
June 30, 2015
1 unchanged sentence
June 30, 2016
−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 Beijing Yabei Nuoda Science and Technology Co.
−Removed: (“Yabei Nuoda”) was recognized primarily
−Removed: from the sale of automation system and services based on written contracts.
−Removed: Based on the repayment agreement signed on
−Removed: September 2, 2015, the outstanding balance will be collected in two years beginning 2017, with each installment
−Removed: of ¥2,467,036.
−Removed: of the Founders, Mr.
−Removed: Yin Shenping, was the legal representative of Yabei Nuoda before December 2013 and Chairman as of September 30, 2014.
−Removed: On October 30, 2014, Mr.
−Removed: Yin resigned from the chairman
−Removed: position and thus Yabei Nuoda is not a related party of the Company after October 30, 2014.
−Removed: Yin no longer has any equity interest
−Removed: in this company.
−Removed: ** This receivable was settled between August 10, 2015 and
−Removed: September 1, 2015.
−Removed: ***On August 13, 2015, all of the outstanding balance was offset
−Removed: against the related payable (See Note 9) and the remaining balance was repaid.
+Added: Beginning balance
+Added: Charge to expense
+Added: Ending balance
OTHER RECEIVABLES, NET
9 unchanged sentences
Allowance for doubtful accounts
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
+Added: Provision for other receivables was ¥371,217 and ¥455,574
+Added: ($68,566) for the years ended June 30, 2015 and 2016, respectively.
June 30, 2015
3 unchanged sentences
Due from ENI (A)
−Removed: ENI ceased to be a VIE of the Company, ENI in January 2012 agreed to repay the loan on
−Removed: a payment schedule, with interest accrued during the period at an annual rate of 4%.
−Removed: In accordance with the payment schedule, the principal plus accrued interest is required
−Removed: to be repaid over approximately three years on a quarterly basis beginning March 2012.
+Added: (A) After ENI ceased to be a VIE of the Company, ENI in January 2012
+Added: agreed to repay the loan on a payment schedule, with interest accrued during the period at an annual rate of 4%.
+Added: In accordance
+Added: with the payment schedule, the principal plus accrued interest is required to be repaid over approximately three years on a quarterly
+Added: basis beginning March 2012.
The first four payments are RMB 1.2 million each.
−Removed: In March, June, September and December
−Removed: of 2012, the Company received RMB 4.8 million.
−Removed: Starting March 2013, installments for
−Removed: each quarter would be ¥1,777,653.
−Removed: The Company received the payments on time in March
−Removed: and June, 2013.
−Removed: On September 30, 2013, ENI proposed to extend the payment period and
−Removed: signed a new contract with the Company.
−Removed: According to the new arrangement, the remaining
−Removed: part of this loan will be repaid over four years with quarterly installments of
−Removed: ¥699,147.
−Removed: The Company has continued to receive the payments under the agreement.
−Removed: to third-parties are mainly used for short-term funding to support cooperative companies.
+Added: In March, June, September and December of 2012, the
+Added: Company received RMB 4.8 million.
+Added: Starting March 2013, installments for each quarter would be ¥1,777,653.
+Added: The Company received
+Added: the payments on time in March and June, 2013.
+Added: On September 30, 2013, ENI proposed to extend the payment period and signed a new
+Added: contract with the Company.
+Added: According to the new arrangement, the remaining part of this loan will be repaid over four years with
+Added: quarterly installments of ¥699,147, which is due by June 30, 2017.
+Added: The Company has continued to receive the payments under
+Added: the agreement.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: (B) Loans to third-parties are mainly used for short-term funding to
+Added: support the Company’s external business partners.
These loans are due on demand bearing no interest.
−Removed: advance to staff represents advances for business travel and sundry expenses related
−Removed: to oilfield or on-site installation and inspection of products through customer approval
−Removed: and acceptance.
+Added: (C) Business advance to staff represents advances for business travel
+Added: and sundry expenses related to oilfield or on-site installation and inspection of products through customer approval and acceptance.
Other receivables
−Removed: - related parties represent loans to related parties for working capital advances to related entities.
−Removed: Such advances are due-on-demand
−Removed: and non-interest bearing.
−Removed: Below is a summary of other receivables - related parties which
−Removed: consisted of the following:
−Removed: Related Party
+Added: - related parties represent loans to related parties for working capital advances.
+Added: Such advances are due-on-demand and non-interest
+Added: Balances have been fully collected as of June 30, 2016.
+Added: Movement of allowance for doubtful accounts is as follows:
June 30, 2015
1 unchanged sentence
June 30, 2016
−Removed: Name of Related Party
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Beijing Langchen Construction Company **
−Removed: Other - business advances
−Removed: a related party after October 31, 2014.
−Removed: was repaid on August 6, 2015.
+Added: Beginning balance
+Added: Charge to expense
+Added: Ending balance
PURCHASE ADVANCES
−Removed: The Company purchased products and services from a third-party
−Removed: and a related party during the normal course of business.
+Added: The Company purchased products and services from a third party and
+Added: a related party during the normal course of business.
Purchase advances consisted of the following:
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
June 30, 2015
3 unchanged sentences
Allowance for doubtful accounts
−Removed: Below is a summary of purchase advances to related party.
+Added: (16,591,247 )
+Added: Provision for purchase advances were ¥2,862,231 and ¥12,368,755
+Added: ($1,861,550) for the years ended June 30, 2015 and 2016, respectively.
+Added: The Company recorded allowance for these down payments and
+Added: will continue to try to collect or get inventories delivered.
+Added: These payments were advanced for certain customized equipment of
+Added: the planned projects.
