UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 1, 2015
RECON TECHNOLOGY, LTD
(Exact name of registrant as specified
in charter)
| Cayman Islands |
001-34409 |
N/A |
|
(State or other jurisdiction of
incorporation) |
(Commission File No.) |
(IRS Employer Identification
No.) |
Room 1902, Building C, King Long International
Mansion
No. 9 Fulin Road
Beijing, 100107
People’s Republic of China
(Address of
Principal Executive Offices) (Zip code)
(86) 10-84945799
(Registrant’s
Telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2015, Recon Technology Ltd.
(the “Company”) entered into a share purchase agreement (the “SPA”) by and among Qinghai Hua You Downhole
Technology Co., Ltd., a P.R. China limited liability company (“QHHY”), the shareholders of QHHY, and Recon Hengda
Technology (Beijing) Co., Ltd., our wholly owned P.R. China subsidiary (“Recon BJ”), pursuant to which Recon BJ agreed
to acquire QHHY in exchange for $3.60 million worth of the Company’s ordinary shares (the “Shares”) and up to
$4.8 million in cash. Pursuant to the SPA, the Shares will be issued at 120% of the weighted average closing price of the Company’s
ordinary shares and will be subject to a 12-month lock-up period. The Company’s payment of the cash consideration in the
transaction is subject to QHHY achieving certain net revenue targets for fiscal year 2016 and 2017, as described in more detail
in the SPA. QHHY was partially owned by one of the Company’s directors, Chen Guangqiang. Mr. Chen sold his ownership interest
in QHHY on January 17, 2015 but remains a management level employee of QHHY. The current shareholders of QHHY are not affiliated
with the Company.
QHHY has agreed, among other covenants,
to cause its business to operate in its ordinary course, consistent with past practice, during the period between execution of
the SPA and the closing of the transaction and to not engage in specified types of actions during this period. The Company may
terminate the SPA if, among other things, the Company’s due diligence of QHHY has not been completed to its satisfaction
and if shareholder approval of the transaction is not obtained. The Company expects to hold a shareholders’ meeting sometime
in February 2016 following the Company’s receipt of QHHY’s audited financial statements.
In conjunction with the SPA, Recon BJ entered
into a series of control agreements (the “Control Agreements”) with QHHY and its shareholders related to the transfer
of ownership in QHHY to Recon BJ. The Control Agreements consist of an exclusive equity interest purchase agreement (the “Equity
Interest Purchase Agreement”), the equity interest pledge agreement (the “Equity Pledge Agreement”), powers of
attorney for each of the three shareholders of QHHY (the “Powers of Attorney”) granting Recon BJ exclusive authority
to perform the duties and obtain the rights of the shareholders of QHHY, and an exclusive technical consulting and service agreement
(“Exclusive Technical Consulting and Service Agreement”) granting Recon BJ the right to provide exclusive technical
consulting services to QHHY in exchange for 100% of QHHY’s quarterly profit, among other things. The Control Agreements will
not become effective until after the Company obtains shareholder approval of the transaction.
The SPA is filed as Exhibit 10.1
to this Report. The Equity Interest Purchase Agreement is filed as Exhibit 10.2 to this Report. The Equity Pledge Agreement
is filed as Exhibit 10.3 to this Report. The Powers of Attorney of QHHY’s three shareholders are attached as
Exhibits 10.4, 10.5 and 10.6 to this Report and the Exclusive Technical Consulting and Service Agreement is attached as
Exhibit 10.7 to this Report. The above description of the SPA and Control Agreements does not purport to be complete and is
qualified in its entirety by reference to the SPA and Control Agreements filed herewith as exhibits to this Report.
Item 8.01 Other Events.
On December 7, 2015, the Company issued
a press release announcing an agreement for the Company to purchase Qinghai Hua You Downhole Technology Co., Ltd. A copy of the
press release is filed as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No. Description
| 10.1 | Share Purchase Agreement, dated as of December 1, 2015, by and between Recon Technology Ltd., Recon Hengda Technology (Beijing)
Co., Ltd., Qinghai Hua You Downhole Technology Co., Ltd. and its shareholders. |
| 10.2 | Exclusive Equity Interest Purchase Agreement, dated as of December 1, 2015, by and between Recon Hengda Technology (Beijing)
Co., Ltd., Haung Baokun, Shi Jing and Li Suzhen. |
| 10.3 | Equity Pledge Agreement, dated as of December 1, 2015, by and between Recon Hengda Technology (Beijing) Co., Ltd., Huang Boakun,
Shi Jing and Li Suzhen. |
| 10.4 | Power of Attorney of Huang Baokun. |
| 10.5 | Power of Attorney of Shi Jing. |
| 10.6 | Power of Attorney of Li Suzhen. |
| 10.7 | Exclusive Technical Consulting and Service Agreement, dated as of December 1, 2015, between Recon Hengda Technology (Beijing)
Co., Ltd. and Qinghai Hua You Downhole Technology Co., Ltd. |
| 99.1 | Press Release dated December 7, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
RECON TECHNOLOGY, LTD. |
| |
|
|
| Date: December 7, 2015 |
By: |
/s/ Liu Jia |
| |
Name: Liu Jia |
| |
Title: Chief Financial Officer |
Exhibit 10.1
股份购买协议
Share Purchase Agreement
本协议由以下各方于2015年12月
1 日在北京市签订：
This Agreement is executed in Beijing,
China on this day of December 1, 2015 by and among:
甲方
Party A：Recon Technology Ltd.（研控科技有限公司）
授权代表
Authorized representative：银燊平
Shenping Yin
乙方Party
B：
乙方一：李素珍
Suzhen Li
乙方二：黄宝坤
Baokun Huang
乙方三：石
婧 Jing Shi
丙方
Party C：青海华油井下石油技术有限公司
Qinghai Hua You Downhole Technology
Co., Ltd
授权代表
Authorized representative：黄宝坤
Baokun Huang
丁方Party
D：研控恒达科技（北京）有限公司
Recon Hengda Technology (Beijing)
Co., Ltd.
授权代表Authorized
representative：陈广强
Guangqiang Chen
鉴于：
In view of:
| 1. | 丙方是一家依照中华人民共和国法律法规于2011年9月8日成立并合法存续的有限责任公司，注册地在中华人民共和国青海省海西蒙古族藏族自治州，现登记注册资本为人民币1000万元； |
Party C is a limited liability
company incorporated and currently in good standing under the laws
and regulations of the People’s
Republic of China (PRC) with the registered address in Haixi Mongol and Tibetan Autonomous Prefecture of Qinghai province and a
current registered capital of RMB 10 million yuan;
| 2. | 乙方为丙方的现有登记股东，合计持有丙方100%的股权； |
Party B represents the currently
registered shareholders of Party C, holding collectively 100% of Party C’s outstanding capital stock;
Party A intends to issue shares
to Party B;
Party D is a subsidiary
of Party A in the PRC.
上述合同各方根据中华人民共和国有关法律法规的规定，本着平等自愿的原则，经过友好协商，达成一致，特订立如下合同条款，供各方共同遵守。
According to the laws
and regulations of the PRC and based on the principals of equality and voluntariness, after friendly negotiation, all Parties agree
to the terms set forth below.
Article 1 Definitions
| 1.1 | 除非本协议文意另有所指，下列词语具有以下含义： |
Unless otherwise indicated in
this agreement, the terms below have the definitions as follows:
|
过渡期
Transition Period |
指
|
本协议签署之日至就本协议项下第一期股份发行完成的时间段。
The period between the execution date of
this agreement and the completion of shares issuance in the first phase. |
|
送达
Delivery |
指 |
本协议任一方按照本协议约定的任一种送达方式将书面文件发出的行为。
Delivery of documents by any Party pursuant
to the delivery method set forth in this agreement. |
|
本协议
This Agreement |
指 |
本《股份购买协议》及附件。
The Share Purchase Agreement and Attachments.
|
|
工作日
Working Days |
指 |
中华人民共和国国务院规定的法定节假日以外的工作时间。
Days other than legal holidays set forth
in the regulations promulgated by the PRC State Council |
|
“/”
“/” |
指 |
“和/或”
And/or |
|
“超过”或“小于”
“more” or “less” |
指 |
均不含本数
Does not include
the number itself |
| 1.2 | 本协议的条款标题仅为了方便阅读，不应影响对本协议条款的理解。 |
The title of the provisions of
this agreement are for reference only and shall not affect the meaning of the provisions herein.
Article 2 Prerequisites
of Stock Issuance
| 2.1 | 各方确认，甲方在本协议项下的发行股份的义务以下列条件为前提，乙方及丙方有义务提供相关证据证明下列条件以得到全部满足： |
All Parties shall confirm that
the obligations of Party A to issue shares under this Agreement shall be under the following conditions, and Party B and Party
C have the obligation to provide related evidence that all of the following conditions have been met:
| 2.1.1 | 乙方及丙方已经以书面形式向甲方充分、完整披露了丙方的资产、负债、权益、对外担保以及与本协议有关的信息等；乙方及丙方承诺向甲方提供的丙方财务会计报表真实地完整地反映了丙方在该期间的资产、负债和盈利状况，不存在任何虚假。
Party B and Party C have made to Party A a full and complete disclosure of Party C’s assets,
liabilities, equities, guarantees to other parties and information related to this Agreement;
Party B and Party C, jointly and severally, shall provide Party A with Party C’s financial and accounting statements that
accurately and completely reflect the Party C’s assets, liabilities and profitability and/or losses without any false statement.
|
| 2.1.2 | 过渡期内，丙方的经营或财务状况没有发生重大的不利变化；未经甲方同意，丙方不得进行现金及资产的处置以及利润分配。
During the Transition Period, there is no material adverse change to the business or financial condition of Party C; Party C shall
not distribute any assets, cash or profits without the permission of Party A.
|
| 2.1.3 | 过渡期内，未经甲方同意，乙方不得向丙方乙方以外的第三方转让其所持有的部分或全部丙方股权。
During the Transition Period, without Party A’s consent, Party B shall not transfer all or any of Party C’s shares
held by Party B to any third party.
|
| 2.1.4 | 过渡期内，乙方及丙方应在所有重大方面，保持丙方的组织架构完好，丙方管理层、、员工及顾问持续提供服务，维持好与主要客户的业务关系，并维持、控制和保全丙方的资产与过去经营状况一致。
During the Transition Period, Party B and Party C shall preserve intact, in all material respects, Party C’s business organizations,
to keep available the services of Party C’s managers, directors, officers, employees and consultants, to maintain, in all
material respects, their existing relationships with all customers with whom Party C does significant business, and preserve the
possession, control and condition of Party C’s assets, all as consistent with past practice.
|
| 2.1.5 | 过渡期内，丙方作为连续经营的实体，不存在亦不得有任何违法、违规的行为，丙方不得处置其主要资产或在其上设置担保，也不得发生或承担任何重大债务，通常业务经营中的处置或负债除外，且单独或累计金额不得超过五万美元。
During the Transition Period, as a continuous operating entity, Party C shall maintain its existence in good standing and it shall
not conduct its business nor act in a manner that would be in violation of law, Party C shall not dispose of its main assets nor
place any guarantees on them. Party C shall not take on any major debt, except where such debt or liability is in the regular course
of Party C’s business operations and does not exceed $50,000 either individually or in the aggregate.
