Recon Technology, Ltd 6-K, filed Sep 2, 2025
Recon Technology, Ltd (RCON)
About this 6-K
Recon Technology, Ltd filed this 6-K on September 2, 2025.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-34409
RECON TECHNOLOGY, LTD
Room 601, No. 1 Shui’an South Street Chaoyang District, Beijing, 100012
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note:
As previously disclosed, following recent changes to shareholders for Nanjing Recon Technology Co., Ltd. (“Nanjing Recon”) and Beijing BHD Petroleum Technology Co., Ltd. (“BHD”), the various contractual arrangements of the Registrant’s variable interest entities (“VIEs”) were required to be amended, restated, and re-registered with competent authorities. The VIEs contractual agreements were dated and signed on July 10, 2025, and submitted for registration and review. As of this Report, all registrations have been completed, and the Registrant does not expect any negative impact of this process on its operation.
Consistent with prior disclosures, the July 10, 2025 re-execution was effected solely to update the identities of the registered individual shareholders of the VIEs; the principal terms of the contractual arrangements remain unchanged. With respect to Nanjing Recon, in November 2020, Shenping Yin acquired all equity previously held by Guangqiang Chen; in January 2022, Mr. Yin made a capital contribution; and in March 2023, Yingwu Yan acquired all equity previously held by Degui Zhai.
With respect to BHD, in June 2019, Zhang Fan exited by transferring all of his equity to Guangqiang Chen; in September 2020 Mr. Yin exited by transferring all of his equity to Mr. Chen; and in 2024 and 2025 Mr. Yin subsequently re-entered and made additional capital contributions that diluted other holders. As of the date of this Report, Nanjing Recon is held by Shenping Yin (99.75%) and Yingwu Yan (0.25%), and BHD is held by Guangqiang Chen (85.93%), Shenping Yin (10.00%), Donglin Li (3.77%) and Zhiqiang Feng (0.30%). These updates do not affect the Registrant’s contractual control over the VIEs.
Exhibit Index:
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, thereunto duly authorized.
| RECON TECHNOLOGY, LTD | |||
| August 29, 2025 | By: | /s/ Shenping Yin | |
| Shenping Yin | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) and | |||
| Duly Authorized Officer | |||
Exhibit 10.1
AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT（the “Agreement”） is entered into by and between the following parties on July 10, 2025.
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Shen Ping, Yin
Registered Address: Room 506, No. 177-4 Lvling Road, Huli District, Xiamen City, Fujian
Party C: Nanjing Recon Technology Co., Ltd
Registered Address: Room 1402, No. 123 Jiqing Road, Qinhuai District, Nanjing
WHEREAS,
| 1. | Party B collectively holds 99.7501% 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 |
| 1.1 | Granting Right |
Under the 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.
| 1.2 | Procedure |
The exercise of the Purchase Right by Party A shall 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.
| 1.3 | Transfer Fee |
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.(relevant taxes and fees shall be borne by the Party A).
| 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 convene shareholders’ meeting timely 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 July 10, 2025 (“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 Consulting and Service Agreement which is entered into by and between Party C and Party A on July 10, 2025 (“Exclusive 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
| 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. |
3
| 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. |
4
| 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. |
5
| 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. |
| 4. | Effective Date |
This agreement is made in four copies, all of which have equal legal effect. This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be five (5) years, and it may be extended by another five (5) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
This Agreement shall be governed by and construed in accordance with PRC laws.(Excluding Hong Kong, Macau, and Taiwan)
| 5.2 | Dispute Resolution |
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 cannot 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 the Beijing Arbitration commission for arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.
| 6. | Tax and Expenditures |
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.
| 7. | Notice |
7.1 Any notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by prepaid registered mail, commercial courier service, or fax to the following address of such party. Each notification should also be accompanied by a confirmation email. The date on which such notice is deemed effectively delivered shall be determined as follows:
7.1.1 If the notice is sent by personal delivery, express delivery service, or prepaid registered mail, it shall be deemed to have been effectively delivered on the date of sending or refusal at the designated address specified in the notice;
6
7.1.2 If the notice is sent by fax, it shall be deemed effectively delivered on the date of successful transmission (as evidenced by the automatically generated transmission confirmation information);
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Shen Ping, Yin
Address:Room 506, No. 177-4 Lvling Road, Huli District, Xiamen City, Fujian
Party C: Nanjing Recon Technology Co., Ltd
Address: Room 1402, No. 123 Jiqing Road, Qinhuai District, Nanjing
| 8. | Confidentiality |
| 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 disclose 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 of 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. | Further Assurance |
| 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. |
7
| 10. | Miscellaneous |
| 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.
| 10.3 | Entire agreement |
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.
| 10.4 | Headings |
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.
| 10.5 | Severability |
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.
| 10.6 | Successor |
This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.
| 10.7 | Continue to be effective |
| 10.7.1 | 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. |
| 10.7.2 | Articles 5, 8 and 10,7 hereof shall survive notwithstanding the termination of this Agreement. |
8
| 10.8 | Waiver |
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.
| 10.9 | Equity Coverage Scope |
The rights, obligations, and commitments stipulated under this agreement apply to the equity currently held by Party B in Party C, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Party C due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 10.10 | Abolition of old agreement |
This agreement will immediately replace and invalidate the Exclusive Share Purchase Contract signed by both parties in April 2019 as of the effective date.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company seal:
Party B: Shen Pin, Yin
Legal Representative: /s/ Shenping Yin
Company seal:
Party C: Nanjing Recon Technology Co., Ltd
Legal Representative: /s/ Guangqiang Chen
Company seal:
10
Exhibit 10.2
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT (“Agreement”) is entered into by and between the following parties on July 10, 2025.
Pledgee: Recon Hengda Technology (Beijing) Co, Ltd (“Party A”)
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Pledgor: Ying Wu, Yan (“Party B”)
Registered Address:Room 202, No. 15 Mingdu Yayuan, Qinhuai District, Nanjing City, Jiangsu
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly established and valid existing under the PRC laws. Party A and Nanjing Recon Technology Co., Ltd. (Nanjing Recon) owned by the Pledgor have entered into the Exclusive Consulting and Service Agreement on July 10, 2025 (the “Service Agreement”). |
| 2. | The Pledgor holds 0.2499% equity interest of Nanjing Recon, which is a limited liability company duly established and valid existing in Beijing under the PRC laws. |
| 3. | In order to ensure the consulting and service fee that Party A could collect from Nanjing Recon, pursuant to the Service Agreement, the Pledgor is willing to pledge all of its equity interest in Nanjing Recon, to the Pledgee as a security for such consulting and service fees. |
NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:
Article 1 Definitions
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”) inNanjing Recon, 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 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 Consulting and Service Agreement entered into by and between Nanjing Recon and Party A on July 10, 2025. |
| 1.6 | Default refers to any event enumerated in Article 7 hereof. |
1
| 1.7 | Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement. |
Article 2 Pledge
| 2.1 | Party B agrees to pledge all of its equity in Nanjing Recon to the pledgee (equivalent to RMB 200,000.00) as collateral for the technical consulting service fee (equivalent to RMB 200,000.00) that Nanjing Recon shall pay 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
| 3.1 | The Rate of Pledge: |
The Rate of Pledge shall be 100% under this Agreement.