+Added: As those projects were delayed or canceled or there is rare chance to be profitable, the Company decided
+Added: to suspend those projects and recorded allowances related to advanced payments for those projects as the Company may not be able
+Added: to receive those funds back.
+Added: Management is still making efforts to collect partially or negotiate with venders for some other alternative
+Added: solutions to minimize the Company’s loss.
+Added: Purchases from related parties consisted of the following:
June 30, 2015
3 unchanged sentences
Xiamen Huangsheng Hitek Computer Network Co.
+Added: Total - related-parties, net
One of the Founders of the Company and his family member collectively
2 unchanged sentences
have been delivered to the Company and this balance was settled in full.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: Movement of allowance for doubtful accounts is as follows:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: Beginning balance
+Added: Charge to expense
+Added: Ending balance
Inventories consisted of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Small component parts
4 unchanged sentences
Total inventories, net
−Removed: for slow moving inventory was ¥0 and ¥7,700,836 ($1,264,754) at June 30, 2014 and 2015, respectively.
+Added: for slow moving inventory were ¥7,700,836 and ¥2,428,290 ($365,468) for the years ended June 30, 2015 and 2016, respectively.
+Added: Movement of provisions for slow moving inventory is as follows:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: Beginning balance
+Added: Charge to cost of sales
+Added: Ending balance
PROPERTY AND EQUIPMENT, NET
5 unchanged sentences
Office equipment and fixtures
+Added: Production equipment
Total property and equipment
1 unchanged sentence
Property and equipment, net
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
Depreciation expense was ¥526,046 and ¥955,083 ($143,744)
for the years ended June 30, 2015 and 2016, respectively.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
LONG-TERM INVESTMENT
−Removed: On June 28, 2013, the Company purchased 2,800,000 restricted
−Removed: shares of Avalon Oil and Gas, Inc.
−Removed: ("Avalon") for $0.089 per share, or approximately ¥1.5 million ($250,000).
−Removed: the restriction for the shares is for two years, the Company was able to acquire the shares at 50% of the market value.
−Removed: The investment
−Removed: was accounted for using the equity method and no gain or loss from equity investment was recorded for the year ended June 30,
−Removed: 2013 due to immateriality.
−Removed: As of June 30, 2014 and 2015, Recon owned 24.02% and 16.92% of Avalon’s outstanding shares, respectively.
−Removed: Avalon is an independent US domestic oil and natural gas producer listed on the OTCBB under the ticker symbol AOGN.
−Removed: Avalon engages
−Removed: in the acquisition, exploration and development of oil and gas producing properties in the US.
−Removed: Based on the available information
−Removed: and discussion with the management team of Avalon, the Company believe Avalon’s operating loss would not be recovered in
−Removed: the foreseeable future, therefore, the Company considered the investment to be impaired and recorded an investment loss of ¥1,535,250
−Removed: ($250,000) for the year ended June 30, 2014 to write its investment down to zero.
−Removed: On April 13, 2015, BHD reached an agreement to invest RMB 80
−Removed: million in Huanghua Heng Da Xiang Tong Manufacture Ltd (“HHBHD”) for a 54.05% ownership interest.
−Removed: BHD’s board
−Removed: of Directors and shareholders approved the transaction to invest in HHBHD.
−Removed: The investment is to enhance cooperation with HHBHD
+Added: On April 13, 2015, BHD reached an agreement to invest RMB 80 million
+Added: in Huanghua Bai Heng Da Xiang Tong Manufacture Ltd (“HHBHDXT”) for a 54.05% ownership interest.
+Added: BHD’s board of
+Added: Directors and shareholders approved the transaction to invest in HHBHDXT.
+Added: The investment is to enhance cooperation with HHBHDXT
and protect BHD’s design copyright.
−Removed: BHD does not have control or significant impact or voting rights over HHBHD.
−Removed: report, no payment was made to HHBHD for this investment.
+Added: Based on mutual agreements, BHD shall not enjoy voting right until the payment of investment
+Added: is on position.
+Added: On March 18, 2016, BHD decided to terminate this investment transaction with HHBHDXT, and was no longer a shareholder
+Added: The Company didn’t make any payment as of the termination and termination of this transaction subjects
+Added: to no payment or penalty.
OTHER PAYABLES
Other payables consisted of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Consulting services
Distributors and employees
+Added: Funds collected on behalf of others
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Related Party
1 unchanged sentence
Expenses paid by the major shareholders
−Removed: Due to family member of one owner on behalf on Recon
−Removed: 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 advance is payable on demand and non-interest bearing.
−Removed: was off set with accounts receivable on September 3, 2015 (See Note 3).
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
+Added: Due to family member of one owner
+Added: Due to management staff for costs incurred on behalf of Recon
+Added: (1) Includes an advance from
+Added: Xiamen Henda Hitek Computer Network Co.
+Added: for RMB 2,499,347 to supplement the Company’s working capital.
+Added: is payable on demand and non-interest bearing.
+Added: This debt was off set with accounts receivable on September 3, 2015 (See Note 3).
TAXES PAYABLE
1 unchanged sentence
consisted of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Enterprise income tax payable
1 unchanged sentence
Total taxes payable
−Removed: SHORT-TERM BANK LOAN
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: SHORT-TERM BANK LOANS
Short-term bank loans consisted of the following:
−Removed: Industrial and commercial bank, floating interest rate at 5.6%, paid off on December
−Removed: Industrial and commercial bank, floating interest rate at 6.0%, due
−Removed: on June 19, 2016
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: Industrial and Commercial Bank, floating interest rate at 6.12 %, due on June 19, 2016
Total short-term bank loans
−Removed: expense for the short-term bank loan was ¥624,096 and ¥516,567 ($84,839) for the years ended June 30, 2014 and
−Removed: 2015, respectively.