|
| 2.1.6 | 过渡期内，无甲方书面同意（此类书面文件不得无故被扣压、设限或拖延），乙方和丙方不得：
Without limiting the generality of the foregoing sections, and except as contemplated by the terms of this Agreement, during the
Transition Period, without the prior written consent of Party A (such consent not to be unreasonably withheld, conditioned or delayed),
Party B and Party C shall not:
|
| 2.1.6.1 | 修改、取消或变更公司注册文件、章程以及其他类似文件。
Amend, waive or otherwise change, in any respect, its certificate of incorporation, bylaws or other similar organizational documents;
|
| 2.1.6.2 | 授权发行、发售、授予、出售、担保，处置或提议发行、发售、担保或处置任何公司权益类证券或期权、承诺、认购或任何类型的购买或出售其权益类证券的权利，或其他证券权益，包括证券转换或交换为任何登记的股份或任何其他基于证券的承诺，或与第三方就该类证券或证券权利进行任何对冲交易。
authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its
equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity
securities, or other securities interests, including any securities convertible into or exchangeable for any of its equity securities
or securities interests of any class and any other equity-based awards, or engage in any hedging transaction with a third party
with respect to such equity securities or other securities interests;
|
| 2.1.6.3 | 拆分，合并，重新资本化或重分类任何其权益类证券或发行其他类型证券，或就相关证券作出任何支付留置或发放股份股利，或直接或间接赎回或购买或承诺购买任何证券或证券权利。
split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay
or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of
its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities
or securities interests;
|
| 2.1.6.4 | 引致，创造，承担，支付或其他任何可以导致公司承担超过5万美元（单独或累计）负债的行为，对第三方贷款、预支或投资，或担保或为任何第三方背书，承担债务或承诺。
incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of
$50,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse
any indebtedness, liability or obligation of any third party;
|
| 2.1.6.5 | 在法律要求范围或现有任何已建立的福利支出计划或依据过去行为可知的任何正常商业行动范围以外的增加薪酬，工资或任何员工的补偿超过现金额的5%，或增加上述人员的奖金超过现金额的5%，或就2016财年和2017财年的奖金作出承诺，或者显著增加上述人员的福利待遇，与丙方任何现有顾问、管理层、董事或员工签订、建立或显著更改现有福利计划。
increase the wages, salaries or compensation of any of its employees by more than five percent (5%), or increase bonuses for the
foregoing individuals in excess of five percent (5%), or make commitments to advance with respect to bonuses for fiscal year 2016
or 2017, or materially increase other benefits of any of the foregoing individuals, or enter into, establish, materially amend
or terminate any benefit plan with, for or in respect of any current consultant, officer, manager director or employee of Party
C, in each case other than as required by applicable law, pursuant to the terms of any already established benefit plan or in the
ordinary course of business consistent with past practice;
|
| 2.1.6.6 | 作出或撤销任何关于税务的重要选择，就税务问题作出的任何和解、起诉、诉讼、处置、仲裁、调查审计或争议，修正纳税申报表、退税申请，或就任何税务政策或程序进行重大变更。
make or rescind any material election relating to taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable law;
|
| 2.1.6.7 | 转移或授予任何第三方，或扩展，作出重大修订，允许失效或无法保留丙方目前已注册的无形资产，知识产权，已注册知识产权或其他丙方持有的无形资产，或乙方授权丙方使用的无形资产，或向任何未签订保密协议的第三方公布任何甲方、丙方和丁方的商业秘密。
transfer or license to any third party or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any
of Party C’s registered intellectual property, licensed intellectual property
or other intellectual property held by Party C or by Party B for the benefit of Party C, or disclose any of Party A, C or D’s
trade secrets to any third party who has not entered into a confidentiality agreement; |
| 2.1.6.8 | 取消或放弃或转让任何丙方合同中的重大权利，或出租或签订任何（A）每年支出可能会超过5万美元的合同；或（B）签订超过一年的不支付重大罚款无法取消的或需多至提前60天通知方可取消的合同。
terminate or waive or assign any material right under any of Party C’s material contracts or any lease or enter into any
contract (A) involving amounts potentially exceeding $50,000 per year or (B) with a term longer than one year that cannot be terminated
without payment of a material penalty and upon notice of sixty (60) days or less;
|
| 2.1.6.9 | 未合理维护与过去交易相关的重要会计账簿，会计记录以及会计凭证。
fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past
practice;
|
| 2.1.6.10 | 设立任何子公司或者设置新的业务线；
establish any Subsidiary or enter into any new line of business;
|
| 2.1.6.11 | 未能通过商业上合理的努力以保证保险条款的有效或取代或修订与资产、运营和公司活动相关的现行有效的保险政策或文件。
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in an amount and scope of coverage as are currently in effect;
|
| 2.1.6.12 | 对现有重大资产进行重新估值或对会计政策，准则或实践作出重大变更，美国通用会计准则和公司审计允许的部分除外。
revalue any of its material assets or make any change in accounting methods, principles or practices, except in compliance with
GAAP and approved by the Company’s outside auditors; |
| 2.1.6.13 | 除只作出金钱赔偿外的，金额不超过5万美元的，或公司财务记录中已存在的就任何索赔、诉讼或纠纷的放弃，取消，分配，解决或和解。
waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or
investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements
or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission
of wrongdoing by, the Company or its Affiliates) not in excess of $50,000 (individually or in the aggregate), or otherwise pay,
discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;
|
| 2.1.6.14 | 结束或显著减少公司行为或努力，或解雇和减少公司员工。
close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;
|
| 2.1.6.15 | 并购，包括任何兼并，吸收合并或购买任何股权或资产，或其他形式的业务整合，公司合并，设立合伙，有限公司或其他形式的业务组织或分布，或购买其他任何重大金额的正常业务需求以外的资产。
acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation,
partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside
the ordinary course of business;
|
| 2.1.6.16 | 作出超过5万美元的资本化支出。
make capital expenditures in excess of $50,000 (individually or in the aggregate);
|
| 2.1.6.17 | 采取全面或部分清算、解散、兼并、吸收合并、重组、重新资本化或其他重组行为的计划。
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization;
|
| 2.1.6.18 | 自愿承担重大合同中条款所涉及的或员工福利计划以外的任何金额超过5万美元的负债或义务。
voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $50,000 (individually
or in the aggregate) other than pursuant to the terms of a material contract or employee benefit plan;
|
| 2.1.6.19 | 出售，出租，许可，交货或掉期，抵押或担保或承担债务（包括证券化），或其他任何处置重大比例的不动产，固定资产或权利的行为。
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;
|
| 2.1.6.20 | 就丙方的投票权作出任何协议，理解或安排。
enter into any agreement, understanding or arrangement with respect to the voting of Party C’s securities;
|
| 2.1.6.21 | 从事任何可能被合理认为将导致延迟或损害丙方取得任何与本协议相关的政府部门同意或批准的行为。
take any action that would reasonably be expected to delay or impair the obtaining of any consents or approvals of any governmental
authority to be obtained in connection with this agreement;
|
| 2.1.6.22 | 达成，修改，放弃或取消（根据条款需要取消的事项除外）与任何关联方的任何交易。
enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related
parties; or
|
| 2.1.6.23 | 授权或同意从事任何上述相关事项。
authorize or agree to do any of the foregoing actions. |
| 2.2 | 若乙方或丙方存在任何违反本协议第2.1条约定的情况，则甲方有权单方解除本协议，并要求乙方承担相应赔偿责任。
If Party B or Party C conducts any violation of the agreed conditions under Section
2.1, Party A shall have the right to unilaterally terminate this agreement, and require Party B to assume the corresponding liability. |
Article 3 Share
Issuance Plan
| 3.1 | 各方同意，甲方拟向乙方支付共计600万美元的股份和现金，乙方一、乙方二及乙方三分别获发的股份数量/现金金额按照其各自在丙方的持股比例计算，前述股份发行/现金支付应分两期进行，其中： |
All Parties agree that Party
A intends to pay a total of US$6 million in a combination of shares and cash as consideration to Party B, Party B1, Party B2 and
Party B3, which will be distributed in accordance with each party’s respective percentage of ownership interest in Party
C. The above share issuance/cash payments will be completed in two phases, including:
| （1） | 第一期拟向乙方发行360万美元的股份，每一股股份的金额为本协议签署日前二十个交易日甲方股份的加权平均股价的120%；
In the first phase (“Phase One”), Party A shall issue shares with an aggregate value of US$3,600,000 to Party B, the
value of each share should be 120% of the weighted average price of the shares over the preceding 20 days before the agreement’s
execution; |
| （2） | 第二期拟向乙方支付240万美元的现金，但甲方有权依据本协议第3.3条关于业绩承诺的规定对实际支付的金额作出调整,
且该金额的支付需要满足第3.3条约定的其他条件。
|
, 且该金额的支付需要满足第3.3条约定的其他条件。
In the second phase (“Phase Two”), Party A intends to pay US$2.4 million to Party B in cash; However, Party A has the
right to adjust the amount to be paid pursuant to the provisions of Section 3.3 of this agreement and such cash payment shall not
be due and owing until the conditions set forth in Section 3.3 have been met.
| 3.2 | 各方同意，在本协议生效且满足以下约定的条件后甲方应向乙方按照本协议3.1条的规定发行第一期股份：
All Parties agree that Party A shall issue the shares described in Section 3.1 above in accordance with the provisions of this
agreement after execution of this Agreement and after the following conditions have been met:
|
| （1） | 甲方已经对丙方完成了相关尽职调查，并对其调查结果满意；
Party A has completed due diligence on Party C, and Party A is satisfied with the results of such due diligence.
|
| （2） | 本次股份发行已经取得所有相关的同意和批准，包括甲方股东大会的批准、丙方内部和其他第三方的批准，以及相关政府部门、证券交易所（Nasdaq）的批准（如有）；
All relevant consents and approvals have been obtained in connection with the share issuance, including approval by Party A’s
shareholders, Party C and any required third party, related government departments, and the NASDAQ stock exchange, as required.
|
| （3） | 各方已经签署在内容和形式上均令甲方接受的如附件一的控制协议；
All Parities have signed the control agreements as set forth in the Attachment A.
|
| （4） | 丙方无重大不利变化。
Party C has no material adverse change. |
| （5） | 所有根据本协议发行的股份均为限制性普通股，并设有12个月的锁定期期限即（“锁定期”），该期间内乙方将不得转让、担保或处置该部分股份。此外，锁定期内，乙方将授权甲方通知股份登记机构限制该部分股份的转让并设置相应标注。
All Shares issued pursuant to this Agreement shall be restricted ordinary shares and such shares shall be subject to a twelve (12)
month lock-up period (the “Lock-Up Period”) during which Party B may not offer, sell pledge or otherwise dispose of
the shares. Furthermore, during the Lock-Up Period, Party B authorizes the Party A to cause the transfer agent for the shares to
decline to transfer and to note stop transfer restrictions on its stock register.
|
| 3.3 | 各方同意，在满足以下约定的条件后甲方应向乙方支付第二期对价：
All Parties agree to proceed with the Phase Two payment, as described in Section 3.1 above, so long as the following conditions
have been met:
|
| （1） | 丙方无重大不利变化；
Party C has no material adverse change;
|
| （2） | 丙方达成以下业绩承诺：
Party C shall have reached the following performance goals:
|
| (a) | 如果丙方2016财年可以实现净利润增长15%，则甲方将向乙方支付140万美元现金；如果丙方2017财年可以继续实现15%的净利润增长，则甲方将向乙方支付余下100万美元现金对价。
If Party C’s net profit for fiscal year 2016 shall increase by 15%, as compared with fiscal year 2015’s financial statements,
Party A shall pay Party B $1.4 million in cash; If Party C’s net profit for fiscal year 2017 increases by an additional 15%,
as compared with fiscal year 2016’s audited financial statements, Party A shall pay Party B the remaining $1.0 million in
cash.