| 3.2 | The Term of Pledge |
| 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 Hanfor Beijing. |
| 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 Nanjing Recon fails to pay exclusive consulting and service fees in accordance with the Service Agreement. |
Article 4 Possession of Pledge Documents
| 4.1 | During the pledge period stipulated in this agreement, the pledgor shall deliver to the pledgee for safekeeping the equity contribution certificate of Nanjing Recon and the shareholder register recording the pledge right. The pledgor shall deliver the above-mentioned equity contribution certificate and shareholder register to the pledgee within one week from the date of signing this agreement. The pledgee shall keep these items in custody throughout the entire pledge period specified in this agreement. For the avoidance of doubt, if the failure of Nanjing Recon to provide the capital contribution certificate and shareholder register to the pledgor results in the pledgor being unable to deliver such information to the pledgee in accordance with the provisions of this article, it shall not be considered a breach of contract by the pledgor. |
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. |
2
| 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 fulfilling the "Exclusive Equity Purchase Right Contract" signed by the pledgor, pledgee, and Nanjing Recon, without the prior written consent of the pledgee or its designated party, the equity shall not be transferred, and no guarantee or other debt burden shall be established or allowed to exist on the equity. |
| 6.1.2 | Comply with and implement laws and regulation with respect to 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 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. |
3
Article 7 Default
| 7.1 | The events enumerated below shall be deemed as default: |
| 7.1.1 | Nanjing Recon fails to make full payments of the exclusive 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 | The heir or trustee of Nanjing Recon can only partially or refuse to fulfill the payment obligations under the service agreement. |
| 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 events listed in Article 7.1 have been satisfactorily resolved to the satisfaction of the pledgee within 30 natural days from the date of notification by the pledgee, the pledgee may, at any time after the occurrence of the default events by the pledgor, issue a written notice to the pledgee requesting the disposal of the pledge in accordance with the provisions of Article 8 of this Agreement. |
Article 8 Rights of the Pledgee
| 8.1 | Without the written consent of the pledgee, the pledgor shall not transfer the essential rights and the equity of Nanjing Recon owned by it until all consulting service fees and other expenses mentioned in the service agreement have been fully repaid; |
| 8.2 | The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge. |
| 8.3 | The pledgee shall have the right to receive priority compensation in accordance with applicable laws from the proceeds or profits obtained from the auction or sale of all or part of the pledged equity under this contract, until the outstanding technical consulting and service fees and all other payable amounts under the service agreement are settled; |
4
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. |
Article 10 Termination
| 10.1 | After the consulting service fees and other expenses under the service agreement are fully repaid, and Nanjing Recon no longer assumes any obligations under the service agreement, this agreement shall automatically terminate. At the earliest reasonable and feasible time, the pledgee shall cancel or release the pledge of the pledged equity under this agreement, and cooperate with the pledgor to cancel the registration of the equity pledge made in the shareholder register of Nanjing Recon and handle the cancellation registration procedures of the equity pledge with the relevant industrial and commercial administrative department. |
Article 11 Formalities Fees and Other Expenses
| 11.1 | The pledgee shall be responsible for the expenses and actual expenditures related to the industrial and commercial equity pledge procedures; |
| 11.2 | The pledgee and the pledgor shall each bear the stamp duty and other taxes related to this agreement. |
Article 12 Force Majeure
| 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. |
5
| 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 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. |
Article 13 Dispute Settlement
| 13.1 | This Agreement shall be governed by and construed in all respects in accordance with the PRC laws(Excluding Hong Kong, Macau, and Taiwan regions). |
| 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. |
Article 14 Notices
| 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. |
Article 15 Appendix
| 15.1 | The Appendix of this Agreement as attached hereto is parts of this Agreement. |
Article 16 Effectiveness
| 16.1 | This agreement is made in quadruplicate, with the pledgor, pledgee, and Nanjing Recon each holding one copy, and the other copy for industrial and commercial registration and filing, all of which have equal legal effect. Any modifications, supplements, or changes to this agreement must be in writing, signed or stamped by all parties, and registered with the government in accordance with regulations before taking effect. |
6
Article 17 Scope of equity coverage
The rights, obligations, and commitments stipulated under this agreement apply to the equity of Nanjing Recon currently held by Party B, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Nanjing Recon due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
Article 18 Abolition of old agreement
This agreement will immediately replace and invalidate the Equity Pledge Agreement signed by both parties in April 2019 and January 2024 as of the effective date.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
7
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/ Guangqiang Chen
Company Seal:
Party B: Ying Wu, Yan
Sign: /s/ Yingwu Yan
8
APPENDIX
| 1. | The register of the shareholders of Nanjing Recon |
| 2. | The Exclusive Consulting and Service Agreement. |
9
Exhibit 10.3
AMENDED AND RESTATED EXCLUSIVE CONSULTING AND SERVICE AGREEMENT
THIS AMENDED AND RESTATED EXCLUSIVE CONSULTING AND SERVICE AGREEMENT (the “Agreement”) is made and entered into as of July 10, 2025, by and between the following parties:
Party A: Recon Hengda Technology (Beijing) Co., Ltd.
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Nanjing Recon Technology Co., Ltd
Registered Address: Room 1402, No. 123 Jiqing Road, Qinhuai District, Nanjing City
WHEREAS,
| 1. | Party A, a wholly foreign-owned enterprise duly established and valid existing under the laws of the People’s Republic of China (the “PRC”), owns resources to provide relevant enterprise management consulting and services. |
| 2. | Party B is a limited liability company duly established and valid existing under the PRC laws. Party A agrees to provide to Party B enterprise management 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. | Consulting and Services, Sole and Exclusive Interests |
| 1.1 | During the term of this Agreement, Party A agrees to provide to Party B the enterprise management 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 of market study, business strategy, marketing consulting, personnel 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; |
| (4) | Other consulting and services required by Party B in associate with the variation of market. |
1
| 1.2 | Party B hereby agrees to accept such consulting and services provided by Party A. Party B further agrees that, during the term of this Agreement, it shall not accept the enterprise management 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 it is developed by Party A or by Party B based on Party A’s intellectual property right. |
| 2. | Payments for the consultation and service(“Consulting Fees”) |
| 2.1 | Both parties agree that the consulting fee shall be paid quarterly based on the actual consulting and services provided by Party A. Party A has the right to decide the amount of the consulting fee on its own, which is 95% of the Party B's quarterly profit; When the profit is negative, the consulting fee shall be 100% of the quarterly loss incurred by Party B. Both parties agree that, at the discretion of Party A, they may revise or sign a supplementary agreement regarding the provisions related to consulting fees under this agreement; |
| 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 | In addition to consulting fees, Party B agrees to reimburse Party A for taxes, tariffs, and other expenses (excluding income tax) paid by Party A in favor of Party B under this agreement; |
| 2.4 | Party B shall provide Party A with a report in relation to 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. |
2
| 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 valid existing under the law 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 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 | Confidentiality |
| 4.1 | Party B agrees to make reasonable effort to protect and maintain the confidentiality of Party A’s confidential data and information acknowledged or received in the exclusive 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. |
3
| 5 | Indemnities |
| 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 five (5) 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 five (5) 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 3.7 and Article 8 of this Agreement shall survive after the termination of this Agreement. |
| 8 | Dispute Settlement |
| 8.1 | In case of any dispute arising from the interpretation and performance of the provisions of this Agreement, both parties shall resolve the dispute through sincere consultation. If the parties fail to reach an agreement on the resolution of the dispute through negotiation within 30 days after either party requests it, either party may submit the dispute to the Beijing Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used for the arbitration shall be Chinese. The arbitration award shall be final and binding on both parties. |
| 9 | Force Majeure |
| 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. |
4
| 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 | Notices |
| 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 | Assignment |
| 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 | Severability |
| 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. |
5
| 14 | Governing Law |
| 14.1 | This Agreement shall be governed by and construed in accordance with the laws of the PRC. |
| 15. | Abolition of old agreement |
| 15.1 | This agreement shall immediately replace and invalidate the Exclusive Technical Consultation and Service Agreement signed by both parties in 2019 as of the effective date. |
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
6
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/ Guangqiang Chen
Company seal:
Party B: Nanjing Recon Technology Co., Ltd
Legal Representative: /s/ Dongsheng Zhou
Company seal:
7
Exhibit 10.4
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT（the “Agreement”） is entered into by and between the following parties on July 10, 2025.