−Removed: SHORT-TERM BORROWINGS DUE
−Removed: TO RELATED PARTIES
+Added: expense for the short-term bank loan was ¥516,567 and ¥415,676 ($62,561) for the years ended June 30, 2015 and 2016, respectively.
+Added: The loan was repaid in full during the year ended June 30, 2016.
SHORT-TERM BORROWINGS
+Added: Short-term borrowings consisted of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: Short-term borrowings
+Added: due to third parties:
+Added: Short-term borrowing from a third party, without interest, due on August 15, 2016
+Added: Total short-term borrowings due to third parties
+Added: The Company repaid the short-term borrowing in full on August 8,
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: 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, 7.2% annual interest, due on October 20, 2015(B)
Short-term borrowing from a Founder, 7.2% annual interest, due on October 20, 2015
Short-term borrowing from a Founder, 6.06% annual interest, due on October 2, 2015
−Removed: Short-term borrowing from a Founder's family member, no interest, due on various dates.(A)
+Added: Short-term borrowing from a Founder, 5.13% annual interest, due on October 12, 2015
+Added: Short-term borrowing from a Founder's family member, no interest, due on various dates
Short-term borrowings from Xiamen Huasheng Haitian Computer Network Co.
−Removed: Ltd., no interest, due on November 14, 2015 (C)
+Added: Ltd., no interest, due on November 14, 2015
+Added: Short-term borrowing from a Founder, 5.75% annual interest, due on September 25, 2016*
+Added: Short-term borrowing from a Founder, 5.75% annual interest, due on October 10, 2016 **
+Added: Short-term borrowing from a Founder, 5.43% annual interest, due on November 4, 2016 ***
+Added: Short-term borrowing from a Founder's family member, no interest, due on December 16, 2016
+Added: Short-term borrowing from a Founder's family member, no interest, due on December 28, 2016
+Added: Short-term borrowing from a Founder, 5.22% annual interest, due on March 10, 2017
+Added: Short-term borrowing from a Founder, 5.22% annual interest, due on May 6, 2017
Total short-term borrowings due to related parties
+Added: * As of September 23, ¥1,800,000 was paid back with an accumulated interest of ¥17,537 ($2,639).
+Added: ** As of September 23, 2016, the Company repaid ¥1,680,000 ($252,847) with an interest of ¥20,202 ($3,040).
+Added: *** As of September 23, 2016, the Company repaid ¥
+Added: 540,000 ($81,272) of short-term borrowing with an interest of ¥8,428($1,268).
RECON TECHNOLOGY,
to the consolidated financial statements
−Removed: August 20, 2015, ¥
−Removed: 1,500,000 ( $246,354 )
−Removed: was paid back to the Founder’s family member.
−Removed: August 19, 2015, the Company repaid ¥1,800,000 ($295,625) of short-term borrowing
−Removed: with an interest of ¥37,200 ($6,110).
−Removed: August 31, 2015, this obligation was satisfied.
Interest expense for short-term borrowings due to related parties
was ¥593,884 and ¥487,692 ($73,400) for the years ended June 30, 2015 and 2016, respectively.
−Removed: Note 13 –WARRANTS LIABILITY
−Removed: In connection with the stock offering in November 2013, the
−Removed: Company issued warrants to certain institutional investors and placement agent to purchase 218,600 ordinary shares (see details
−Removed: On February 13, 2015, the Company redeemed 163,950 warrants
−Removed: by issuing 204,938 ordinary shares (1.25 shares of ordinary shares to exchange one warrant) to institutional investors.
−Removed: 15, 2015, the Company redeemed the remaining 54,650 warrants by issuing 68,313 ordinary shares (1.25 shares of ordinary shares
−Removed: to exchange one warrant) to institutional investors.
−Removed: As a result, the Company recorded a loss on warrant redemption of ¥2,496,375
−Removed: ($409,995) for the year ended June 30, 2015.
−Removed: According to ASC 815-40, if the strike price of the warrants
−Removed: is denominated in a currency other than the Company’s functional currency, the warrants are not considered indexed to the
−Removed: entity’s own stock.
−Removed: The Company’s functional currency is RMB and the strike price of the warrants is denominated in
−Removed: USD, as a result, the warrants are classified as liabilities with all future changes in the fair value of these warrants recognized
−Removed: in earnings until such time as the warrants are exercised or expired.
−Removed: These common stock purchase warrants do not trade in an active
−Removed: securities market, and as such, their fair value is estimated by using the Cox-Ross-Rubinstein (CRR) Binomial Model using the
−Removed: following assumptions:
−Removed: Annual dividend yield
−Removed: Exercised price
−Removed: Underlying price at grant date
−Removed: Expected life (years)
−Removed: Risk-free interest rate
−Removed: Expected volatility
−Removed: Expected volatility is based on the historical volatility of
−Removed: the Company’s common stock.
−Removed: The Company has no reason to believe future volatility over the expected remaining life of these
−Removed: warrants is likely to differ materially from historical volatility.
−Removed: The expected life is based on the remaining 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 warrants.
−Removed: dividend yield was based on the Company’s current and expected dividend policy.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: The following table sets forth by level within the fair value
−Removed: hierarchy the warrants liability that was accounted at fair value on a recurring basis.