|
| (b) | 如果丙方2016财年或2017财年的实际净利润增长率(N%)超过或者少于15%， |
则2016财年或2017财年甲方将向乙方支付的现金金额=140万美元或者100万美元*(
N%/15%)。
If Party C’s audited FY2016 and FY2017’s net profit growth rate exceed’s 15% (N%), Party A shall pay Party B
an earn-out part by using the formula of $1.4 million or $1.0 million *(N%/15%).
| (c) | 甲方依据上述3.3条(2)(b)
款实际向乙方支付的金额不得超过140万美元或100万美元的200%，亦不得少于140万美元或100万美元的50%，但本协议第3.4条另有规定的除外。
Party A shall, based on the above Section 3.3(2)(b), pay an amount to Party B not exceeding 200% of $1.4 million or $1.0 million,
nor below 50% of $1.4 million or $1.0 million, except as otherwise provided in the item 3.4 in this Agreement.
|
| (d) | 甲方依据上述3.3条（2）款应向乙方支付的义务将仅在甲方收到并分析确认丙方各对应财务年度经审计的财务结果后产生。鉴于此，公司依据这两次支付义务发生的时点将分别开始于2016年9月30日以及2017年9月30日。
The above amounts due under this section 3.3(2) shall not be due and owing until after Party A has received and analyzed, to its
satisfaction, Party C’s audited financial statements for each respective fiscal year. As such, it is estimated that the payments,
if any, shall be due and owing on or about September 30, 2016 and September 30, 2017. |
| 3.4 | 各方同意，如本协议第3.3条约定的业绩承诺期内丙方2016财年或2017年实际利润增长率为负，则甲方不再负有继续向乙方发行第二期股份或支付任何现金的义务。
All parties agree that, according to the performance commitments set forth in section 3.3, if Party C has a decrease in its actual
net profit growth rate in FY2016, Party A shall not have any obligation to pay the Phase Two consideration to Party B. |
Article 4 Related
Procedures
| 4.1 | 各方同意，本协议附件一控制协议项下的股权质押登记手续由丙方负责办理。 |
All Parties agree that Party C
will be responsible for the share pledge registration in accordance with the terms of the Control Agreement set forth in Attachment
A.
Party C shall bear all expenses
in connection with share pledge registration.
Article 5 Corporate
Governance of Party C
| 5.1 | 乙方同意并保证，附件一的控制协议签署后，乙方在丙方的股东权利应当由丁方行使。 |
Party B agrees and guarantees
that, after signing the control agreement in attachment A, all rights of Party B as shareholders of Party C shall be exercised
by Party D.
| 5.2 | 丁方权利。丁方享有作为股东所享有的如下权利（1）参加丙方的股东会，并签署有关股东会决议；（2）行使按照法律和丙方的章程规定乙方所享有的全部股东权利，包括但不限于股东表决权、出售或转让或质押或处置丙方股权的全部或任何一部分的权利；以及（3）作为乙方的授权代表指定和任命丙方的法定代表人、董事长、董事、监事、总经理以及其他高级管理人员等。 |
Rights of Party D. As a shareholder,
Party D shall have the following rights: (1) to attend shareholder meetings of Party C and sign shareholder resolutions, (2) to
exercise shareholder rights under laws and bylaws of Party C, including but not limited to shareholder voting rights, right to
sell, transfer, pledge or dispose of all or part of its shares; and (3) to act as Party B’s authorized representative and
appoint the legal representative, chairman of board of directors, director, supervisor, general manager and other members of senior
management of Party C.
Article 6 Non-Competition
| 6.1 | 乙方承诺丙方是乙方经营相关业务的唯一实体，即乙方不得另设或参股与丙方主营业务相同的公司。 |
Party B represents and warrants that
Party C is the only operating entity it has established in this line of of business and that Party B will not in any way compete
with Party C’s business, whether that be by establishing or investing in any entity with the same primary business as Party
C.
| 6.2 | 乙方/丙方同意采取有效措施确保丙方的高级管理人员不得设立或以任何形式（包括但不限于以股东、合伙人、董事、监事、经理、职员、代理人、顾问等等身份）参与与丙方业务相竞争/相关联的其他经营实体。 |
Party B and Party C agree to take
effective measures to ensure that senior executives of Party C do not set up or participate in any other operating entities or
affiliated entities with operations that compete with Party C.
| 6.3 | 乙方同意，乙方/丙方违反本协议第6.1条、第6.2条的承诺，致使甲方或丁方的利益受到任何损害的，应就甲方或丁方遭受的直接或间接损失承担赔偿责任。 |
Party B agree that, if Party B or
Party C breaches Sections 6.1 and 6.2 of this Agreement and causes any damage to Party A’s or Party D’s interests in
any way, Party B will be liable for all direct and indirect damages of Party A and Party D.
Article 7 Possession
and use of intellectual property
| 7.1 | 乙方/丙方单独并共同声明、承诺并保证，本协议签订之时及本协议签订之后，丙方是丙方企业名称、商标和专利、商品名称及品牌、网站名称、域名、专有技术、各种经营许可证等相关知识产权、许可权的唯一的、合法的所有权人；上述知识产权均经过必要的相关政府部门批准或备案，且所有为保护该等知识产权而采取的合法措施均经过政府部门批准或备案，并保证按时缴纳相关费用，保证其权利的持续有效性。Party
B and Party C, individually and jointly and severally, represent, warrant and guarantee that, at and after the execution of this
Agreement, Party C is the sole legal owner of its intellectual property rights and permits, including the
business name, trademarks, patents, product names and brands, web names, domain names, proprietary technologies and various licenses
and permits. Party B and Party C, individually and jointly and severally, represent, warrant and guarantee that all legal measures
taken to protect the foregoing intellectual property have been approved by or recorded with related government agencies, all related
expenses will be paid on time, and the foregoing rights will be continuously valid. |
| 7.2 | 若与丙方生产经营相关的知识产权未在丙方名下，乙方/丙方应确保相关权利人按照合理的方式在本协议签署后将相关知识产权无偿或以法律法规允许的最低价格转移至丙方名下。If
intellectual property rights related to Party C’s products and operations are not under its name, Party B and Party C shall
ensure that, in a reasonable manner and in accordance with relevant intellectual property rights laws and regulations, all related
rights and ownership interests in the intellectual property will be transferred to Party C free or at the lowest price permitted
by law after the execution of this Agreement. |
Article
8 Debts and Liabilities
| 8.1 | 乙方/丙方，分别和共同确认并承诺，在签订本协议之前不存在任何未披露的已发生或潜在的债务和责任（包括但不限于合同债务、侵权之债以及相关部门给予的各种行政罚款），且在过渡期内没有甲方和丁方同意，将不会产生相关负债或责任。 |
Party B and Party C, individually
and jointly and severally, represent and warrant that there are no undisclosed existing or potential debts and liabilities prior
to the execution of this Agreement (including but not limited to contractual liability, tort liability, and fines by various government
agencies) and there will be no debts or liabilities will be entered into during the transition period without the consent of Party
A and Party D (such consent not be unreasonably withheld).
| 8.2 | 乙方同意，对未以书面形式向甲方披露的丙方的债务和责任，由乙方承担。，乙方应当在实际发生赔付后5个工作日内全额向丙方进行补偿。 |
Party B agrees to be liable
for any debts and liabilities that have not been disclosed to Party A in writing. If Party C incurs any debts and liabilities,
Party B shall compensate Party C in the full amount within five working days after the payment has been made by Party C.
Article 9 Representations
and Warranties
| 9.1 | 甲方及丁方，分别和共同向乙方和丙方保证和承诺如下：
Party A and Party D, individually and jointly and severally, make the
following representations and warranties to Party B and Party C:
|
| （1） | 甲方及丁方是依法注册成立并且合法存续的企业法人，具有签署本协议的权利能力和行为能力，并有足够的能力全面履行本协议规定的义务。Party
A and Party D are enterprises legally registered and currently in good standing with the ability to sign this agreement and fully
perform obligations under this Agreement. |
| 9.2 | 乙方及丙方，分别和共同向甲方和丁方保证和承诺如下： |
Party
B and Party C, individually and jointly and severally, represent and warrant to Party A and Party D as follows:
| (1) | 丙方是一家依照中华人民共和国法律法规于成立并合法存续的有限责任公司。 |
Party C is a limited liability
company duly formed, validly existing and in good standing under the laws of the PRC.
| (2) | 拥有签订并履行本协议义务的全部权利与授权，并依据中国法律具有签订本协议所有的资格条件和/或行为能力。本协议的签署和履行不会与丙方公司章程或有关法律、法规、条例等有约束力的规范性文件或丙方签订的协议等所承担的义务相冲突。 |
Party B and Party C each have
the right and authority to sign this agreement, and to exercise rights and perform obligations hereunder. They have the qualifications
and ability required to
sign this agreement under PRC
laws. The execution and performance of this agreement will not conflict with Party C’s bylaws, binding documents, including
any governing laws, regulations and rules, or any agreement signed by Party C.
| (3) | 本协议的签订或履行不违反以其为一方的任何重大合同或协议。 |
The execution or performance
of this agreement will not violate any material agreement signed by any Party.
| (4) | 已就与本次交易有关的所有信息和资料，向甲方进行且将在过渡期内仍将进行充分、详尽、及时的披露，没有重大遗漏、误导和虚构。保证自本协议签订至整个过渡期内其向甲方提供的一切文件资料均是真实、有效完整的。 |
Party B and Party C have made
a full, detailed, complete and timely disclosure of all information and materials related to this transaction, and will continue
to do so through the Transition Period, without any material omission, misleading or false information. Party B and Party C also
represent and warrant that all documents provided to Party A are true, valid and complete as of the date of this Agreement and
will remain so through the Transition Period.
| (5) | 保证丙方全面履行本协议约定的义务，乙方的保证方式为连带责任保证。 |
Party B and Party C will fully
perform their obligations under this agreement and Party B bears joint and several liabilities for Party C’s actions.
| (6) | 已向且在过渡期内持续向甲方披露所涉及或可能涉及的仲裁、诉讼、司法执行等法律纠纷或行政处罚、政府调查等事项，并就此等事项可能给丙方或本协议的履行造成的影响已向甲方作了充分的陈述和说明。 |
Party B and Party C have already
disclosed to Party A, and will continue to disclose through the Transition Period, all legal enforcement and government investigation
related matters such as arbitration, litigation, and judicial enforcement and have made, and will continue to make, full disclosure
with regard to the potential impact of such matters on Party C or its performance of this agreement.
| (7) | 丙方目前及未来的财务会计报表公正真实地反映了丙方的经营业绩及资产负债状况，不包含任何虚假成分，没有为误导甲方而故意省略部分关键事实。 |
The financial statements of
Party C, now and in the future, fairly and accurately reflect the operating results, assets and liabilities of Party C without
any false element or intentional and partial omission of key facts to mislead Party A.
| (8) | 保证丙方的关键管理人员和技术骨干在本协议签署后与丙方签订不低于五年的劳动合同及相关保密、不竞争协议（如甲方要求）。该类协议正本或副本将被提供给甲方和丁方。 |
Key personnel and technical
staff of Party C have signed employment agreements and related non-disclosure and non-compete agreements (per Party A’s request)
for a period of not less than five years from the execution of this agreement. Originals or copies of all such confidentiality
agreements have been, or will be during the Transition Period, delivered to Party A and Party D.