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Ying Wu, Yan
Registered Address: Room 202, No. 15 Mingdu Yayuan, Qinhuai District, Nanjing City, Jiangsu
Party C: Nanjing Recon Technology Co., Ltd
Registered Address: Room 1402, No. 123 Jiqing Road, Qinhuai District, Nanjing
WHEREAS,
| 1. | Party B collectively holds 0.2499% 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 |
| 1.1 | Granting Right |
Under the 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.
1
| 1.2 | Procedure |
The exercise of the Purchase Right by Party A shall 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.
| 1.3 | Transfer Fee |
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.(relevant taxes and fees shall be borne by the Party A).
| 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 convene shareholders’ meeting timely 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 July 10, 2025 (“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 Consulting and Service Agreement which is entered into by and between Party C and Party A on July 10, 2025 (“Exclusive 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
| 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. |
3
| 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. |
4
| 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. |
5
| 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. |
| 4. | Effective Date |
This agreement is made in four copies, all of which have equal legal effect. This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be five (5) years, and it may be extended by another five (5) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
This Agreement shall be governed by and construed in accordance with PRC laws.(Excluding Hong Kong, Macau, and Taiwan)
| 5.2 | Dispute Resolution |
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 cannot 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 the Beijing Arbitration commission for arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.
| 6. | Tax and Expenditures |
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.
6
| 7. | Notice |
7.1 Any notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by prepaid registered mail, commercial courier service, or fax to the following address of such party. Each notification should also be accompanied by a confirmation email. The date on which such notice is deemed effectively delivered shall be determined as follows:
7.1.1 If the notice is sent by personal delivery, express delivery service, or prepaid registered mail, it shall be deemed to have been effectively delivered on the date of sending or refusal at the designated address specified in the notice;
7.1.2 If the notice is sent by fax, it shall be deemed effectively delivered on the date of successful transmission (as evidenced by the automatically generated transmission confirmation information);
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Ying Wu, Yan
Address:Room 202, No. 15 Mingdu Yayuan, Qinhuai District, Nanjing City, Jiangsu
Party C: Nanjing Recon Technology Co., Ltd
Address: Room 1402, No. 123 Jiqing Road, Qinhuai District, Nanjing
| 8. | Confidentiality |
| 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 disclose 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 of 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. | Further Assurance |
| 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. |
7
| 10. | Miscellaneous |
| 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.
| 10.3 | Entire agreement |
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.
| 10.4 | Headings |
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.
| 10.5 | Severability |
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.
| 10.6 | Successor |
This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.
| 10.7 | Continue to be effective |
| 10.7.1 | 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. |
| 10.7.2 | Articles 5, 8 and 10,7 hereof shall survive notwithstanding the termination of this Agreement. |
8
| 10.8 | Waiver |
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.
| 10.9 | Equity Coverage Scope |
The rights, obligations, and commitments stipulated under this agreement apply to the equity currently held by Party B in Party C, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Party C due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 10.10 | Abolition of old agreement |
This agreement will immediately replace and invalidate the Exclusive Share Purchase Contract signed by both parties in April 2019 as of the effective date.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
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/ Guangqiang Chen
Company seal:
Party B: Ying Wu, Yan
Legal Representative: /s/ Yingwu Yan
Company seal:
Party C: Nanjing Recon Technology Co., Ltd
Legal Representative: /s/ Dongsheng Zhou
Company seal:
10
Exhibit 10.5
Power of Attorney
I, the undersigned, Ying Wu Yan, Chinese nationality, ID number of 320102197606304610, hold 0.2499% equity interest in Nanjing Recon Technology Co., Ltd. ("Nanjing Recon"), hereby irrevocably authorize Recon Hengda Technology (Beijing) Co., Ltd. ("Recon BJ") to exercise the following rights during the term of this Power of Attorney:
I, the undersigned, exclusively authorize Recon BJ 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 Nanjing Recon 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 Nanjing Recon, 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 Nanjing Recon on my behalf.
Recon BJ 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 BJ 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 Nanjing Recon conducted by Recon BJ shall be deemed as the acts of me. All documents executed by Recon BJ shall be deemed as executed by me, I shall acknowledge such documents.
Recon BJ is entitled to assign all rights under this Power of Attorney. Recon BJ 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 BJ 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 Nanjing Recon 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 BJ in advance.
The rights, obligations, and commitments stipulated in this power of attorney apply to the equity currently held by the principal in Nanjing Recon, as well as all equity actually acquired or held by the principal during its continuous tenure as a shareholder of Nanjing Recon due to capital increase, dilution, or other means. If the principal partially transfers the equity, the transferred portion shall no longer be subject to this agreement, and the remaining shareholding shall continue to be applicable.
This Power of Attorney immediately replaces and abolishes the Power of Attorney signed by both parties in 2019 as of the effective date.
This authorization letter is in duplicate, with the principal and Recon BJ each holding one copy, and has equal legal effect.
| Sign: | /s/ Yingwu Yan |
Date: July 10, 2025
1
Exhibit 10.6
Amended and Restated Power of Attorney
I, the undersigned, Shenping Yin, Chinese nationality, ID number: 320113196912054853, hold 99.7501% equity interest in Nanjing Recon Technology Co., Ltd. ("Nanjing Recon"), hereby irrevocably authorize Recon Hengda Technology (Beijing) Co, Ltd ("Recon BJ") to exercise the following rights during the term of this Power of Attorney:
I, the undersigned, exclusively authorize Recon BJ 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 Nanjing Recon 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 Nanjing Recon, 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 Nanjing Recon on my behalf.