−Removed: Fair Value Measurement
−Removed: Carrying Value
−Removed: Carrying Value
−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 the year ended June 30, 2015:
−Removed: of warrants liability
−Removed: Beginning balance - June 30, 2014
−Removed: Warrant redemption
−Removed: Change of warrant liability
−Removed: Ending balance -June 30, 2015
SHAREHOLDERS’
−Removed: Stock offering –
−Removed: On November 25, 2013,
−Removed: the Company entered into a securities purchase agreement (“Purchase Agreement”) with certain institutional investors
−Removed: for 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
−Removed: per ordinary share on November 29, 2013).
−Removed: The net cash proceeds received from the stock offering, after deducting underwriter
−Removed: commission and other associated fees, were ¥12,132,882 (approximately $2.0 million).
−Removed: In addition, warrants to purchase 163,950
−Removed: ordinary shares in the aggregate were issued to the investors.
−Removed: The warrants were exercisable at an exercise price of $6.01 per
−Removed: ordinary share (amended to $5.38 per ordinary share on November 29, 2013) and expire three years from the date of issuance.
−Removed: Company also issued warrants to purchase 54,650 ordinary shares to the placement agent (“Placement Agent Warrant”).
−Removed: The Placement Agent Warrants are on substantially the same terms as the warrants issued pursuant to the Purchase Agreement, except
−Removed: that these warrants are not exercisable for a period of six months and will expire three years from the initial issuance date.
−Removed: In addition to the above warrants issued to the placement agent,
−Removed: the Company granted 170,000 shares of warrants on connection with its IPO offering, and none of these warrants was exercised during
−Removed: the years ended June 30, 2014 and 2015.
−Removed: In June 2015, the Company entered into a securities purchase
−Removed: agreement with certain institutional investors for the sale of 297,197 ordinary shares in a registered direct offering (4,000
−Removed: shares at an average of $1.64 on June 9, 2015;
+Added: Stock offering
+Added: In June 2015, the Company entered into a securities purchase agreement
+Added: with certain institutional investors for the sale of 297,197 ordinary shares in a registered direct offering (4,000 shares at an
+Added: average of $1.64 on June 9, 2015;
288,105 shares at an average of $2.12 on June 10, 2015;
−Removed: 5,092 shares at an average
−Removed: of $2.00 on June 11, 2015).
−Removed: The net cash proceeds received from the stock offering, after deducting ¥1,294,922 ($212,673)
−Removed: underwriter commission and other associated fees, were ¥2,392,027 (approximately $0.6 million).
+Added: 5,092 shares at an average of $2.00 on
+Added: June 11, 2015).
+Added: The net cash proceeds received from the stock offering, after deducting ¥1,294,922 ($212,673) underwriter commission
+Added: and other associated fees, were ¥2,392,027 (approximately $0.6 million).
+Added: During the year ended June 30, 2016, the Company
+Added: offered 15,874 ordinary shares under the same purchase agreement from June 2015.
+Added: The net cash proceeds received from the stock
+Added: offering were ¥158,268 ($23,820 ).
Appropriated Retained Earnings
1 unchanged sentence
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
+Added: In accordance with the PRC
+Added: Company Law, companies are required to transfer 10% of their profit after tax, as determined in accordance with PRC accounting
standards and regulations, to the statutory reserves until such reserves reach 50% of the registered capital or paid-in capital
2 unchanged sentences
respectively.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
STOCK-BASED COMPENSATION
Stock-Based Awards Plan
−Removed: 2009 Options Plan - The Company
−Removed: granted options to purchase 293,000 ordinary shares under the Stock Incentive 2009 Plan to its employees and non-employee directors
−Removed: on July 29, 2009.
−Removed: The options have an excise price of $6.00, equal to the IPO price of the Company’s ordinary shares, and
−Removed: will vest over a period of five years, with the first 20% vesting on July 29, 2010.
−Removed: The options expire ten years after the date
−Removed: of grant, on July 29, 2019.
−Removed: The fair value was estimated on July 29, 2009 using the Binomial Lattice valuation model, with the
−Removed: following weighted-average assumptions:
−Removed: Stock price at grant date
−Removed: Exercise price (per share)
−Removed: Risk free rate of interest***
−Removed: Dividend yield
−Removed: Life of option (years)**
−Removed: Forfeiture rate****
−Removed: * Volatility is projected using the performance
−Removed: 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.
−Removed: 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.
−Removed: Options Plan –
−Removed: The Company granted options to purchase 415,000 ordinary shares
−Removed: to its employees and non-employee director on March 26, 2012.
−Removed: The options have an excise price of $2.96, which was equal to the
−Removed: share price of the Company’s ordinary shares at March 26, 2012, and will vest over a period of five years, with the first
−Removed: 20% vesting on March 26, 2013.
−Removed: The options expire ten years after the date of grant, on March 26, 2022.
−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 ¥10.06 ($1.49) per share.
−Removed: 2015 Options Plan –
+Added: 2009 Incentive Plan –
+Added: The Company granted
+Added: options to purchase 415,000 ordinary shares to its employees and non-employee director on March 26, 2012.
+Added: The options have an excise
+Added: price of $2.96, which was equal to the share price of the Company’s ordinary shares at March 26, 2012, and will vest over
+Added: a period of five years, with the first 20% vesting on March 26, 2013.
+Added: The options expire ten years after the date of grant, on
+Added: March 26, 2022.
+Added: The Company recognizes compensation cost for awards with graded vesting on a straight-line basis over the requisite
+Added: service period for the entire award.
+Added: The grant date fair value of the options was ¥10.06 ($1.49) per share.
+Added: 2015 Incentive Plan –
The Company granted options
2 unchanged sentences
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
−Removed: over a period of three years, with the one third vesting on January 31, 2016.
+Added: over a period of three years, with one third vesting on January 31, 2016.
The options expire ten years after the date of grant,
on January 31, 2025.