| (9) | 保证本协议签署后30日内办理完成附件一控制协议项下的股权质押登记。
Party B and C will cooperate in completing the share pledge registration according to the control agreements attached hereto as
Attachment A within 30 days from signing this agreement.
|
| (10) | 在中国法律法规允许的情况下，乙方应尽快完成或者全力配合甲方/丁方完成相应的外汇登记。
If permitted by PRC laws and regulations, Party B shall complete, or cooperate with Party A and Party D to complete, foreign currency
registration as soon as possible. |
Article 10 Notices
and Deliveries
| 10.1 | 在本协议有效期内，因法律、法规、政策的变化，或任一方丧失履行本协议的资格和/或能力，导致影响本协议的履行，该方应承担相应的在合理时间内通知的义务。 |
Within the term of this agreement,
if any changes in laws, regulations, and policies cause any loss of the ability or qualification of any Party to perform its obligations
under this agreement which affects the performance of this agreement, such Party shall have the obligation to notify the other
Parties within a reasonable time period.
| 10.2 | 各方同意，与本协议有关的任何通知，以书面送达方式方为有效。 |
All Parties agree that any
notice related to this agreement shall be given in writing.
| 10.3 | 通知送达下列地点或各方的实际经营地或住所地：
Notice should be delivered to the following locations or the actual business location or domicile of all Parties: |
甲
方地址： 北京市朝阳区拂林路9号景龙国际大厦C座1902
Address of Party A: Room 1902,
Jing long Guo ji,No. 9 Fulin Road, Chaoyang District,Beijing, P.R.China
乙方一地址：青海省茫崖花土沟环城路0467号华油井下公司
Address of Party B1: No. 0467,
Huang Chen Road, Hua Tu Gou, Mang Ya city, Qinghai Province;
乙方二地址：青海省茫崖花土沟环城路0467号华油井下公司
Address of Part B2: No. 0467,
Huang Chen Road, Hua Tu Gou, Mang Ya city, Qinghai Province, P.R. China;
乙方三地址：青海省茫崖花土沟环城路0467号华油井下公司
Address of Party B3: No. 0467,
Huang Chen Road, Hua Tu Gou, Mang Ya city, Qinghai Province, P.R. China;
丙
方地址： 青海省茫崖花土沟环城路0467号华油井下公司
Address of Party C: Address
of Part B1: No. 0467, Huang Chen Road, Hua Tu Gou, Mang Ya
city, Qinghai Province, P.R.
China;
丁
方地址：北京市海淀区知春路51号慎昌大厦五层5771室
Address of Party D: Room
5771, 5th Floor, Shen Chang Building, Zhi Chun Road, Haidian District, Beijing, P.R. China.
Article 11 Breach
of Contract
| 11.1 | 本协议生效后，各方应按照本协议的规定全面、适当、及时地履行其义务、承诺及其他相关约定，除不可抗力因素外若本协议的任何一方违反本协议的义务、承诺及其他相关约定，则构成违约。 |
After this agreement becomes
effective, any breach of any obligations, warranties or any other provisions under this agreement by any party due to reasons other
than force majeure constitute a breach.
| 11.2 | 一旦发生违约行为（包括违反保证和承诺），违约方应当向守约方支付违约金，并赔偿因其违约而给守约方造成的损失。支付违约金并不影响守约方要求违约方继续履行合同。 |
Once a breach occurs (including
a breach of representations and warranties), the breaching Party shall pay damages to the other non-breaching Parties. Paying damages
shall not affect the non-breaching Parties’ request that the breaching Party to continue to perform under this agreement.
Article 12 Amendment
and Termination
| 12.1 | 本协议的任何修改、变更应经合同各方另行协商，并就修改、变更事项签署书面合同后方可生效。 |
Any amendment and change to
this agreement shall be based on negations of all Parties and shall become effective only after all Parties have signed the agreements
on such amendment or
change.
| 12.2 | 本协议在下列情况下解除：经协议各方当事人协商一致解除；或者，任一方发生违约行为并在30天内不予更正的，或发生累计两次或以上违约行为，守约方有权单方解除；或者，本协议因不可抗力，造成本协议无法履行。 |
This agreement can be terminated
under the following conditions: (1) all Parties consent to the termination of this agreement after negotiation; (2) if any Party
fails to cure its breach within 30 days or if any Party has breached the agreement two or more times, regardless of whether or
not it has cured such breach, then the non-breaching Parties can unilaterally terminate the agreement; or (3) this agreement cannot
be performed due to force majeure.
| 12.3 | 有权提出解除合同的一方应当以书面形式通知，通知在到达其他各方时生效。 |
The Party with the right to
terminate shall notify the other Parties in writing and such notice shall become effective when it is delivered to other Parties.
| 12.4 | 本协议被解除后，不影响一方当事人要求支付违约金和赔偿损失的权利。 |
After this Agreement is terminated,
the rights of any Parties to obtain liquidated damages and compensation for loss of rights under this agreement shall not be affected.
Article 13 Settlement
of Disputes
| 13.1 | 本协议的效力、解释及履行均适用中华人民共和国法律。 |
The validity, interpretation,
and performance of this agreement shall be governed by and construed in accordance with the laws of the PRC.
| 13.2 | 合同各方当事人因本协议发生的任何争议，均应首先通过友好协商解决，协商不成，各方均有权选择向位于北京的中国国际经济贸易仲裁委员会提起仲裁，依据该会届时有效的仲裁规则进行仲裁，仲裁裁决是终局的，对各方均具有法律执行力。 |
All Parties of this Agreement
shall resolve any dispute arising from this agreement through
friendly negotiation. If negotiation
fails, all Parties have the right to choose arbitration before the China International Economic and Trade Arbitration Commission
in Beijing. Final arbitration awards according to arbitration rules of such commission shall be binding on all Parties.
Article 14 Miscellaneous
This
agreement shall become effective after all Parties sign or place their stamps on the agreement.
| 14.2 | 本协议未尽事宜，各方可另行签署补充协议，该补充协议与本协议是一个不可分割的整体，并与本协议具有同等法律效力。本协议附件是本协议的组成部分，与本协议具有同等的法律效力。 |
All Parties can sign supplemental
agreements with regard to any matters unaddressed in this agreement. Such supplemental agreements will be considered part of this
agreement and have the same validity as this agreement.
| 14.3 | 本协议用中文书写，一式6份，各方各持一份，具有同等法律效力。 |
This agreement is in Chinese
with six originals, one for each Party and with the same validity.
（以下无正文，为本协议签署页）
(Intentionally Left Blank and Signature
Page follows)
本页为《股份购买协议》签字页
This page is the signature page of the
Share Purchase Agreement
甲方
Party A：Recon Technology Ltd.（研控科技有限公司）
__/s/ Shenping Yin______________
姓名/Name：银燊平Shenping
Yin
职务/Title
：CEO
乙方一：李素珍
Party
B1: Suzhen Li
_/s/ Suzhen Li _______________
乙方二：石
婧
Party
B2: Jing Shi
__/s/ Jing Shi___________________
乙方三：黄宝坤
Party
B3: Baokun Huang
_/s/ Baokun Huang_______________
丙方/Party
C：
青海华油井下石油技术有限公司
Qinghai Hua You Downhole Technology
Co., Ltd
__/s/ Baokun Huang________________________
姓名/Name：黄宝坤Baokun
Huang
职务/Title：法人代表/授权签字人Legal/
Authorized Representative
丁方/Party
D：
研控恒达科技（北京）有限公司
Recon Hengda Technology (Beijing) Co.,
Ltd .
__/s/ Chen Guangqiang________________________
姓名/Name：陈广强Guangqiang
Chen
职务/Title：法人代表/授权签字人Legal/Authorized
representative
附件一：控制协议
Attachment A: Control Agreement
Exhibit 10.2
EXCLUSIVE EQUITY INTEREST PURCHASE
AGREEMENT
THIS
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT（the “Agreement”） is entered into by and between
the following parties on December 1, 2015.
Party
A: Recon HengdaTechnology (Beijing) Co.,Ltd., a limited liability company (wholly invested by Taiwan, Hong Kong or Macau investors)
duly established and valid existing under the PRC laws. Registered Address: Room
5771, Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.
Party B: HUANG Baokun, SHI Jing, LI
Suzhen.
HUANG Baokun ID Num.:
SHI
Jing ID Num.:
LI
Suzhen ID Num.:
Party C: Qinghai Hua You Downhole Technology
Co., Ltd., a limited liability company duly established and valid existing under the PRC laws.
Registered Address: Courtyard 0467, Huancheng
Road, Huatugou town, Mangya District, Qinghai, China.
WHEREAS,
| 1. | Party B collectively holds 100% equity interest in Party
C; |
| 2. | Party A and Party C have entered into a series of Agreements
including the Exclusive Consulting and Service Agreement. |
NOW THEREFORE, through mutual negotiations,
the Parties hereto agree as follows:
| 1. | Transfer of Equity Interest |
Under PRC law, Party B hereby
irrevocably grants Party A the exclusive right to purchase, or designate one or more persons (the “Specified Person”)
to purchase, a portion or whole of the Equity Interest of Party C held by Party B at the price set forth in Article 1.3 hereof
in accordance with the procedure promulgated by Party A at any time in Party A’s discretion.(the “Purchase Right”).
Except for Party A and the Specified Person, Party C shall not sell the Equity Interest to any third party. Party C hereby agrees
that Party B may grant the Purchase Right to Party A. For the purpose of this Agreement, the “person” stipulated herein
refers to individual, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.
The exercise of the Purchase
Right by Party A shall be subject to the laws and regulations of the PRC. When Party A intends to exercise the Purchase Right,
it shall issue a written notice (the “Purchase Notice”) to Party B which shall contain the following items:
(a) Party A intends to exercise the Purchase Right; (b) the percentage of the Equity Interest to be purchased therewith (the “Purchased
Equity Interest”); and (c) the effective date or transfer date.