Recon BJ 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 BJ 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 our equity interest in Nanjing Recon conducted by Recon BJ shall be deemed as the acts of me. All documents executed by Recon BJ shall be deemed as executed by me, I shall acknowledge such documents.
Recon BJ is entitled to assign all rights under this Power of Attorney. Recon BJ 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 BJ 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 Nanjing Recon 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 BJ in advance.
The rights, obligations, and commitments stipulated in this power of attorney apply to the equity currently held by the principal in Nanjing Recon, as well as all equity actually acquired or held by the principal during its continuous tenure as a shareholder of Nanjing Recon due to capital increase, dilution, or other means. If the principal partially transfers the equity, the transferred portion shall no longer be subject to this agreement, and the remaining shareholding shall continue to be applicable.
This Power of Attorney immediately replaces and abolishes the Power of Attorney signed by both parties in 2019 as of the effective date.
This authorization letter is in duplicate, with the principal and Recon BJ each holding one copy, and has equal legal effect.
| Sign: | /s/ Shenping Yin |
Date: July 10, 2025
1
Exhibit 10.7
AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and between the following parties on July 10, 2025.
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Dong Lin, Li
Registered Address: Room 401, Unit 2, Building 18, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
Party C: Beijing BHD Petroleum Technology Co., Ltd.
Registered Address:West side of Dongxiaokou Town Government, Changping District, Beijing
WHEREAS,
| 1. | Party B collectively holds 3.7704% 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 |
| 1.1 | Granting Right |
Under the 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.
1
| 1.2 | Procedure |
The exercise of the Purchase Right by Party A shall 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.
| 1.3 | Transfer Fee |
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.(relevant taxes and fees shall be borne by the Party A).
| 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 convene shareholders’ meeting timely 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 July 10, 2025 (“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 Consulting and Service Agreement which is entered into by and between Party C and Party A on July 10, 2025 (“Exclusive Consulting and Service Agreement”). |
2
| 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. |
3
| 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. |
4
| 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. |
5
| 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. |
| 4. | Effective Date |
This agreement is made in four copies, all of which have equal legal effect. This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be five (5) years, and it may be extended by another five (5) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
This Agreement shall be governed by and construed in accordance with PRC laws.(Excluding Hong Kong, Macau, and Taiwan)
| 5.2 | Dispute Resolution |
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 the Beijing Arbitration commissionfor arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.
| 6. | Tax and Expenditures |
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.
| 7. | Notice |
7.1 Any notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by prepaid registered mail, commercial courier service, or fax to the following address of such party. Each notification should also be accompanied by a confirmation email. The date on which such notice is deemed effectively delivered shall be determined as follows:
6
7.1.1 If the notice is sent by personal delivery, express delivery service, or prepaid registered mail, it shall be deemed to have been effectively delivered on the date of sending or refusal at the designated address specified in the notice;
7.1.2 If the notice is sent by fax, it shall be deemed effectively delivered on the date of successful transmission (as evidenced by the automatically generated transmission confirmation information);
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Dong Lin, Li
Address: Room 401, Unit 2, Building 18, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
Party C: Beijing BHD Petroleum Technology Co., Ltd
Address: West side of Dongxiaokou Town Government, Changping District, Beijing
| 8. | Confidentiality |
| 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 disclose 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 of 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. | Further Assurance |
| 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. |
7
| 10. | Miscellaneous |
| 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.
| 10.3 | Entire agreement |
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.
| 10.4 | Headings |
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.
| 10.5 | Severability |
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.
| 10.6 | Successor |
This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.
| 10.7 | Continue to be effective |
| 10.7.1 | 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. |
| 10.7.2 | Articles 5, 8 and 10,7 hereof shall survive notwithstanding the termination of this Agreement. |
8
| 10.8 | Waiver |
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.
| 10.9 | Equity Coverage Scope |
The rights, obligations, and commitments stipulated under this agreement apply to the equity currently held by Party B in Party C, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Party C due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 10.10 | Abolition of old agreement |
This agreement will immediately replace and invalidate the Exclusive Share Purchase Contract signed by both parties in April 2019 as of the effective date.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company seal:
Party B: Dong Lin, Li
Legal Representative: /s/ Donglin Li
Company seal:
Party C: Beijing (BHD) Petroleum Technology Co., Ltd.
Legal Representative: /s/ Guangqiang Chen
Company seal:
10
Exhibit 10.8
AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT（the “Agreement”） is entered into by and between the following parties on July 10, 2025.
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Shenping Yin
Registered Address: Room 506, No. 177-4 Lvling Road, Huli District, Xiamen City, Fujian
Party C: Beijing (BHD) Petroleum Technology Co., Ltd.
Registered Address:West side of Dongxiaokou Town Government, Changping District, Beijing
WHEREAS,
| 1. | Party B collectively holds 10.00% 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 |
| 1.1 | Granting Right |
Under the 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.
1
| 1.2 | Procedure |
The exercise of the Purchase Right by Party A shall 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.
| 1.3 | Transfer Fee |
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.(relevant taxes and fees shall be borne by the Party A).
| 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 convene shareholders’ meeting timely 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 July 10, 2025 (“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 Consulting and Service Agreement which is entered into by and between Party C and Party A on July 10, 2025 (“Exclusive 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
| 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. |
3
| 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. |
4
| 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. |
5
| 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. |
| 4. | Effective Date |
This agreement is made in four copies, all of which have equal legal effect. This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be five (5) years, and it may be extended by another five (5) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
This Agreement shall be governed by and construed in accordance with PRC laws.(Excluding Hong Kong, Macau, and Taiwan)
| 5.2 | Dispute Resolution |
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 the Beijing Arbitration commissionfor arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.
| 6. | Tax and Expenditures |
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.
| 7. | Notice |
7.1 Any notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by prepaid registered mail, commercial courier service, or fax to the following address of such party. Each notification should also be accompanied by a confirmation email. The date on which such notice is deemed effectively delivered shall be determined as follows:
7.1.1 If the notice is sent by personal delivery, express delivery service, or prepaid registered mail, it shall be deemed to have been effectively delivered on the date of sending or refusal at the designated address specified in the notice;
7.1.2 If the notice is sent by fax, it shall be deemed effectively delivered on the date of successful transmission (as evidenced by the automatically generated transmission confirmation information);
6
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Shenping Yin
Address:Room 506, No. 177-4 Lvling Road, Huli District, Xiamen City, Fujian
Party C: Beijing (BHD) Petroleum Technology Co., Ltd
Address: West side of Dongxiaokou Town Government, Changping District, Beijing
| 8. | Confidentiality |
| 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 disclose 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 of 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. | Further Assurance |
| 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. |
7
| 10. | Miscellaneous |
| 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.
| 10.3 | Entire agreement |
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.
| 10.4 | Headings |
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.
| 10.5 | Severability |
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.
| 10.6 | Successor |
This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.
| 10.7 | Continue to be effective |
| 10.7.1 | 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. |
| 10.7.2 | Articles 5, 8 and 10,7 hereof shall survive notwithstanding the termination of this Agreement. |
8
| 10.8 | Waiver |
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.
| 10.9 | Equity Coverage Scope |
The rights, obligations, and commitments stipulated under this agreement apply to the equity currently held by Party B in Party C, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Party C due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 10.10 | Abolition of old agreement |
This agreement will immediately replace and invalidate the Exclusive Share Purchase Contract signed by both parties in April 2019 as of the effective date.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company seal:
Party B: Shenping Yin
Legal Representative: /s/ Shenping Yin
Company seal:
Party C: Beijing (BHD) Petroleum Technology Co., Ltd.