−Removed: The Company recognizes compensation cost for awards with graded
−Removed: vesting on a straight-line basis over the requisite service period for the entire award.
−Removed: The grant date fair value of the options
−Removed: was ¥10.13 ($1.65) per share.
RECON TECHNOLOGY,
to the consolidated financial statements
−Removed: The following is a summary of the stock options activity:
+Added: Stock price at grant date
+Added: Exercise price (per share)
+Added: Risk free rate of interest***
+Added: Dividend yield
+Added: Life of option (years)**
+Added: * Volatility is projected using the performance
+Added: of the Company’s common share performances.
+Added: ** The life of options represents the average
+Added: period 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.
+Added: dollar, with a maturity that approximates the life of the option.
+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 ¥10.13 ($1.65) per share.
+Added: The following is a summary of the stock options
Stock Options
−Removed: Weighted Average Exercise Price Per
+Added: Weighted Average
+Added: Exercise Price Per
Outstanding as of June 30, 2014
Outstanding as of June 30, 2015
−Removed: following is a summary of the status of options outstanding and exercisable at June 30, 2015:
+Added: Outstanding as of June 30, 2016
+Added: The following
+Added: is a summary of the status of options outstanding and exercisable at June 30, 2016:
Outstanding Options
2 unchanged sentences
Average Exercise
−Removed: Restricted Shares
−Removed: For the year ended June 30, 2015, the Company has granted restricted
−Removed: shares of common stock to senior management and consultants as follows:
−Removed: On July 19, 2014, the Company granted 50,000 restricted
−Removed: shares to a non-affiliate as compensation for certain consulting service.
−Removed: The fair value of the restricted shares was
−Removed: $190,000 based on the closing stock price $3.8 at July 18, 2014.
−Removed: On January 29, 2015, 10,000 of those restricted shares were
−Removed: canceled based on the agreement with the consultant.
−Removed: On July 19, 2014, the Company decided to cancel 40,625 restricted
−Removed: shares, which was issued to Expert Asia Investment Ltd.
−Removed: on May 8, 2014, as the services were not provided pursuant to the agreement
−Removed: it had with the Company.
−Removed: On December 13, 2013, the Company granted 95,181 restricted
−Removed: shares to Mr.
+Added: The Share-based compensation expense recorded
+Added: for stock options granted were ¥1,294,629 and ¥2,096,162 ($315,481) for the years ended June 30, 2015 and 2016, respectively.
+Added: The total unrecognized share-based compensation expense for stock options as of June 30, 2016 was approximately ¥2.8 million
+Added: ($0.43 million), which is expected to be recognized over a weighted average period of approximately 1.43 years.
+Added: Restricted Shares to senior management
+Added: As of June 30, 2016, the Company has granted
+Added: restricted shares of common stock to senior management as follows:
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: On December 13, 2013, the Company granted 95,181 restricted shares
Yin Shenping and 135,181 restricted shares to Mr.
−Removed: Chen Guangqiang at an aggregate value of ¥4,207,496 ($688,782),
−Removed: based on the stock closing price of $2.99 at December 13, 2013.
−Removed: These restricted shares will vest over three years with one third
−Removed: of the shares vesting every year from the grant date.
−Removed: The first one third was vested on December 13, 2014 and are now non-restricted.
−Removed: On January 31, 2015, the Company granted 150,000 restricted
−Removed: shares to Mr.
+Added: Chen Guangqiang at an aggregate value of ¥4,207,496 ($688,782), based
+Added: on the stock closing price of $2.99 at December 13, 2013.
+Added: These restricted shares will vest over three years with one third of
+Added: the shares vesting every year from the grant date.
+Added: The two thirds were vested through June 30, 2016 and now non-restricted.
+Added: On January 31, 2015, the Company granted 150,000
+Added: restricted shares to Mr.
Yin Shenping and 150,000 restricted shares to Mr.
3 unchanged sentences
of the shares vesting every year from the grant date.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
−Removed: On February 2, 2015, the Company issued 24,000
−Removed: restricted shares to Maxim Group LLC (“Maxim”) for certain consulting service.
−Removed: The fair value of the restricted
−Removed: shares was $43,440 based on the closing stock price $1.81 at February 2, 2015.
−Removed: On April 8, 2015, the Company granted 40,000
−Removed: restricted shares to a non-affiliate as compensation for certain consulting service.
−Removed: The fair value of the restricted shares was
−Removed: $62,400 based on the closing stock price $1.56 at April 8, 2015.
−Removed: The Share-based compensation expense recorded
−Removed: for stock options granted were ¥1,657,479 and ¥1,294,629 ($211,204) for the years ended June 30, 2014 and 2015, respectively.
−Removed: The total unrecognized share-based compensation expense for stock options as of June 30, 2015 was approximately ¥5.0 million
−Removed: ($0.8 million), which is expected to be recognized over a weighted average period of approximately 2.33 years.
+Added: On October 18, 2015, the Company agreed to
+Added: issue a total of 800,000 restricted shares to its employees and non-employee director as compensation cost for awards.
+Added: value of the restricted shares was $704,000 based on the closing stock price $0.88 at October 18, 2015.
The Share-based compensation expense recorded
2 unchanged sentences
million ($0.90 million), which is expected to be recognized over a weighted average period of approximately 1.88 years.
−Removed: Following is a summary of the restricted
−Removed: stock grants:
+Added: Restricted Shares for service
+Added: For the year ended June 30, 2016, the Company has granted restricted
+Added: shares of common stock to consultants as follows:
+Added: On July 19, 2014, the Company granted 50,000 restricted shares to
+Added: a non-affiliate as compensation for certain consulting service.