The Transfer Fee (“Transfer
Fee”) shall be confirmed by and between Party A and Party B through negotiation according to the appraisal of the Equity
Interest approved by the competent authority, and it shall be the lowest price allowable by the PRC laws and regulations. Party
B hereby unconditionally and irrevocably agrees that, in the event that Party A exercises its Purchase Right, Party B shall unconditionally
refund to Party A the Transfer Fee in full.
| 1.4 | Transfer of the Equity Interest |
Each time when Party A exercises
the Purchase Right:
| 1.4.1 | Party B shall procure that Party C timely convene a shareholders’ meeting and shall pass
the shareholders’ resolutions that Party B could transfer to Party A or the Specified Person the Equity Interest. |
| 1.4.2 | Party B shall enter into Equity Transfer Agreement with Party A (or the Specified Person, if applicable)
in accordance with this Agreement and Purchase Notice. |
| 1.4.3 | Related parties shall execute all other
necessary agreements or documents, and obtain all necessary government approvals and consents, and take all necessary actions to
lawfully transfer the title to the Equity Interests to Party A or the Specified Person and procure Party A or the Specified Person
to be registered as the holder of the Equity Interest. The Equity Interest should be free from any Security Interest. For the purpose
of this Agreement, Security Interest shall include guarantee, mortgage, any third party’s right or interest, any purchase
right, pre-emption right, offset right and any other security arrangements. Notwithstanding the foregoing, the Security Interest
shall not include any security interest accrued in accordance with this Agreement and the Equity Interest Pledge Agreement which
is entered into by and between Party B and Party A on December 1, 2015
(“Equity Interest Pledge Agreement”). According to the Equity Interest Pledge Agreement, Party B shall pledge
all the equity possessed by Party B in Party C to Party A as a guarantee to the performance of the Exclusive Technical Consulting
and Service Agreement which is entered into by and between Party C and Party A on December 1, 2015 (“Exclusive Technical
Consulting and Service Agreement”). |
| 1.5 | Payments for the Equity Interest |
1.5.1
Party A shall pay the Transfer Fee to Party B in accordance with Article 1.3 hereof.
| 2. | Warranties Relating to the Equity Interest |
| 2.1 | Party C hereby guarantees that: |
| 2.1.1 | Absent prior written consent of Party A or the Specified Person, Party C will not supplement, amend,
or modify any provision of the Articles of Association of the company, and shall not increase or decrease its registered capital,
or alter the equity structure in other methods. |
| 2.1.2 | Party C shall be legally existing, and prudently and efficiently operates its business and deals
with corporate affairs in accordance with commercial standards and practice. |
| 2.1.3 | Absent prior written consent of Party A or the specific person, Party C shall not sell, transfer,
mortgage or dispose of any asset, business or beneficial right of Party C, or allow creation of any other Security Interest. |
| 2.1.4 | Absent prior written consent of Party A or the specific person, Party C shall not incur, inherit,
guarantee or bear any debt except for (i) the debt is incurred during the routine business instead of loan; and (ii) the debt has
been disclosed to Party A and has obtained Party A’s written consent. |
| 2.1.5 | Party C shall operate its routine business to keep the value of its assets, and shall not result
in any material influence on its business operation and the value of its asset by acts or omissions. |
| 2.1.6 | Absent prior written consent of Party A or the specific person, Party C shall not enter into any
material agreement except for the purpose of routine business operation. (For the purpose of this provision, an agreement covering
an amount in excess of RMB100,000 shall be deemed as a material agreement). |
| 2.1.7 | Absent prior written consent of Party A or the specific person, Party C shall not provide any loan
or credit to any third party. |
| 2.1.8 | Party C shall provide all materials relating to its operation and financial status to Party A upon
Party A’s request. |
| 2.1.9 | Party C shall effect and maintain insurance from the insurance company acceptable to Party A. The
amount and types of such insurance shall be the same with the alike companies which operate the similar business and possess the
similar assets with Party C in the same distraction. |
| 2.1.10 | Absent prior written consent of Party A or the specific person, Party C shall not merge with, combine
with or purchase any entity or make investments to any entity. |
| 2.1.11 | Party C shall promptly inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to Party C’s assets, business and revenue. |
| 2.1.12 | Party C shall make all necessary efforts to maintain the title to its assets, including but not
limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper
defences to all claims. |
| 2.1.13 | Absent prior written consent of Party A, Party C shall not distribute any dividend to any shareholder.
Nevertheless, Party C shall immediately distribute all payable dividends to the shareholders upon request of Party A or the specified
person. |
| 2.2 | Party B hereby guarantees that: |
| 2.2.1 | Absent prior written consent of Party A or the specific person, Party B shall not sell, transfer,
mortgage or dispose of any right or interest relating to the Equity Interest, or allow any creation of other Security Interest
on the Equity Interest. However the Security Interest accrued from this Agreement and the Equity Interest Pledge Agreement shall
be excluded. |
| 2.2.2 | Party B shall promptly inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to the Equity Interest. |
| 2.2.3 | Party B shall make all necessary efforts to maintain its title to the equity of Party C, including
but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or
proper defences to all claims. |
| 2.2.4 | Upon the request of Party A, Party B shall immediately transfer its Equity Interest to Party A
or the Specified Person unconditionally at any time. |
| 2.2.5 | Party B shall strictly comply with and duly perform this Agreement and any other agreements entered
into by and between Party B, Party C, and Party A collectively or respectively and shall not affect the validity and enforceability
of such agreements by acts or omissions. |
| 3. | Representations and Warranties |
| 3.1 | Party B and Party C hereby collectively and respectively represent
and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter: |
| 3.1.1 | It has the authority and ability to enter into and duly perform
this Agreement and each and every Equity Transfer Agreement executed thereafter by Party B or Party C collectively or respectively.
Such Agreements shall be legally and effectively binding on the parties thereof and shall be enforceable in accordance with the
provisions thereof. |
| 3.1.2 | The execution, delivery and performance of this Agreement or
any Equity Transfer Agreement thereafter shall not: (i) violate any PRC laws; (ii) conflict with its Articles of Association or
other organizational documents; (iii) breach any contract or document of which Party B and/or Party C is a party or which binds
Party B and/or Party C; (iv) violate any acquired permit, approval or any valid qualification thereof; or (v) result in the ceasing
or revocation or additional conditions to the acquired permit or approval. |
| 3.1.3 | Party B retains full and transferable title to its assets and
facilities and absent any security interest other than the security interest accrued in this Agreement and the pledge set by the
Equity Interests Pledge Agreement. |
| 3.1.4 | Party B or any person designated by Party B shall unconditionally
transfer any funds obtained from Party C in full to Party A (including but not limited to dividends, bonus, other rights, earnings
and so forth distributed by Party C.) |
| 3.1.5 | Prior to Party A’s lawful exercise of Purchase Right,
Party B shall not request Party C to distribute any dividend, bonus and other right and earning and so forth absent Party A’s
permit. |
| 3.1.6 | Party C has no outstanding debt except for (i) the legal debt,
which is incurred during its routine business operation instead of loan; (ii) the debt has been disclosed to Party A and has obtained
Party A’s written permit. |
| 3.1.7 | Party C shall comply with all applicable laws and regulations
relating to equity transfer. |
| 3.1.8 | There is no existing, pending or potential litigation, arbitration,
or administrative procedure in relation to the Equity Interest, assets of Party C and other matters of Party C. |
| 3.2 | Party A hereby represents and warrants to Party B and Party
C on the execution date of this Agreement and each transfer day thereafter: |
| (i) | Party A shall be obligated to provide continual financial support
to Party C in the event that Party C requires to obtain funds support for business operation; |
| (ii) | In the event that Party C fails to repay the funds provided
by Party A due to Party C’s operation losses, Party A hereby agrees to forego the right to seek repayment. |
This Agreement shall take effect
upon execution by the Parties (“Effective Date”), the term shall be ten (10) years, and it may be extended by another
ten (10) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
This Agreement shall be governed
by and construed in accordance with PRC laws.
With regards to any dispute
in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute.
If it can not be settled within thirty (30) days from the date any party issuing written notice requesting settlement of dispute
through negotiation, each party has the right to submit it to China International Economic and Trade Arbitration Committee for
arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award shall be
final and binding on each party.
Each party shall bear its own
tax, costs and expenditures relating to preparing for and executing this Agreement and Equity Transfer Contract and relating to
completing the contemplated deal.
Any notice or other communication
under this Agreement shall be in Chinese and be sent to the address listed below or other address as may be designated from time
to time by personal delivery or mail or facsimile. Any notice required or given hereunder shall be deemed to have been served:
(a) the same date if sent by personal delivery; (b) the tenth date from delivery (subject to the stamp) of a prepaid air-mail,
or the fourth date from delivering to a professional delivery company acknowledged worldwide if sent by mail; and (c) the receipt
date recorded on the transmission confirmation notice if sent by facsimile.
Party A: Recon Hengda Technology
(Beijing) Co., Ltd.
Address: Room5771, Floor 5,
Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.
Party B: HUANG Baokun, SHI
Jing, LI Suzhen.
Address: Courtyard 0467, Huancheng
Road, Huatugou Town, Mangya District, Qinghai, China.
Party C: Qinghai Huayou
Underground Petroleum Technology Co., Ltd.
Address: Courtyard 0467, Huancheng
Road, Huatugou Town, Mangya District, Qinghai, China.
| 8.1 | The Parties acknowledge and confirm that any oral or written information
relating to this Agreement communicated among the Parties shall be deemed as confidential information (“Confidential Information”).
The Parties shall keep confidential of such Confidential Information and shall not disclose to any third party unless having obtained
prior written consent from the other parties. Nevertheless, Confidential Information shall not include information which (a) was
at the date hereof or subsequently becomes public information (otherwise than disclosed by any party received such Confidential
Information); (b) is disclosed in accordance with applicable laws or regulations; or (c) the party who discloses any Confidential
Information to its attorneys or financial advisors who need to access such information shall ensure that such attorneys or financial
advisors comply with this provision and keep confidential such information. The disclosure by the employee or agent of Each Party
shall be deemed as disclosed by the party itself, and the party shall be liable of the breach. The Parties agree that the provisions
of this Article shall survive notwithstanding the termination of this Agreement. |
| 9.1 | The Parties agree that they will, without any hesitation, execute any necessary documents for the
performance of this Agreement or any documents which are benefit for the purpose of this Agreement, and will take all necessary
actions for the purpose of this Agreement or take actions which are benefit for the purpose of this Agreement. |
| 10.1 | Amendment and supplementation |
Any
revision, amendment and supplementation of this Agreement shall be in writing and be executed by Each Party.
| 10.2 | Compliance with laws and regulations |
The
Parties shall comply with all applicable PRC laws and regulations which have been formally issued and may be publicly acquired.
Unless
it is otherwise revised, amended or supplemented after execution of this Agreement, this Agreement constitutes the entire agreement
among the parties as to the subject matter, and supersedes any prior oral or written negotiations, statements or agreement among
the parties relating thereto.
Headings
in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence
the meaning of the provisions of this Agreement.
This
Agreement is made in Chinese and English in three originals. The Chinese version will prevail in the event of any inconsistency
between the English and any Chinese translations thereof.
If
any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations,
the validity and enforceability of the other terms hereof shall nevertheless remain unaffected, and the Parties hereto agree to,
through friendly negotiation, make valid terms to such invalid, illegal or unenforceable terms, and the economic results from such
valid terms shall be close to, as much as may be possible, the superseded invalid, illegal or enforceable terms.
This
Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for
its benefit.
| 10.8 | Continue to be effective |
| 10.8.1 | Any duties occurred in relation to the Agreement before expiration
or early termination of the Agreement shall continue to be effective after expiration or early termination of the Agreement. |
| 10.8.2 | Articles 5, 7, 8 and 10.8 hereof shall survive notwithstanding
the termination of this Agreement. |
Each
party may waive the terms and conditions under this Agreement in writing. Such waiver should be duly signed by the other parties.
Any waive relating to the breach of the other party in certain circumstance shall not be deemed as that the waiver party has made
waiver to the other party for the same breach in other circumstances.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
This page is the signing page of this Exclusive
Equity Interest Purchase Agreement. IN WITNESS WHEREOF, the Parties have its authorized representative executed this Agreement
on the date first above written.
Party A: Recon Hengda Technology (Beijing)
Co., Ltd.
Legal Representative: /s/
Chen Guangqiang
Party B:
HUANG Baokun
Signature: /s/ Huang Baokun
SHI Jing
Signature: /s/ Shi Jing
LI Suzhen
Signature: /s/ Li Suzhen
Party C: Qinghai Hua You Downhole Technology
Co., Ltd.
Legal Representative: /s/
Haung Baokun
Exhibit 10.3
EQUITY INTEREST
PLEDGE AGREEMENT
THIS
EQUITY INTEREST PLEDGE AGREEMENT （“Agreement”）
is entered into by and between the following parties on December 1, 2015.
Pledgee: Recon Hengda Technology (Beijing)
Co., Ltd. (“Party A”)
Registered Address: Room5771,
Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.
Pledgor: HUANG Baokun, SHI Jing, LI
Suzhen.