Legal Representative: /s/ Guangqiang Chen
Company seal:
10
Exhibit 10.9
AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS AMENDED AND RESTATED EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and between the following parties on July 10, 2025.
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Guang Qiang, Chen
Registered Address: Room 201, Unit 3, Building 31, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
Party C: Beijing BHD Petroleum Technology Co., Ltd.
Registered Address:West side of Dongxiaokou Town Government, Changping District, Beijing
WHEREAS,
| 1. | Party B collectively holds 85.9270% 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 |
| 1.1 | Granting Right |
Under the 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.
1
| 1.2 | Procedure |
The exercise of the Purchase Right by Party A shall 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.
| 1.3 | Transfer Fee |
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.(relevant taxes and fees shall be borne by the Party A).
| 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 convene shareholders’ meeting timely 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 July 10, 2025 (“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 Consulting and Service Agreement which is entered into by and between Party C and Party A on July 10, 2025 (“Exclusive 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
| 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. |
3
| 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. |
4
| 3. | Representations and Warranties |
| 3.1 | Party B and Party C hereby collectively and respectively represent and warrant to Party 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. |
5
| 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. |
| 4. | Effective Date |
This agreement is made in four copies, all of which have equal legal effect. This Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be five (5) years, and it may be extended by another five (5) years if Party A so requires.
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
This Agreement shall be governed by and construed in accordance with PRC laws.(Excluding Hong Kong, Macau, and Taiwan)
| 5.2 | Dispute Resolution |
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 the Beijing Arbitration commissionfor arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award is final and binding on each party.
| 6. | Tax and Expenditures |
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.
6
| 7. | Notice |
7.1 Any notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by prepaid registered mail, commercial courier service, or fax to the following address of such party. Each notification should also be accompanied by a confirmation email. The date on which such notice is deemed effectively delivered shall be determined as follows:
7.1.1 If the notice is sent by personal delivery, express delivery service, or prepaid registered mail, it shall be deemed to have been effectively delivered on the date of sending or refusal at the designated address specified in the notice;
7.1.2 If the notice is sent by fax, it shall be deemed effectively delivered on the date of successful transmission (as evidenced by the automatically generated transmission confirmation information);
Party A: Recon Hengda Technology (Beijing) Co, Ltd
Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Party B: Guang Qiang, Chen
Address: Room 201, Unit 3, Building 31, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
Party C: Beijing BHD Petroleum Technology Co., Ltd
Address: West side of Dongxiaokou Town Government, Changping District, Beijing
| 8. | Confidentiality |
| 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 disclose 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 of 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. |
7
| 9. | Further Assurance |
| 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. | Miscellaneous |
| 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.
| 10.3 | Entire agreement |
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.
| 10.4 | Headings |
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.
| 10.5 | Severability |
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.
| 10.6 | Successor |
This Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for its benefit.
| 10.7 | Continue to be effective |
| 10.7.1 | 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. |
| 10.7.2 | Articles 5, 8 and 10,7 hereof shall survive notwithstanding the termination of this Agreement. |
8
| 10.8 | Waiver |
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.
| 10.9 | Equity Coverage Scope |
The rights, obligations, and commitments stipulated under this agreement apply to the equity currently held by Party B in Party C, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of Party C due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 10.10 | Abolition of old agreement |
This agreement will immediately replace and invalidate the Exclusive Share Purchase Contract signed by both parties in April 2019 as of the effective date.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company seal:
Party B: Guang Qiang, Chen
Legal Representative: /s/ Guangqiang Chen
Company seal:
Party C: Beijing (BHD) Petroleum Technology Co., Ltd.
Legal Representative: /s/ Guangqiang Chen
Company seal:
10
Exhibit 10.10
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT （“Agreement”）is entered into by and between the following parties on July 10, 2025
Pledgee: Recon Hengda Technology (Beijing) Co, Ltd (“Party A”)
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Pledgor: Dong Lin, Lin (“Party B”)
Registered Address: Room 401, Unit 2, Building 18, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly established and valid existing under the PRC laws. Party A and Beijing BHD Petroleum Technology Co., Ltd. (“BHD”) owned by the Pledgor have entered into the Exclusive Consulting and Service Agreement on July 10, 2025 (the “Service Agreement”). |
| 2. | The Pledgor holds 3.7704% equity interest of BHD, which is a limited liability company duly established and valid existing in Beijing under the PRC laws. |
| 3. | In order to ensure the consulting and service fee that Party A could collect from BHD, pursuant to the Service Agreement, the Pledgor is willing to pledge all of its equity interest in BHD, to the Pledgee as a security for such consulting and service fees. |
NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:
Article 1 Definitions
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 BHD, 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 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 Consulting and Service Agreement entered into by and between BHD and Party A on July 10, 2025. |
| 1.6 | Default refers to any event enumerated in Article 7 hereof. |
| 1.7 | Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement. |
1
Article 2 Pledge
| 2.1 | Party B agrees to pledge all of its equity in BHD to the pledgee (equivalent to RMB 4189296.00) as collateral for the technical consulting service fee (equivalent to RMB 4189296.00) that BHD shall pay 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
| 3.1 | The Rate of Pledge: |
The Rate of Pledge shall be 100% under this Agreement.