+Added: The fair value of the restricted shares was $190,000 based on the
+Added: 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 agreement
+Added: with the consultant.
+Added: On July 19, 2014, the Company decided to cancel 40,625 restricted
+Added: shares, which was issued to Expert Asia Investment Ltd.
+Added: on May 8, 2014, as the services were not provided pursuant to the agreement
+Added: it had with the Company.
+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 based
+Added: on the closing stock price $1.81 at February 2, 2015.
+Added: On April 8, 2015, the Company granted 40,000 restricted shares to
+Added: a non-affiliate as compensation for certain consulting service.
+Added: The fair value of the restricted shares was $62,400 based on the
+Added: closing stock price $1.56 at April 8, 2015.
+Added: On November 16, 2015, the Company agreed to issue a total of 100,000
+Added: restricted shares to two investor relations firms in exchange for services.
+Added: The fair value of the restricted shares was $108,400
+Added: based on the closing stock price of $1.08 on November 16, 2015.
+Added: On November 19, 2015, the Company issued 260,185 restricted shares
+Added: to Bei Jing Tian Hong Tong Xin Technology Co.
+Added: (“BJTH”) for certain mold and software platform development services.
+Added: The fair value of the restricted shares was $247,176 based on the closing stock price of $0.95 on November 19, 2015.
+Added: Following is a summary of the restricted stock
Restricted stock grants
Non-vested as of June 30, 2014
−Removed: Non-vested adjustment
Non-vested as of June 30, 2015
−Removed: The Company is not subject to any income taxes in the United
−Removed: States or the Cayman Islands and had minimal operations in jurisdictions other than the PRC.
−Removed: BHD and Nanjing Recon are subject
−Removed: to PRC’s income taxes as PRC domestic companies.
−Removed: The Company follows Implementing Rules for the Enterprise Income Tax Law
−Removed: (“Implementing Rules”), which took effect on January 1, 2008 and unified the income tax rate for domestic-invested
−Removed: and foreign-invested enterprises at 25%.
−Removed: The Company reapplied for high-technology enterprise approval
−Removed: and has passed all relevant reviews.
−Removed: Thus, for the calendar years 2014 and 2015, Nanjing Recon is subject to an income tax rate
−Removed: As approved by the domestic tax authority in the PRC, BHD was
−Removed: recognized as a government-certified high technology company on November 25, 2009 and is subject to an income tax rate of 15%
−Removed: through November 2015.
+Added: Non-vested as of June 30, 2016
+Added: Among the vested shares for the year ended June 30, 2016, 176,787 shares were not issued until July 23, 2016.
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+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: Nanjing Recon was approved as a government-certified high –technology
+Added: company on December 11, 2013 and is subject to a reduced income tax rate of 15% through December 11, 2016.
+Added: Nanjing Recon reapplied
+Added: for high-technology enterprise approval and has passed all relevant reviews.
+Added: Thus, for the calendar years 2014 and 2015, Nanjing
+Added: Recon is subject to an income tax rate of 15%.
+Added: As approved by the domestic tax authority in the PRC, BHD was recognized
+Added: as a government-certified high technology company on November 25, 2009 and is subject to a reduced income tax rate of 15% through
+Added: November 2015.
+Added: BHD reapplied for high-technology enterprise approval and successfully got the approval on November 25, 2015.
+Added: the valid date of BHD’s high-technology enterprise certificate is extended to November 25, 2018.
+Added: Loss before provision for income taxes consisted of:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
+Added: Cayman Island and other areas
+Added: (14,257,066 )
+Added: $ (2,145,749 )
+Added: (25,135,874 )
+Added: (26,079,666 )
+Added: (34,008,463 )
+Added: (40,336,732 )
+Added: $ (6,070,850 )
Deferred tax asset is comprised of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Allowance for doubtful receivables
Net operating loss carry forward
+Added: Valuation allowance
Total deferred income tax assets
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
Deferred tax liability is comprised of the following:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Income tax cost due to unpayable accounts
Total deferred income tax liability
−Removed: Following is a reconciliation of income tax at the effective
−Removed: rate to income tax at the calculated statutory rates:
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
+Added: Following is a reconciliation of income tax at the effective rate
+Added: to income tax at the calculated statutory rates:
For the year ended
June 30, 2015
−Removed: For the year ended
+Added: the year ended
June 30, 2016
−Removed: For the year ended
+Added: the year ended
June 30, 2016
Income tax calculated at statutory rates
−Removed: $ (1,003,276 )
Nondeductible expenses (non-taxable income)
1 unchanged sentence
Benefit of revenue exempted from enterprise income tax
−Removed: Deferred income tax (benefit)
−Removed: Over-accrued tax of prior year
+Added: Deferred income tax
+Added: Over-accrued tax of prior year and others
Provision (benefit) for income tax
The Company’s tax provision is comprised of the following:
−Removed: the years ended June 30,
−Removed: Current income taxes
−Removed: Deferred income taxes provision
−Removed: Provision for income tax
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
+Added: For the years ended June 30,
+Added: Current income tax provision
+Added: Adjust over accrued tax of prior years
+Added: Deferred income taxes provision (benefit)
+Added: Provision (benefit) for income tax
NON-CONTROLLING INTEREST
1 unchanged sentence
interest consisted of the following:
−Removed: of June 30, 2014
+Added: As of June 30, 2015
Paid-in capital
2 unchanged sentences
Total non-controlling interest
−Removed: of June 30, 2015
+Added: As of June 30, 2016
Paid-in capital
2 unchanged sentences
Total non-controlling interest
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
CONCENTRATIONS
−Removed: For the years ended June 30, 2014 and 2015, the two largest
−Removed: customers, China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical Corporation Limited (“SINOPEC”),
+Added: For the years ended June 30, 2015 and 2016, the two largest customers,
+Added: China National Petroleum Corporation (“CNPC”) and China Petroleum & Chemical Corporation Limited (“SINOPEC”),
represented approximately 43.09%, 6.82% and 75.36%, 8.85% of the Company’s revenue, respectively.