HUANG Baokun ID Num.:
SHI Jing ID Num.:
LI Suzhen ID Num.:
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly established and
valid existing under the PRC laws. Party A is permitted by the competent authority to conduct business in the following categories:
research and development of computer software and network communication software, technology
transfer, technical consulting, technology services, and computer training. Party A and Qinghai Hua You Downhole Technology
Co., Ltd. (“QINGHAI HUAYOU”), owned by the Pledgor, have entered into an Exclusive Technical Consulting and
Service Agreement on December 1, 2015, (the “Service Agreement”). |
| 2. | The Pledgor holds 100% equity interest of QINGHAI HUAYOU, which is a limited liability company
duly established and validly existing in Qinghai under the laws of the PRC. |
| 3. | In order to ensure the technical consulting and service fee that Party A could collect from QINGHAI
HUAYOU, pursuant to the Service Agreement, the Pledgor is willing to pledge all of its equity interest in QINGHAI HUAYOU to the
Pledgee as a security for such technical consulting and service fees. |
NOW, THEREFORE, through mutual negotiations,
the Parties hereto agree as follows:
Unless otherwise stipulated hereof, for
the purpose of this Agreement, the following terms shall have the following meanings:
| 1.1 | Pledge refers to the full meaning assigned to that term in Article 2 of this Agreement. |
| 1.2 | Equity Interest refers to the 100% equity interest (the “Equity Interest”) in
QINGHAI HUAYOU, lawfully held by the Pledgor. |
| 1.3 | Rate of Pledge refers to the ratio between the value of the pledge under this Agreement and the
technical consulting fees under the Service Agreement. |
| 1.4 | Term of Pledge refers to the period provided for under Article 3.2 hereunder. |
| 1.5 | Service Agreement refers to the Exclusive Technical Consulting and Service Agreement entered into
by and between QINGHAI HUAYOU and Party A on December 1, 2015. |
| 1.6 | Default refers to any event enumerated in Article 7 hereto. |
| 1.7 | Notice of Default refers to the notice of default issued by the Pledgee in accordance with this
Agreement. |
| 2.1 | Party B agrees to pledge all of its Equity Interest in QINGHAI HUAYOU to the Pledgee as a guarantee
for the technical consulting service fee payable to the Pledgee under the Service Agreement. |
| 2.2 | Pledge right under this Agreement refers to the right owned by the Pledgee who shall be entitled
to have priority in receiving payment or proceeds from the auction or sale of the equity interest pledged by the Pledgor to the
Pledgee. |
| Article | 3 Rate
of Pledge and Term of Pledge |
The Rate of Pledge
shall be 100% under this Agreement.
3.2.1 The
Pledge of the Equity Interest under this Agreement shall take effect as of the date that the Pledge of the Equity Interest is recorded
in the register of shareholders of QINGHAI HUAYOU.
3.2.2 During
the Term of Pledge, the Pledgee shall be entitled to foreclose the Pledge in accordance with this Agreement in the event that QINGHAI
HUAYOU fails to pay exclusive technical consulting and service fees in accordance with the Service Agreement.
| Article | 4 Possession
of Pledge Documents |
| 4.1 | During the Term of Pledge, the Pledgee shall be entitled to possess the contribution certificate
of the Equity Interest (the “Contribution Certificate”) and the register of shareholders of QINGHAI HUAYOU.
The Pledgor shall deliver the Contribution Certificate and the register of shareholders hereunder to the Pledgee within one week
of the execution of this Agreement. |
| 4.2 | The Pledgee shall be entitled to collect dividends of the Equity Interest. |
| Article | 5 Representations
and Warranties of Party B |
| 5.1 | Party B is the lawful holder of the Equity Interest. |
| 5.2 | The Pledgee shall not be interfered with by any third party at any time when the Pledgee exercising
its rights in accordance with this Agreement. |
| 5.3 | The Pledgee shall be entitled to exercise or assign the Pledge in accordance with this Agreement. |
| 5.4 | The Pledgor shall not pledge or encumber the Equity Interest to any third party except for the
Pledgee. |
| Article | 6 Covenants
of the Pledgor |
| 6.1 | During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor shall: |
| 6.1.1 | Except for the transfer of the Equity Interest to the Pledgee or the specified person designated
by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into
by and among the Party A, Party B and QINGHAI HUAYOU on December 1, 2015, not transfer or assign the Equity Interest, create or
permit to be created any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written
consent from the Pledgee. |
| 6.1.2 | Comply with and implement laws and regulations with respect to the pledge of equity interest, Comply
with the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority after receiving the
same, or raise objection to such notices, orders or suggestions at the reasonable request or with the consent of the Pledgee. |
| 6.1.3 | Timely notify the Pledgee of any event or any notice which may affect the Pledgor’s Equity
Interest or any part of its right, and any event or notice which may alter or affect any of the Pledgor’s covenants and obligations
hereunder. |
| 6.2 | The Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained from this Agreement
shall not be suspended or hampered through legal procedure by the Pledgor, any successors of the Pledgor, any person authorized
by the Pledgor or any other third party. |
| 6.3 | The Pledgor warrants to the Pledgee that in order to protect or perfect the security on the payments
of the technical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and procure other
parties who have interests in the Pledge to execute all title certificates, contracts upon the request of the pledgee, and/or perform
and procure other parties who have interests to take action as required by the Pledgee and provide access to exercise the rights
and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the alternations of
certificate of the Equity Interest with the Pledgee or the person (individual or legal entity) designated by the Pledgee, and provide
all notices, orders and decisions deemed necessary by the Pledgee to the Pledgee within a reasonable time. |
| 6.4 | The Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all the guarantees,
covenants, agreements, representations and conditions for the benefits of the Pledgee, fail so performing, the Pledgor shall compensate
all the losses therefore suffered by the Pledgee. |
| 7.1 | The events enumerated below shall be deemed as default: |
| 7.1.1 | QINGHAI HUAYOU fails to make full payments of the exclusive technical consulting and service fees
as scheduled under the Service Agreement. |
| 7.1.2 | The Pledgor makes any material misleading or fraudulent representations or warranties under Article
5 herein, and/or the Pledgor is in violation of any warranties under Article 5 herein. |
| 7.1.3 | The Pledgor violates any covenant under Article 6 herein. |
| 7.1.4 | The Pledgor violates any term or condition herein. |
| 7.1.5 | The Pledgor waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest
without prior written consent of the Pledgee, except as provided in Article 6.1.1 in this Agreement. |
| 7.1.6 | Any external loan, security, compensation, covenant or other compensation liabilities of the Pledgor’s
(1) is required to be repaid or performed prior to the due date due to default; or (2) is due but cannot be repaid or performed
as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected. |
| 7.1.7 | The Pledgor is incapable of repaying its general debt or other debt. |
| 7.1.8 | This Agreement becomes illegal or the Pledgor is incapable to continue to perform obligations herein
for the reason of the promulgation of the related laws. |
| 7.1.9 | Any approval, permit or authorization of the competent authority in associated with the enforcement
and validity of this Agreement is withdrawn, suspended, invalidated or materially revised. |
| 7.1.10 | The property of the Pledgor adversely changes and causes the Pledgee to deem that the capability
of the Pledgor to perform the obligations herein is affected. |
| 7.1.11 | The successors or assignees of QINGHAI HUAYOU are only entitled to perform a portion of or refuse
to perform the liability to pay under the Service Agreement. |
| 7.1.12 | Other circumstances whereby the Pledgee is incapable of exercising the right to foreclose on the
Pledge in accordance with the related laws. |
| 7.2 | Party B should immediately notify Party A in writing of the occurrence of any event under Article
7.1 herein or any events that may result in the foregoing events upon his knowledge. |
| 7.3 | Unless the Default under Article 7.1 herein has been remedied to the Pledgee’s satisfaction,
the Pledgee, at any time when the Event of Default occurs or thereafter, may issue a written notice of default to the Pledgor and
require the Pledgor immediately make full payments of the outstanding service fees under the Service Agreement and other payables
or foreclose on the Pledge in accordance with Article 8 herein. |
| Article | 8 Rights
of the Pledgee |
| 8.1 | The Pledgor shall not transfer or assign the Equity Interest without prior written approval from
the Pledgee prior to the full repayment of the consulting and service fees under the Service Agreement. |
| 8.2 | The Pledgee shall serve the Notice of Default on the Pledgor when it exercises the right of pledge. |
| 8.3 | The Pledgee may exercise the right to foreclose on the Pledge at any time when the Pledgee serves
the Notice of Default pursuant to Article 7.3 |
| 8.4 | The Pledgee is entitled to have priority in receiving payments or proceeds from the auction or
sale of whole or part of the Equity Interest pledged herein in accordance with applicable law until the outstanding technical consulting
and service fees and all other payables under the Service Agreement are repaid. |
| 8.5 | The Pledgor shall not hinder the Pledgee from foreclosing on the Pledge in accordance with this
Agreement and shall provide necessary assistance for the foreclosure of Pledge. |
| Article | 9 Transfer
or Assignment |
| 9.1 | The Pledgor shall not confer or transfer any right or obligation herein to any third party without
the prior written consent of the Pledgee. |
| 9.2 | This Agreement shall be binding and enforceable on Pledgee and each of his successors and assignees. |
| 9.3 | The Pledgee may transfer or assign all or any of his rights and obligations under the Service Agreement
to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake
all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the
rights and obligations under the Service Agreement, the Pledgor shall execute the relevant agreements and/or documents with respect
to such transfer or assignment at the request of the Pledgee. |
| 9.4 | Where the Pledgee transfers or assigns the pledge to a third party, the new parties to the pledge
shall re-execute a pledge contract. |
| 10.1 | This Agreement shall not be terminated until the consulting and service fees under the Service
Agreement are paid in full and QINGHAI HUAYOU no longer undertakes any obligation under the Service Agreement. |
| Article | 11 Formalities Fees and Other
Expenses |
| 11.1 | The Pledgor shall be responsible for all the fees and actual expenditures in relation to this Agreement,
including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the
relevant taxes and fees in accordance with laws, the Pledgor shall fully indemnity such taxes and fees paid by the Pledgee. |
| 11.2 | The Pledgor shall be responsible for all the fees (including but not limited to any taxes, formalities
fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of
the Pledge) incurred by the Pledgor for the reason that the Pledgor fails to pay any payable taxes, fees or charges in accordance
with this Agreement, or the Pledgee has recourse to any forgoing taxes, charges or fees by any means for other reasons. |
| 12.1 | If the fulfilment of this Agreement is delayed or prevented due to the Force Majeure Events, the
party affected by such a Force Majeure Event shall free from any obligation to the extent of delay or holdback. Force Majeure refers
to any event beyond control of the affected party and unavoidable with reasonable caution, which shall include but not limited
to, government acts, nature disasters, fire, explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However, any
lack of credit, assets or financing shall not be deemed as an event beyond control of a Party. The party claiming the Force Majeure
and seeking a waiver of its obligations hereunder shall promptly inform the other party of the Force Majeure and the procedure
to fulfil its obligations hereunder. |
| 12.2 | If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the
preceding paragraph, the affected party shall not subject to any liability hereunder arising from the performances so delayed or
prevented. The affected party shall make reasonalbe effort to reduce or diminish the effect from such Event, and shall make reasonable
efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event. |
| Article | 13 Dispute Settlement |
| 13.1 | This Agreement shall be governed by and construed in all respects in accordance with the laws of
the PRC. |
| 13.2 | The Parties shall strive to settle any dispute arising from the interpretation or performance,
or in connection with this Agreement through friendly negotiation. In case no settlement can be reached through negotiation, each
Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to its currently
effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese.