| 3.2 | The Term of Pledge |
| 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 Hanfor Beijing. |
| 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 BHD fails to pay exclusive consulting and service fees in accordance with the Service Agreement. |
Article 4 Possession of Pledge Documents
| 4.1 | During the pledge period stipulated in this agreement, the pledgor shall deliver to the pledgee for safekeeping the equity contribution certificate of BHD and the shareholder register recording the pledge right. The pledgor shall deliver the above-mentioned equity contribution certificate and shareholder register to the pledgee within one week from the date of signing this agreement. The pledgee shall keep these items in custody throughout the entire pledge period specified in this agreement. For the avoidance of doubt, if the failure of BHD to provide the capital contribution certificate and shareholder register to the pledgor results in the pledgor being unable to deliver such information to the pledgee in accordance with the provisions of this article, it shall not be considered a breach of contract by the pledgor. |
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. |
2
| 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 fulfilling the "Exclusive Equity Purchase Right Contract" signed by the pledgor, pledgee, and BHD, without the prior written consent of the pledgee or its designated party, the equity shall not be transferred, and no guarantee or other debt burden shall be established or allowed to exist on the equity; |
| 6.1.2 | Comply with and implement laws and regulation with respect to 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 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. |
3
Article 7 Default
| 7.1 | The events enumerated below shall be deemed as default: |
| 7.1.1 | BHD fails to make full payments of the exclusive 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 | The heir or trustee of BHD can only partially or refuse to fulfill the payment obligations under the service agreement. |
| 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 events listed in Article 7.1 have been satisfactorily resolved to the satisfaction of the pledgee within 30 natural days from the date of notification by the pledgee, the pledgee may, at any time after the occurrence of the default events by the pledgor, issue a written notice to the pledgee requesting the disposal of the pledge in accordance with the provisions of Article 8 of this Agreement. |
Article 8 Rights of the Pledgee
| 8.1 | Without the written consent of the pledgee, the pledgor shall not transfer the essential rights and the equity of BHD owned by it until all consulting service fees and other expenses mentioned in the service agreement have been fully repaid; |
| 8.2 | The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge. |
| 8.3 | The pledgee shall have the right to receive priority compensation in accordance with applicable laws from the proceeds or profits obtained from the auction or sale of all or part of the pledged equity under this contract, until the outstanding technical consulting and service fees and all other payable amounts under the service agreement are settled; |
4
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. |
Article 10 Termination
| 10.1 | After the consulting service fees and other expenses under the service agreement are fully repaid, and BHD no longer assumes any obligations under the service agreement, this agreement shall automatically terminate. At the earliest reasonable and feasible time, the pledgee shall cancel or release the pledge of the pledged equity under this agreement, and cooperate with the pledgor to cancel the registration of the equity pledge made in the shareholder register of BHD and handle the cancellation registration procedures of the equity pledge with the relevant industrial and commercial administrative department. |
Article 11 Formalities Fees and Other Expenses
| 11.1 | The pledgee shall be responsible for the expenses and actual expenditures related to the industrial and commercial equity pledge procedures; |
| 11.2 | The pledgee and the pledgor shall each bear the stamp duty and other taxes related to this agreement. |
Article 12 Force Majeure
| 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 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. |
5
Article 13 Dispute Settlement
| 13.1 | This Agreement shall be governed by and construed in all respects in accordance with the PRC laws(Excluding Hong Kong, Macau, and Taiwan regions). |
| 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. |
Article 14 Notices
| 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. |
Article 15 Appendix
| 15.1 | The Appendix of this Agreement as attached hereto is parts of this Agreement. |
Article 16 Effectiveness
| 16.1 | This agreement is made in quadruplicate, with the pledgor, pledgee, and BHD each holding one copy, and the other copy for industrial and commercial registration and filing, all of which have equal legal effect. Any modifications, supplements, or changes to this agreement must be in writing, signed or stamped by all parties, and registered with the government in accordance with regulations before taking effect. |
Article 17 Scope of equity coverage
The rights, obligations, and commitments stipulated under this agreement apply to the equity of BHD currently held by Party B, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of BHD due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
Article 18 Abolition of old agreement
This agreement will immediately replace and invalidate the Equity Pledge Agreement signed by both parties in April 2019 and January 2024 as of the effective date.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
6
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company Seal:
Party B: Dong Lin Li
| Sign: | /s/ Donglin Li |
7
APPENDIX
| 1. | The register of the shareholders of BHD |
| 2. | The Exclusive Consulting and Service Agreement. |
8
Exhibit 10.11
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT （“Agreement”） is entered into by and between the following parties on July 10, 2025
Pledgee: Recon Hengda Technology (Beijing) Co, Ltd (“Party A”)
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Pledgor: Guang Qiang, Chen Co., Ltd. (“Party B”)
Registered Address: Room 201, Unit 3, Building 31, Oil Extraction Plant 4, Wanzhuang Petroleum Base, Guangyang District, Langfang City, Hebei
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly established and valid existing under the PRC laws. Party A and Beijing BHD Petroleum Technology Co., Ltd. (“BHD”) owned by the Pledgor have entered into the Exclusive Consulting and Service Agreement on July 10, 2025 (the “Service Agreement”). |
| 2. | The Pledgor holds 85.9270% equity interest of BHD, which is a limited liability company duly established and valid existing in Beijing under the PRC laws. |
| 3. | In order to ensure the consulting and service fee that Party A could collect from BHD, pursuant to the Service Agreement, the Pledgor is willing to pledge all of its equity interest in BHD, to the Pledgee as a security for such consulting and service fees. |
NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:
Article 1 Definitions
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”) inBHD, 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 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 Consulting and Service Agreement entered into by and between BHD and Party A on July 10, 2025. |
| 1 |
| 1.6 | Default refers to any event enumerated in Article 7 hereof. |
| 1.7 | Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement. |
Article 2 Pledge
| 2.1 | Party B agrees to pledge all of its equity in BHD to the pledgee (equivalent to RMB 95474408.00) as collateral for the technical consulting service fee (equivalent to RMB 95474408.00) that BHD shall pay 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
| 3.1 | The Rate of Pledge: |
The Rate of Pledge shall be 100% under this Agreement.