−Removed: For the year ended June 30, 2014, two major suppliers accounted
−Removed: for 32.46% of the company’s total purchases.
−Removed: For the year ended June 30, 2015, one major supplier accounted for 18% of the
−Removed: company’s total purchases.
+Added: For the year ended June 30, 2015, one major supplier accounted for
+Added: 18% of the company’s total purchases.
+Added: For the year ended June 30, 2016, two major suppliers accounted for 49% of the company’s
+Added: total purchases.
COMMITMENTS AND CONTINGENCY
(a) Office Leases
−Removed: The Company leases three
−Removed: offices in Beijing (two for BHD;
+Added: The Company leases three offices
+Added: in Beijing (two for BHD;
one for Recon-JN) and one office in Nanjing for Nanjing Recon.
−Removed: Future payments under such leases
−Removed: are as follows as of June 30, 2015:
−Removed: months ending June 30,
+Added: Future payments under such leases are as
+Added: follows as of June 30, 2016:
+Added: Twelve months ending June 30,
lease payment
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
(b) Contingency
−Removed: The Labor Contract Law of the PRC requires employers to assure
−Removed: the liability of severance payments if employees are terminated and have been working for the employers for at least two years
−Removed: prior to January 1, 2008.
−Removed: The employers will be liable for one month of severance pay for each year of the service provided by
−Removed: the employees.
−Removed: As of June 30, 2015, the Company estimated its severance payments of approximately ¥1.5 million ($0.3 million)
−Removed: which has not been reflected in its consolidated financial statements, because management cannot predict what the actual payment,
−Removed: if any will be in the future.
−Removed: RELATED PARTY TRANSACTIONS
+Added: The Labor Contract Law of the PRC requires employers to assure the
+Added: liability of severance payments if employees are terminated and have been working for the employers for at least two years prior
+Added: to January 1, 2008.
+Added: The employers will be liable for one month of severance pay for each year of the service provided by the employees.
+Added: As of June 30, 2016, the Company estimated its severance payments of approximately ¥1.6 million ($0.24 million) which has not
+Added: been reflected in its consolidated financial statements, because management cannot predict what the actual payment, if any will
+Added: be in the future.
+Added: RELATED PARTY TRANSACTIONS AND
Sales to related parties –
−Removed: to related parties consisted of the following:
−Removed: the years ended June 30,
−Removed: Beijing Yabei Nuoda Science and Technology Co.
−Removed: Beijing Langchen Construction Company
−Removed: Xiamen Henda Haitian computer network Inc
+Added: sales to related
+Added: parties consisted of the following:
+Added: For the years ended June 30,
+Added: Xiamen Henda Hitek Computer Network Co.
Xiamen Huangsheng Hitek Computer Network Co.
Revenues from related parties
−Removed: * Not a related party after October 31, 2014, (See Note 3).
+Added: RECON TECHNOLOGY,
+Added: to the consolidated financial statements
Purchases from related parties –
from related parties consisted of the following:
−Removed: the years ended June 30,
+Added: For the years ended June 30,
Huanghua Heng Da Xiang Tong Manufacture Ltd
1 unchanged sentence
Purchase from related parties
+Added: Account payable due to related parties -
+Added: The Company purchased automation products and heating furnaces from Xiamen Huangsheng Hitek Computer Network Co.
+Added: (Huangsheng Hitek) and Huanghua Xiang Tong, the ending balance of accounts payable due to Huangsheng Hitek as of June 30,
+Added: 2015 and 2016 were both nil.
+Added: On March 18, 2016, the Company terminated its equity investment in Huanghua Xiang Tong and
+Added: therefore has no related-party relationship with this entity after March 18, 2016.
Leases from related parties - The Company has
various agreements for the lease of office space owned by the Founders and their family members.
−Removed: The terms of the agreement
−Removed: state that the Company will continue to lease the property at a monthly rent of ¥95,000 with annual rental expense at approximately
−Removed: ¥1.1 million ($0.2 million).
−Removed: The two-year lease agreements between Nanjing Recon and Mr.
−Removed: Yin and his family member started
−Removed: from July 10, 2014, the one-year lease agreements between BHD and Mr.
−Removed: Chen Guangqiang and his family member started from January
−Removed: 1, 2015 and the annual lease between the Company and Mr.
−Removed: Chen Guangqiang’s family member started from July 1, 2014.
−Removed: Short-term borrowings from related parties -
−Removed: The Company borrowed ¥5,207,728 and ¥16,916,905 ($2,778,364) from the Founders, their family members and senior officers
−Removed: as of June 30, 2014 and 2015, respectively.
+Added: The terms of the agreement state
+Added: that the Company will continue to lease the property at a monthly rent of ¥140 thousand with annual rental expense at ¥1.68
+Added: million ($0.25 million).
+Added: The one-year lease agreements between Nanjing Recon and Mr.
+Added: Yin and his family member started from April
+Added: The one-year lease agreements between BHD and Mr.
+Added: Chen Guangqiang and his family member started from January 1, 2016 and
+Added: the annual lease between Recon BJ and Mr.
+Added: Yin started from July 1, 2016.