The arbitration awards shall be final and binding upon the Parties. The arbitration awards may be submitted to the applicable People’s
Court for enforcement. |
| 14.1 | Any notice to which is given by the both Parties hereto regarding the rights and obligations hereunder
shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches
the addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted.
If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business
day following such day is the date of notice. The delivery place is the address first written above of the Parties hereto or the
address advised in writing including, inter alias, facsimile and telex from time to time. |
| 15.1 | The Appendix of this Agreement as attached hereto is parts of this Agreement. |
| 16.1 | This Agreement and any amendments, supplements and modifications of this Agreement shall be in
writing, and come into effect upon being executed by the Parties thereto. |
| 16.2 | This Agreement is executed both in Chinese and English with four copies for each language. The
Chinese version shall prevail in the event of any inconsistency between the English and any Chinese versions thereof. |
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
This page is the signing page of this Equity
Interest Pledge Agreement.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first set forth above written.
Party A: Recon Hengda Technology (Beijing)
Co., Ltd.
Legal Representative: /s/
Chen Guangqiang
Party B:
HUANG Baokun
Signature: /s/ Huang Boakun
SHI Jing
Signature: /s/ Shi Jing
LI Suzhen
Signature: /s/ Li Suzhen
APPENDIX
| 1. | The register of the shareholders of QINGHAI HUAYOU |
| 2. | The Contribution Certificate of QINGHAI HUAYOU |
| 3. | The Exclusive Technical Consulting and Service Agreement. |
Exhibit 10.4
Power of Attorney
I, the undersigned,
HUANG Baokun, Chinese nationality, ID Num.: hold 53% equity interest in Qinghai Huayou DownholeTechnology Co., Ltd. (“QINGHAI
HUAYOU”). As a shareholder of QINGHAI HUAYOU, I hereby irrevocably entrust Recon Hengda Technology (Beijing) Co.,
Ltd. (“RECON HENGDA”) to execute the following rights during the term of this
Power of Attorney:
I, the undersigned, exclusively authorize
RECON HENGDA as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold,
including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s)
of QINGHAI HUAYOU for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred
by laws and Articles of Association of QINGHAI HUAYOU including but not limited to voting-rights and the rights of assigning, transferring,
pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative,
Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of QINGHAI HUAYOU on my behalf.
RECON HENGDA is entitled to execute the
Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity
Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power
of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Power of Attorney.
Save as otherwise provided hereunder, RECON
HENGDA is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral
or written instructions of me.
All acts associated with my equity interest
in QINGHAI HUAYOU conducted by RECON HENGDA shall be deemed as the acts of me. All documents executed by RECON HENGDA shall be
deemed as executed by me, I shall acknowledge such documents.
RECON HENGDA is entitled to assign all
rights under this Power of Attorney. RECON HENGDA is entitled to entrust any other individual(s) or legal entity(s) to execute
the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, RECON
HENGDA shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests
in any event.
This Power of Attorney shall be irrevocable
and continuously valid so long as I am a shareholder of QINGHAI HUAYOU and shall come into effect as of the date set forth below.
During the term of this Power of Attorney,
in the event that I intend to perform the rights hereunder, I shall negotiate with YANKONG HENGDA in advance.
HUANG Baokun
Signature: _/s/ Huang Baokun
Date: December 1, 2015.
Exhibit 10.5
Power of Attorney
I, the undersigned,
SHI Jing, Chinese nationality, ID Num.: hold 40% equity interest in Qinghai Huayou Downhole Technology Co., Ltd. (“QINGHAI
HUAYOU”). As a shareholder of QINGHAI HUAYOU, I hereby irrevocably entrust Recon Hengda Technology (Beijing) Co.,
Ltd. (“RECON HENGDA”) to execute the following rights during the term of this
Power of Attorney:
I, the undersigned, exclusively authorize
RECON HENGDA as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold,
including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s)
of QINGHAI HUAYOU for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred
by laws and Articles of Association of QINGHAI HUAYOU including but not limited to voting-rights and the rights of assigning, transferring,
pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative,
Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of QINGHAI HUAYOU on my behalf.
RECON HENGDA is entitled to execute the
Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity
Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power
of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Power of Attorney.
Save as otherwise provided hereunder, RECON
HENGDA is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral
or written instructions of me.
All acts associated with my equity interest
in QINGHAI HUAYOU conducted by RECON HENGDA shall be deemed as the acts of me. All documents executed by RECON HENGDA shall be
deemed as executed by me, I shall acknowledge such documents.
RECON HENGDA is entitled to assign all
rights under this Power of Attorney. RECON HENGDA is entitled to entrust any other individual(s) or legal entity(s) to execute
the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, RECON
HENGDA shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests
in any event.
This Power of Attorney shall be irrevocable
and continuously valid so long as I am a shareholder of QINGHAI HUAYOU and shall come into effect as of the date set forth below.
During the term of this Power of Attorney,
in the event that I intend to perform the rights hereunder, I shall negotiate with RECON HENGDA in advance.
SHI Jing
Signature: /s/ Shi Jing
Date: December 1, 2015.
Exhibit 10.6
Power of Attorney
I, the undersigned,
LI Suzhen, Chinese nationality, ID Num.: hold 7% equity interest in Qinghai Hua You Downhole Technology
Co., Ltd. (“QINGHAI HUAYOU”). As a shareholder of QINGHAI HUAYOU, I hereby irrevocably entrust Recon
Hengda Technology (Beijing) Co., Ltd. (“RECON HENGDA”) to execute the following
rights during the term of this Power of Attorney:
I, the undersigned, exclusively authorize
RECON HENGDA as the sole representative with full authority to perform shareholder’s rights upon the equity interest I hold,
including but not limited to: (i) the attendance of the shareholder’s meeting and the execution of relative Shareholder Resolution(s)
of QINGHAI HUAYOU for and on behalf of me; (ii) the performance of all my rights associated with the ownership of equity conferred
by laws and Articles of Association of QINGHAI HUAYOU including but not limited to voting-rights and the rights of assigning, transferring,
pledging or disposing of such equity interest partially or wholly; and (iii) the designations and appointments of Legal Representative,
Chief Executive Director, Directors, Supervisors, General Manager and/or other Officer(s) of QINGHAI HUAYOU on my behalf.
RECON HENGDA is entitled to execute the
Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement within its authority and duly perform the Equity
Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power
of Attorney by me. The execution of the abovementioned rights shall not constitute any limitation on this Power of Attorney.
Save as otherwise provided hereunder, RECON
HENGDA is entitled to exercise all the necessary rights arising from the equity interest upon its own discretions without any oral
or written instructions of me.
All acts associated with my equity interest
in QINGHAI HUAYOU conducted by RECON HENGDA shall be deemed as the acts of me. All documents executed by RECON HENGDA shall be
deemed as executed by me, I shall acknowledge such documents.
RECON HENGDA is entitled to assign all
rights under this Power of Attorney. RECON HENGDA is entitled to entrust any other individual(s) or legal entity(s) to execute
the above rights and equity interest without issuing any notice to or obtaining any prior consent from me. Nevertheless, RECON
HENGDA shall report to me immediately after such assignment and the assignment shall not harm any of my rights or vested interests
in any event.
This Power of Attorney shall be irrevocable
and continuously valid so long as I am a shareholder of QINGHAI HUAYOU and shall come into effect as of the date set forth below.
During the term of this Power of Attorney,
in the event that I intend to perform the rights hereunder, I shall negotiate with RECON HENGDA in advance.
LI Suzhen
Signature: /s/ Li Suzhen
Date: December 1, 2015.
Exhibit 10.7
EXCLUSIVE TECHNICAL CONSULTING AND
SERVICE AGREEMENT
THIS EXCLUSIVE TECHINCAL CONSULTING
AND SERVICE AGREEMENT （the “Agreement”）is made and entered into as of December 1, 2015 by
and between the following parties:
Party A: Recon Hengda Technology (Beijing)
Co.,Ltd.
Registered Address: Room5771, Floor 5,
Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.
Party B: Qinghai Hua You Downhole Technology
Co., Ltd.
Registered Address: Courtyard 0467, Huancheng
Road, Huatugou town, Mangya District, Qinghai, China.