| 3.2 | The Term of Pledge |
| 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 Hanfor Beijing. |
| 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 BHD fails to pay exclusive consulting and service fees in accordance with the Service Agreement. |
Article 4 Possession of Pledge Documents
| 4.1 | During the pledge period stipulated in this agreement, the pledgor shall deliver to the pledgee for safekeeping the equity contribution certificate of BHD and the shareholder register recording the pledge right. The pledgor shall deliver the above-mentioned equity contribution certificate and shareholder register to the pledgee within one week from the date of signing this agreement. The pledgee shall keep these items in custody throughout the entire pledge period specified in this agreement. For the avoidance of doubt, if the failure of BHD to provide the capital contribution certificate and shareholder register to the pledgor results in the pledgor being unable to deliver such information to the pledgee in accordance with the provisions of this article, it shall not be considered a breach of contract by the pledgor. |
Article 5 Representations and Warranties of Party B
| 5.1 | Party B is the lawful holder of the Equity Interest. |
| 2 |
| 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 fulfilling the "Exclusive Equity Purchase Right Contract" signed by the pledgor, pledgee, and BHD, without the prior written consent of the pledgee or its designated party, the equity shall not be transferred, and no guarantee or other debt burden shall be established or allowed to exist on the equity; |
| 6.1.2 | Comply with and implement laws and regulation with respect to 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 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. |
| 3 |
Article 7 Default
| 7.1 | The events enumerated below shall be deemed as default: |
| 7.1.1 | BHD fails to make full payments of the exclusive 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 | The heir or trustee of BHD can only partially or refuse to fulfill the payment obligations under the service agreement. |
| 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 | Without the written consent of the pledgee, the pledgor shall not transfer the essential rights and the equity of BHD owned by it until all consulting service fees and other expenses mentioned in the service agreement have been fully repaid; |
| 8.2 | The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge. |
| 8.3 | The pledgee shall have the right to receive priority compensation in accordance with applicable laws from the proceeds or profits obtained from the auction or sale of all or part of the pledged equity under this contract, until the outstanding technical consulting and service fees and all other payable amounts under the service agreement are settled; |
| 4 |
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. |
Article 10 Termination
| 10.1 | After the consulting service fees and other expenses under the service agreement are fully repaid, and BHD no longer assumes any obligations under the service agreement, this agreement shall automatically terminate. At the earliest reasonable and feasible time, the pledgee shall cancel or release the pledge of the pledged equity under this agreement, and cooperate with the pledgor to cancel the registration of the equity pledge made in the shareholder register of BHD and handle the cancellation registration procedures of the equity pledge with the relevant industrial and commercial administrative department. |
Article 11 Formalities Fees and Other Expenses
| 11.1 | The pledgee shall be responsible for the expenses and actual expenditures related to the industrial and commercial equity pledge procedures; |
| 11.2 | The pledgee and the pledgor shall each bear the stamp duty and other taxes related to this agreement. |
Article 12 Force Majeure
| 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 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. |
| 5 |
Article 13 Dispute Settlement
| 13.1 | This Agreement shall be governed by and construed in all respects in accordance with the PRC laws(Excluding Hong Kong, Macau, and Taiwan regions). |
| 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. |
Article 14 Notices
| 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. |
Article 15 Appendix
| 15.1 | The Appendix of this Agreement as attached hereto is parts of this Agreement. |
Article 16 Effectiveness
| 16.1 | This agreement is made in quadruplicate, with the pledgor, pledgee, and BHD each holding one copy, and the other copy for industrial and commercial registration and filing, all of which have equal legal effect. Any modifications, supplements, or changes to this agreement must be in writing, signed or stamped by all parties, and registered with the government in accordance with regulations before taking effect. |
Article 17 Scope of equity coverage
The rights, obligations, and commitments stipulated under this agreement apply to the equity of BHD currently held by Party B, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of BHD due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
| 6 |
Article 18 Abolition of old agreement
This agreement will immediately replace and invalidate the Amended and Restated Equity Pledge Agreement signed by both parties in April 2019 and January 2024 as of the effective date.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
| 7 |
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company Seal:
Party B: Guang Qiang, Chen
Sign: /s/ Guangqiang Chen
| 8 |
APPENDIX
| 1. | The register of the shareholders of BHD |
| 2. | The Exclusive Consulting and Service Agreement. |
| 9 |
Exhibit 10.12
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
THIS AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT （“Agreement”）is entered into by and between the following parties on July 10, 2025.
Pledgee: Recon Hengda Technology (Beijing) Co, Ltd (“Party A”)
Registered Address: Room 602, 6th Floor, Building 1, Courtyard 1, Shui'an South Street, Chaoyang District, Beijing
Pledgor: Shenping Yin (“Party B”)
Registered Address: Room 506, No. 177-4 Lvling Road, Huli District, Xiamen City, Fujian
WHEREAS:
| 1. | Party A is a wholly foreign-owned enterprise duly established and valid existing under the PRC laws. Party A and Beijing BHD Petroleum Technology Co., Ltd. (BHD) owned by the Pledgor have entered into the Exclusive Consulting and Service Agreement on July 10, 2025 (the “Service Agreement”). |
| 2. | The Pledgor holds 10.00% equity interest of BHD, which is a limited liability company duly established and valid existing in Beijing under the PRC laws. |
| 3. | In order to ensure the consulting and service fee that Party A could collect from BHD, pursuant to the Service Agreement, the Pledgor is willing to pledge all of its equity interest in BHD, to the Pledgee as a security for such consulting and service fees. |
NOW THEREFORE, through mutual negotiations, the Parties hereto agree as follows:
Article 1 Definitions
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”) inBHD, 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 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 Consulting and Service Agreement entered into by and between BHD and Party A on July 10, 2025. |
| 1.6 | Default refers to any event enumerated in Article 7 hereof. |
| 1.7 | Notice of Default refers to the notice of default issued by the Pledgee in accordance with this Agreement. |
1
Article 2 Pledge
| 2.1 | Party B agrees to pledge all of its equity in BHD to the pledgee (equivalent to RMB 95474408.00) as collateral for the technical consulting service fee (equivalent to RMB95474408.00) that BHD shall pay 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
| 3.1 | The Rate of Pledge: |
The Rate of Pledge shall be 100% under this Agreement.
| 3.2 | The Term of Pledge |
| 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 Hanfor Beijing. |
| 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 BHD fails to pay exclusive consulting and service fees in accordance with the Service Agreement. |
Article 4 Possession of Pledge Documents
| 4.1 | During the pledge period stipulated in this agreement, the pledgor shall deliver to the pledgee for safekeeping the equity contribution certificate of BHD and the shareholder register recording the pledge right. The pledgor shall deliver the above-mentioned equity contribution certificate and shareholder register to the pledgee within one week from the date of signing this agreement. The pledgee shall keep these items in custody throughout the entire pledge period specified in this agreement. For the avoidance of doubt, if the failure of BHD to provide the capital contribution certificate and shareholder register to the pledgor results in the pledgor being unable to deliver such information to the pledgee in accordance with the provisions of this article, it shall not be considered a breach of contract by the pledgor. |
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. |
2
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 fulfilling the "Exclusive Equity Purchase Right Contract" signed by the pledgor, pledgee, and BHD, without the prior written consent of the pledgee or its designated party, the equity shall not be transferred, and no guarantee or other debt burden shall be established or allowed to exist on the equity; |
| 6.1.2 | Comply with and implement laws and regulation with respect to 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 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. |
3
Article 7 Default
| 7.1 | The events enumerated below shall be deemed as default: |
| 7.1.1 | BHD fails to make full payments of the exclusive 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 | The heir or trustee of BHD can only partially or refuse to fulfill the payment obligations under the service agreement. |
| 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 events listed in Article 7.1 have been satisfactorily resolved to the satisfaction of the pledgee within 30 natural days from the date of notification by the pledgee, the pledgee may, at any time after the occurrence of the default events by the pledgor, issue a written notice to the pledgee requesting the disposal of the pledge in accordance with the provisions of Article 8 of this Agreement. |
Article 8 Rights of the Pledgee
| 8.1 | Without the written consent of the pledgee, the pledgor shall not transfer the essential rights and the equity of BHD owned by it until all consulting service fees and other expenses mentioned in the service agreement have been fully repaid; |
| 8.2 | The Pledgee shall serve the Notice of Default on the Pledgor when exercises the right of pledge. |
| 8.3 | The pledgee shall have the right to receive priority compensation in accordance with applicable laws from the proceeds or profits obtained from the auction or sale of all or part of the pledged equity under this contract, until the outstanding technical consulting and service fees and all other payable amounts under the service agreement are settled; |
4
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. |
Article 10 Termination
| 10.1 | After the consulting service fees and other expenses under the service agreement are fully repaid, and BHD no longer assumes any obligations under the service agreement, this agreement shall automatically terminate. At the earliest reasonable and feasible time, the pledgee shall cancel or release the pledge of the pledged equity under this agreement, and cooperate with the pledgor to cancel the registration of the equity pledge made in the shareholder register of BHD and handle the cancellation registration procedures of the equity pledge with the relevant industrial and commercial administrative department. |
Article 11 Formalities Fees and Other Expenses
| 11.1 | The pledgee shall be responsible for the expenses and actual expenditures related to the industrial and commercial equity pledge procedures; |
| 11.2 | The pledgee and the pledgor shall each bear the stamp duty and other taxes related to this agreement. |
Article 12 Force Majeure
| 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. |
5
Article 13 Dispute Settlement
| 13.1 | This Agreement shall be governed by and construed in all respects in accordance with the PRC laws(Excluding Hong Kong, Macau, and Taiwan regions). |
| 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. |
Article 14 Notices
| 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. |
Article 15 Appendix
| 15.1 | The Appendix of this Agreement as attached hereto is parts of this Agreement. |
Article 16 Effectiveness
| 16.1 | This agreement is made in quadruplicate, with the pledgor, pledgee, and BHD each holding one copy, and the other copy for industrial and commercial registration and filing, all of which have equal legal effect. Any modifications, supplements, or changes to this agreement must be in writing, signed or stamped by all parties, and registered with the government in accordance with regulations before taking effect. |
Article 17 Scope of equity coverage
The rights, obligations, and commitments stipulated under this agreement apply to the equity of BHD currently held by Party B, as well as all equity actually acquired or held by Party B during its continuous tenure as a shareholder of BHD due to capital increase, dilution, or other means. If Party B partially transfers its equity, the transferred portion shall no longer be subject to this agreement, and its remaining shareholding shall continue to be applicable.