+Added: Short-term borrowings from related parties - The Company
+Added: borrowed ¥16,916,905 and ¥12,941,848 ($1,947,803) from the Founders and their family members as of June 30, 2015 and 2016,
+Added: respectively.
For the specific terms and interest rates of the borrowings, see Note 13.
−Removed: RECON TECHNOLOGY,
−Removed: to the consolidated financial statements
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 expense for the Company.
−Removed: 30, 2014 and June 30, 2015, ¥284,370 and ¥1,558,738 ($256,001) was due to them, respectively.
+Added: Chen paid certain operating expenses for the Company.
+Added: 30, 2015 and 2016, ¥1,558,738 and ¥3,144,263 ($473,225) was due to them, respectively.
Variable Interest Entities
−Removed: The Company reports its VIEs’
−Removed: portion of consolidated
−Removed: net income and stockholders’
−Removed: equity as non-controlling interests in the consolidated financial statements.
+Added: reports its VIEs’
+Added: portion of consolidated net income and stockholders’
+Added: equity as non-controlling interests in the consolidated
+Added: financial statements.
Summary information regarding consolidated VIEs is as follows:
+Added: June 30, 2015
+Added: June 30, 2016
+Added: June 30, 2016
Current Assets
10 unchanged sentences
Total Liabilities
−Removed: The financial performance of VIEs reported in the consolidated
−Removed: statement of operations and comprehensive income for the year ended June 30, 2015 includes revenues of ¥51,512,900 ($8,460,271),
−Removed: operating expenses of ¥34,257,359 ($5,626,291), and net loss of ¥21,882,903 ($3,593,960).
RECON TECHNOLOGY,
to the consolidated financial statements
−Removed: EARNINGS PER SHARE
−Removed: The computation of basic and diluted
−Removed: earnings per common share is as follows:
−Removed: the years ended June 30,
−Removed: Weighted average number of common shares
−Removed: outstanding used in computing basic earnings (loss) per share
−Removed: Net income (loss) attributable to common stockholders
−Removed: (31,456,388 )
−Removed: $ (5,166,272 )
−Removed: Earnings (loss) per share attributable to common stockholders
−Removed: Weighted average number of common shares outstanding
−Removed: used in computing basic earnings (loss) per share
−Removed: Assumed exercise
−Removed: of stock options, stock awards and warrants
−Removed: Weighted average number of common shares outstanding
−Removed: Net income (loss) attributable to common stockholders
−Removed: (31,456,388 )
−Removed: $ (5,166,272 )
−Removed: Earnings (loss) per share attributable to common stockholders
+Added: The financial performance of VIEs reported in the consolidated statement
+Added: of operations and comprehensive income for the year ended June 30, 2016 includes revenues of ¥42,728,277 ($6,430,788), operating
+Added: expenses of ¥31,590,843 ($4,754,557), and net loss of ¥25,481,256 ($3,835,038).
SUBSEQUENT EVENTS
−Removed: On May 13, 2015, the Company entered into an Equity Distribution
−Removed: Agreement with Maxim Group LLC to create an at-the-market equity program (the “ATM Offering”) under which it may sell
−Removed: up to $10,000,000 worth of its ordinary shares (the “Shares”) from time to time through Maxim Group LLC, as sales
−Removed: Shares will be issued pursuant to a base prospectus dated August 6, 2013 included in a previously filed and effective Registration
−Removed: Statement on Form S-3.
−Removed: Through September 16, 2015, 313,071 shares are issued under this agreement, among which 15,874 shares were
−Removed: issued after June 30, 2015.
−Removed: On July 11, 2015, the Company’s board approved to reserve
−Removed: 800,000 shares under the 2015 incentive plan.
−Removed: As of September 25, 2015, no option is granted.
−Removed: On July 29, 2015, the Company entered into an acquisition memorandum
−Removed: of understanding with a Qinghai oilfield service company.
−Removed: Negotiations are still on going and no official document is signed as
−Removed: of the date of this report.
−Removed: August 19, 2015, the Company repaid ¥
−Removed: 1,800,000 ($295,625)
−Removed: of short-term borrowing with an interest of ¥37,200 ($6,110) .
−Removed: August 20, 2015, the Company repaid ¥
−Removed: 1,500,000 ($246,354)
−Removed: of short-term borrowing.
−Removed: On September 22, 2015, the Company entered into an
−Removed: amendment to the Letter Agreement (the “Agreement”) with Maxim dated January 28, 2015, extending the term of the
−Removed: Agreement for an additional six months, or until February 29, 2016.
+Added: On July 23, 2016, the Board of the Company approved the termination
+Added: of the acquisition of Qinghai Huayou Downhole Technology Co., Ltd.(“QHHY”), and, as a result, terminated the share
+Added: purchase agreement and related control agreements.
+Added: On July 27, 2016, the Board of the Company approved the grant
+Added: of 876,000 restricted shares valued at $963,600 to management with a vesting period of 3 years.
+Added: On July 27, 2016, the Company approved the hiring of an independent
+Added: company strategy consulting firm, by issuing 250,000 restricted shares as compensation with a value of $275,000.
+Added: On July 26, 2016, the Company borrowed ¥500,000 ($75,252) from
+Added: one of the shareholder’s family member bearing no interest, due by December 31, 2016 to supplement the Company’s working
+Added: On September 6, 2016, the Company borrowed ¥50,000 ($7,525)
+Added: from one of the shareholder’s family member bearing no interest, due by December 6, 2016 to supplement the Company’s
+Added: working capital.
+Added: On September 9, 2016, the Company borrowed ¥968,318 ($145,736) from one of the shareholder’s
+Added: family member bearing no interest, due by December 9, 2016 to supplement the Company’s working capital.
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.