WHEREAS,
| 1. | Party
A, a wholly foreign-owned enterprise duly established and validly existing
under the laws of the People’s Republic of China (the “PRC”), owns resources to provide relevant technical
consulting and services. |
| 2. | Party B is a limited liability company duly established
and validly existing under the laws of the PRC. Party A agrees to provide to Party B technology consulting and related services,
and Party B agrees to accept such services provided by Party A in accordance with this Agreement. |
NOW THEREFORE, through mutual negotiations,
the Parties hereto agree as follows:
| 1. | Technical Consulting and Services, Sole and Exclusive
Interests |
| 1.1 | During the term of this Agreement, Party A agrees
to provide to Party B the technical consulting and services and other significant resources necessary for the operation of Party
B’s business in accordance with this Agreement, including but not limited to: |
| (1) | Provision of services for research
and development of computer software and network communication software, technology transfer, technical consulting, technology
services, and computer training. |
| (2) | Provision of intellectual property (such as trademark, patent, know-how and so forth) which is
solely owned by Party A and necessary for the operation and development of Party B’s business; |
| (3) | Secondment to Party B of senior management personnel and senior technical personnel; |
| (4) | Human resource consulting; |
| (5) | Legal issue consulting; |
| (6) | Finance consulting and support; |
| (7) | Investment consulting and management; |
| (8) | Other consulting and services required by Party B in associate with the variation of market. |
| 1.2 | Party B hereby agrees to accept such technical consulting and services provided by Party A. Party
B further agrees that, during the term of this Agreement, it shall not accept the technical consultation and service provided by
any third party other than Party A without the prior written consent of Party A. |
| 1.3 | Party A shall be the sole and exclusive owner of all right, title and interests and intellectual
property rights arising from this Agreement (including but not limited to, copyrights, patent, know-how, commercial secrets and
so forth), regardless of whether it is developed by Party A or by Party B based on Party A’s intellectual property right. |
| 2. | Payments for the technical consultation and service (“Consulting Fees”) |
| 2.1 | Both parties agree that the Consulting Fees shall be paid every quarter in accordance with the
consulting and service actually provided by Party A. Party A has the right, solely at its discretion, to determine the amount of
the Consulting Fees, and both parties agree to, at Party A’s discretion, amend or enter into supplementary agreement in respect
of the provisions under this Agreement regarding Consulting Fees. The Consulting Fees could be 100% of Party B’s quarterly
profit. |
| 2.2 | Except for the Consulting Fees mentioned in the preceding paragraph, Party B agrees to reimburse
Party A for all necessary expenses in relation to performing this Agreement, including but not limited to, travelling expenses,
service fees, and out-of-pocket expenses, etc. |
| 2.3 | Except for the Consulting Fees, Party B agrees to reimburse Party A the tax, customs and other
expenditures (income tax is not included) paid by Party A in favour of Party B in relation to this Agreement. |
| 2.4 | Party B shall provide Party A with a report in relation to the Consulting Fees (“Consulting
Fees Report”) in accordance with this Agreement within three (3) business days after each quarter and Party B shall remit
the amount in RMB to the bank account designated by Party A within two (2) business days after delivering such Consulting Fees
Report. |
| 2.5 | Party B shall maintain a separate bank account for the Consulting Fees under this Agreement. Party
A is entitled to appoint its employees or PRC or international accountants to review or audit the account books in relation to
the consulting service from time to time. The fees payable to the accountant shall be paid by Party A itself. Party B shall provide
to Party A’s employees or accountants any convenience and assistance required and all documents, account books, records,
materials and information deemed necessary by such persons. The auditing report issued by Party A’s employee shall be final
and conclusive unless Party B issues written objection within seven (7) days after receiving such report. The report issued by
the accountant shall be final and conclusive. Party A is entitled to serve written payment notice on Party B at any time after
receiving the audit report according to the consulting fee confirmed by the audit report. Party B shall pay within seven (7) days
after receiving the notice in accordance with Article 2.4. |
| 2.6 | All payment payable by Party B to Party A shall be after tax, bank handing charge or any other
expenses. |
| 3. | Representations and Warranties |
| 3.1 | Party A hereby represents and warrants as follows: |
| 3.1.1 | It has the authority to enter into and perform this Agreement
in accordance with its Articles of Association and business scope, and has taken all necessary action to get authorization, consent
and approval from third party and/or competent government authorities, and will not conflict with any agreement or laws binding
on it. |
| 3.1.2 | Upon execution, this Agreement shall constitute a legally binding
document on Party A and shall be enforceable in accordance herewith. |
| 3.2 | Party B hereby represents and warrants as follows: |
| 3.2.1 | Party B is a company duly registered and validly existing under
the laws of the PRC and is authorized to enter into this Agreement. |
| 3.2.2 | Party B has the authority to execute and perform this Agreement
in accordance with its Articles of Association and its business scope, and has taken all necessary action to obtain all consents
and approval to execute and perform this Agreement, and that this Agreement will not conflict with any agreement or laws binding
on it. |
| 3.2.3 | Upon execution, this Agreement shall constitute a legally binding
document on Party A and shall be enforceable in accordance herewith. |
| 4.1 | Party B agrees to make reasonable efforts to protect and maintain the confidentiality of Party
A’s confidential data and information acknowledged or received in the exclusive technical consulting and service provided
by Party A (“Confidential Information”). Party B shall not disclose, grant or transfer to any third party of
such Confidential Information. Upon termination of this Agreement, Party B shall, upon Party A’s request, return to Party
A or destroy of any document, material or software contained any of such Confidential Information, and shall completely delete
any of such Confidential Information from any memory device, and shall not use or permit any third party to use such Confidential
Information. |
| 4.2 | The both Parties agree that the provisions
of this Article shall survive notwithstanding the alteration, revocation or termination of this Agreement. |
| 5.1 | Party B shall indemnify Party A against any loss, damage, liability
or expenses suffered by Party A as a result of or arising from any litigation, claim or compensation request in other forms related
to the consulting and service under this Agreement. |
| 6 | Effectiveness and Term of this Agreement |
| 6.1 | This Agreement shall be executed and come into effect as of
the date first set forth above. The term of this Agreement shall be thirty (30) years unless earlier terminated as set forth in
this Agreement or other written agreements entered into by the parties hereof. |
| 6.2 | This Agreement shall be terminated upon written confirmation
from both Parties before termination. Otherwise this agreement shall be extended by another thirty (30) years. |
| 7 | Termination of the Agreement |
| 7.1 | The Agreement shall be extended automatically upon the expiration of this Agreement unless it is
terminated in accordance with this Agreement. |
| 7.2 | During the term of this Agreement, Party B may not terminate this Agreement except in the case
of Party A’s gross negligence, fraud, or other illegal action or bankruptcy of Party A. Notwithstanding the above, Party
A may terminate this Agreement with issuing a written notice to Party B thirty (30) days in advance. |
| 7.3 | The rights and obligations of the both Parties under Article 4 and Article 5 of this Agreement
shall survive after the termination of this Agreement. |
| 8.1 | With regards to any dispute in relation
to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. In
case no settlement can be reached through consultation, each Party can submit such matter to China International Economic and Trade
Arbitration Committee for arbitration according to the current effective arbitration rules. The arbitration shall be held in Beijing.
The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding on the Parties.
|
| 9.1 | Force Majeure Event (“Event”) refers to any event beyond control of the affected
party and unavoidable with reasonable caution, which shall include but not limit to, government acts, nature disasters, fire, explosion,
typhoon, flood, earthquake, tidal wave, lightning or war. However, any lack of credit, assets or financing shall not be deemed
as an event beyond control of a party. The party claiming the Force Majeure and seeking a waiver of its obligations hereunder shall
promptly inform the other party the Force Majeure and the procedure to fulfil its obligations hereunder. |
| 9.2 | If performance of this Agreement is delayed or prevented due to Force Majeure set forth in the
preceding paragraph, the affected party shall not subject to any liability hereunder arising from the obligations so delayed or
prevented. The affected party shall make reasonable effort to reduce or diminish the effect from such Event, and shall make reasonable
efforts to resume its performance. Both parties shall resume the performance with best effort upon elimination of such Event. |
| 10.1 | Any notice by each Party regarding rights and obligations hereunder shall be in writing. Where
such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such
notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not
reach the addressee on business date or reaches the addressee after the business time, the next business day following such day
is the date of notice. The delivery place is the address first written above of the Parties hereto or the address advised in writing
including facsimile and telex from time to time. “Writing” includes, inter alia, fax and telefax. |
| 11.1 | Absent the prior written consent of Party A, Party B may not assign any right or obligation hereunder
to any third party. |
| 12.1 | If any of the terms of this Agreement is invalid, illegal
or unenforceable due to incompliance with laws, the validity and enforceability of the other terms hereof shall nevertheless remain
unaffected. |
| 13 | Amendments and Supplement |
| 13.1 | Any amendment and supplement of this Agreement shall be in writing
and duly executed by the parties hereto, such amendment and supplement shall be deemed as a part of this Agreement and shall be
in full force and effect as this Agreement. |
| 14 | Governing Law and Languages |
| 14.1 | This Agreement shall be governed by and construed in accordance
with the laws of the PRC. |
| 14.2 | This Agreement is executed both in Chinese and English. The
Chinese version will prevail in the event of any inconsistency between the English and any Chinese version. |
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the both Parties
have its authorized representative executed this Agreement on the date first above written.
Party A: Recon Hengda Technology (Beijing)
Co., Ltd.
Legal Representative: /s/ Chen Guangqiang
Party B: Qinghai Hua You Downhole Technology
Co., Ltd.
Legal Representative: /s/
Huang Baokun
Exhibit 99.1
Recon Technology, Ltd. Announces Acquisition
of New Business to Expand Service Chain and Strengthen its Operation in West China
BEIJING, Dec. 7, 2015 /PRNewswire/ -- Recon Technology, Ltd.
(NASDAQ: RCON), ("Recon" or the "Company"), a leading independent oilfield services provider operating
primarily in China, today announced that the Company will acquire a 100% equity interest in Qinghai Hua You Downhole Technology
Co., Ltd. ("QHHY"), a PRC corporation and oilfield service provider in Qinghai province, pending shareholder approval
of the proposed transaction.
Pursuant to a share purchase agreement executed as of December
1, 2015 (the "Effective Date"), the Company has agreed to acquire a 100% equity interest in QHHY for $6.0 million, including
$3.6 million worth of Recon ordinary shares and $2.4 million in cash, with QHHY achieving net profit growth of 15% for fiscal 2016
and fiscal 2017. The Company's shares will be issued at 120% of the weighted average closing price of Recon's ordinary shares for
the past 20 trading days prior to the Effective Date and will be issued only after Recon obtains shareholder approval for the transaction,
which it expects to obtain sometime around February 2016. The shares will be issued to the QHHY stockholders, who together collectively
own 100% of the equity interest in QHHY. All ordinary shares issued pursuant to this agreement will be subject to a 12-month lock
up period. All cash consideration will be payable based on QHHY achieving certain annual net profit targets for fiscal 2016 and
fiscal 2017, which will be determined based on Recon's review of QHHY's audited financial statements in September 2016 and September
2017 (For specific payment method, please refer to Exhibit 1).
Exhibit 1: (US$ million) Earn-out Payment Scenario.
| N% of | |
For the Twelve Months Ended June 30, | |
|
| Net Profit Increase | |
2016 | |
2017 | |
Maximum Cumulative Amount |
| ≥30% | |
$2.8 | |
$2.0 | |
$4.8 |
| (15%, 30%) | |
$1.4 × (actual growth rate/15%) | |
$1.0 × (actual growth rate/15%) | |
$(2.4,4.8) |
| 15% | |
$1.4 | |
$1.0 | |
$2.4 |
| [7.5%, 15%) | |
$1.4×(actual growth rate/15%) | |
$1.0 × (actual growth rate/15%) | |
$[1.2,2.4) |
| [0%, 7.5%) | |
$0.7 | |
$0.5 | |
$1.2 |
| <0% | |
$nil | |
$nil | |
$nil |
The transaction is subject to Recon shareholder approval and
certain other customary closing conditions.
Mr. Shenping Yin, Chairman and CEO of Recon, stated, "The
acquisition marks an important milestone for Recon as this will be our first major acquisition since our IPO in July 2009. We are
thrilled to acquire QHHY, a niche, profitable oilfield service company with a strong relationship with PetroChina. According to
the domestic energy strategic requirements of 'adjust and stabilize the oil production in the east while explore the potential
in the west' put forward by PetroChina, west China has been playing a key role for China's energy industry. Qinghai province is
one of the most important areas with remarkable reserve of oil and natural gas. We view QHHY as a good fit to our long term vision
and goals and expect it to augment our capacity to grow in adjacent businesses."
About Qinghai Hua You Downhole Technology Co., Ltd.
Established in September 2011, Qinghai Hua You Downhole Technology
Co., Ltd. ("QHHY") is an oilfield service company providing a wide range of downhole technology support and services
primarily in Qinghai province. QHHY has more than 130 employees and is a qualified oilfield service provider for PetroChina, among
other companies. QHHY's solutions are aimed to keep the working wells safe and help to increase the oil well production. This is
cost effective and important to oil companies under lower oil price situation.
About Recon
Recon Technology, Ltd. (NASDAQ: RCON) ("Recon") is China's first
independent oil and gas field service company to be listed on NASDAQ. Working closely with leading global partners, Recon
has achieved rapid growth supplying China's largest oil and gas exploration companies, including Sinopec and China National
Petroleum Corporation, with advanced automated technologies, efficient gathering and transportation equipment and reservoir stimulation
measures. The solutions Recon provides are aimed at increasing gas and petroleum extraction levels, reducing impurities, improving
safety and lowering production costs. For additional information, please visit www.recon.cn.
Cautionary Statements
Statements made in this release with respect to Recon's current
plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about
the future performance of Recon. Forward-looking statements include, but are not limited to, those statements using words such
as "believe," "expect," "plans," "strategy," "prospects," "forecast,"
"estimate," "project," "anticipate," "aim," "intend," "seek," "may,"
"might," "could" or "should," and words of similar meaning in connection with a discussion of future
operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also
be included in other materials released to the public. These statements are based on management's assumptions, judgments and beliefs
in light of the information currently available to it. Recon cautions investors that a number of important risks and uncertainties
could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited
to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing,
government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. Therefore
investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those
set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral,
and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary
statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date hereof.
Contact:
Recon Technology, Ltd.
Ivy Xia
Tel: +86-10-8494-5799
Email: info@recon.cn
Weitian Investor Relations
Tina Xiao
Tel: +1-917-609-0333
Email: tina.xiao@weitian-ir.com
Recon Technology (NASDAQ:RCON)
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Recon Technology (NASDAQ:RCON)
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