Article 18 Abolition of old agreement
This agreement will immediately replace and invalidate the Equity Pledge Agreement signed by both parties in April 2019 and January 2024 as of the effective date.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
6
This page is the signing page of this Amended and Restated 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/ Guangqiang Chen
Company Seal:
Party B: Shenping Yin
| Sign: | /s/ Shenping Yin |
7
APPENDIX
| 1. | The register of the shareholders of BHD |
| 2. | The Exclusive Consulting and Service Agreement. |
8
Exhbit 10.13
Amended and Restated Power of Attorney
I, the undersigned, Dong Lin, Li, Chinese nationality, ID number of 132903196312249814, hold 3.7704% equity interest in Beijing (BHD) Petroleum Technology Co., Ltd (“BHD”), hereby irrevocably authorize Recon Hengda Technology (Beijing) Co., Ltd. ("Recon BJ") to exercise the following rights with respect to the equity of the client within the validity period of this Power of Attorney:
I, the undersigned, exclusively authorize Recon BJ 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 BHD 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 BHD, 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 BHD on my behalf.
Recon BJ 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 BJ 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 our equity interest in BHD conducted by Recon BJ shall be deemed as the acts of me. All documents executed by Recon BJ shall be deemed as executed by me, I shall acknowledge such documents.
Recon BJ is entitled to assign all rights under this Power of Attorney. Recon BJ 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 BJ 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 BHD and shall come into effect as of the date set forth below.
1
During the term of this Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with Recon BJ in advance.
The rights, obligations, and commitments stipulated in this power of attorney apply to the equity of BHD currently held by the principal, as well as all equity actually acquired or held by the principal during the period of continuing to serve as a shareholder of BHD due to capital increase, dilution, or other means. If the principal partially transfers the equity, the transferred portion shall no longer be subject to this agreement, and the remaining shareholding shall continue to be applicable.
This Power of Attorney immediately replaces and abolishes the Power of Attorney signed by both parties in 2019 as of the effective date.
This authorization letter is in duplicate, with the principal and Recon BJ each holding one copy, and has equal legal effect.
| Sign: | /s/ Donglin Li |
Date: July 10, 2025
2
Exhibit 10.14
Amended and Restated Power of Attorney
I, the undersigned, Shenping Yin, Chinese nationality, ID number of 320113196912054853, hold 10.00% equity interest in Beijing BHD Petroleum Technology Co., Ltd (“BHD”), hereby irrevocably authorize Recon Hengda Technology (Beijing) Co., Ltd. ("Recon BJ") to exercise the following rights with respect to the equity of the client within the validity period of this Power of Attorney:
I, the undersigned, exclusively authorize Recon BJ 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 BHD 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 BHD, 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 BHD on my behalf.
Recon BJ 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 BJ 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 our equity interest in BHD conducted by Recon BJ shall be deemed as the acts of me. All documents executed by Recon BJ shall be deemed as executed by me, I shall acknowledge such documents.
Recon BJ is entitled to assign all rights under this Power of Attorney. Recon BJ 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 BJ 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 BHD and shall come into effect as of the date set forth below.
1
During the term of this Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with Recon BJ in advance.
The rights, obligations, and commitments stipulated in this power of attorney apply to the equity of BHD currently held by the principal, as well as all equity actually acquired or held by the principal during the period of continuing to serve as a shareholder of BHD due to capital increase, dilution, or other means. If the principal partially transfers the equity, the transferred portion shall no longer be subject to this agreement, and the remaining shareholding shall continue to be applicable.
This Power of Attorney immediately replaces and abolishes the Power of Attorney signed by both parties in 2019 as of the effective date.
This authorization letter is in duplicate, with the principal and Recon BJ each holding one copy, and has equal legal effect.
| Sign: | /s/ Shenping Yin |
Date: July 10, 2025
2
Exhibit 10.15
Amended and Restated Power of Attorney
I, the undersigned, Guangqiang Chen, Chinese nationality, ID number of 132903196307299817, hold 85.9270% equity interest in Beijing BHD Petroleum Technology Co., Ltd (“BHD”), hereby irrevocably authorize Recon Hengda Technology (Beijing) Co., Ltd. ("Recon BJ") to exercise the following rights with respect to the equity of the client within the validity period of this Power of Attorney:
I, the undersigned, exclusively authorize Recon BJ 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 BHD 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 BHD, 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 BHD on my behalf.
Recon BJ 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 BJ 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 our equity interest in BHD conducted by Recon BJ shall be deemed as the acts of me. All documents executed by Recon BJ shall be deemed as executed by me, I shall acknowledge such documents.
Recon BJ is entitled to assign all rights under this Power of Attorney. Recon BJ 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 BJ 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 BHD and shall come into effect as of the date set forth below.
1
During the term of this Power of Attorney, in the event that I intend to perform the rights hereunder, I shall negotiate with Recon BJ in advance.
The rights, obligations, and commitments stipulated in this power of attorney apply to the equity of BHD currently held by the principal, as well as all equity actually acquired or held by the principal during the period of continuing to serve as a shareholder of BHD due to capital increase, dilution, or other means. If the principal partially transfers the equity, the transferred portion shall no longer be subject to this agreement, and the remaining shareholding shall continue to be applicable.
This Power of Attorney immediately replaces and abolishes the Power of Attorney signed by both parties in 2019 as of the effective date.
This authorization letter is in duplicate, with the principal and Recon BJ each holding one copy, and has equal legal effect.
| Sign: | /s/ Guangqiang Chen |
Date: July 10, 2025
2