United States securities and exchange commission logo





                              August 23, 2021

       Liu Jia
       Chief Financial Officer
       Recon Technology, Ltd
       Room 601, 1 Shui   an South Street
       Chaoyang District, Beijing, 100012
       People   s Republic of China

                                                        Re: Recon Technology,
Ltd
                                                            Registration
Statement on Form F-3
                                                            Filed July 9, 2021
                                                            File No. 333-257806

       Dear Ms. Jia:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 filed July 9, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries and
through contractual arrangements with a variable interest entity
                                                        (VIE) based in China
and that this structure involves unique risks to investors. Explain
                                                        whether the VIE
structure is used to replicate foreign investment in Chinese-based
                                                        companies where Chinese
law prohibits direct foreign investment in the operating
                                                        companies, and disclose
that investors may never directly hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
                                                        authorities could
disallow this structure, which would likely result in a material change in
 Liu Jia
Recon Technology, Ltd
August 23, 2021
Page 2
         your operations and/or value of your ordinary shares, including that
it could cause the
         value of such securities to significantly decline or become worthless.
Provide a cross-
         reference to your detailed discussion of risks facing the company and
the offering as a
         result of this structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your ordinary shares or could significantly limit
or completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in
         which investors are purchasing their interest.
Prospectus Summary, page 4

4.     We note your disclosure at page 4 that the company uses a structure that
involves a VIE
       based in China. Disclose clearly in your prospectus summary what that
entails and
       provide early in the summary a diagram of the company   s corporate
structure, including
       who the equity ownership interests are of each entity. Describe all
contracts and
       arrangements through which you purport to obtain economic rights and
exercise control
       that results in consolidation of the VIE   s operations and financial
results into your
       financial statements. Identify clearly the entity in which investors are
purchasing their
       interest and the entity(ies) in which the company   s operations are
conducted. Describe the
       relevant contractual agreements between the entities and how this type
of corporate
       structure may affect investors and the value of their investment,
including how and why
       the contractual arrangements may be less effective than direct ownership
and that the
       company may incur substantial costs to enforce the terms of the
arrangements. Disclose
       the uncertainties regarding the status of the rights of the Cayman
Islands holding company
FirstName LastNameLiu Jia
       with respect to its contractual arrangements with the VIE, its founders
and owners, and the
Comapany    NameRecon
       challenges         Technology,
                   the company          Ltd enforcing these contractual
agreements due to
                                 may face
Augustuncertainties
        23, 2021 Page under
                        2 Chinese law and jurisdictional limits.
FirstName LastName
 Liu Jia
FirstName  LastNameLiu
Recon Technology,  Ltd Jia
Comapany
August  23, NameRecon
            2021        Technology, Ltd
August
Page  3 23, 2021 Page 3
FirstName LastName
5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your ordinary shares. Acknowledge any risks that any actions by the
Chinese government
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
6.       Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the
         CSRC, CAC or any other entity that is required to approve of the VIE
s operations, and
         state affirmatively whether you have received all requisite
permissions and whether any
         permissions have been denied.
7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
 Liu Jia
FirstName  LastNameLiu
Recon Technology,  Ltd Jia
Comapany
August  23, NameRecon
            2021        Technology, Ltd
August
Page  4 23, 2021 Page 4
FirstName LastName
8.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form condensed
consolidating schedule -
         depicting the financial position, cash flows and results of operations
for the parent, the
         consolidated variable interest entities, and any eliminating
adjustments separately - as of
         the same dates and for the same periods for which audited consolidated
financial
         statements are required. Highlight the financial statement information
related to the
         variable interest entity and parent, so an investor may evaluate the
nature of assets held
         by, and the operations of, entities apart from the variable interest
entity, which includes
         the cash held and transferred among entities.
9.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
         securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
         your disclosure to so state.
Risk Factors, page 12

10.      We note your disclosure at page 12 in your annual report on Form 20-F
for the period
         ended June 30, 2020 that    there are substantial uncertainties
regarding the interpretation
         and application of PRC laws and regulations, including, but not
limited to, the laws and
         regulations governing [y]our business, and the enforcement and
performance of [y]our
         contractual arrangements with the Domestic Companies and their
shareholders.    Revise
         your risk factors to acknowledge that if the PRC government determines
that the
         contractual arrangements constituting part of your VIE structure do
not comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         shares may decline in value or become worthless if you are unable to
assert your
         contractual control rights over the assets of your PRC subsidiaries
that conduct all or
         substantially all of your operations.
11.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your ordinary shares.
Also, given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
12.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
 Liu Jia
Recon Technology, Ltd
August 23, 2021
Page 5

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Loan
Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.



                                                           Sincerely,
FirstName LastNameLiu Jia
                                                           Division of
Corporation Finance
Comapany NameRecon Technology, Ltd
                                                           Office of Energy &
Transportation
August 23, 2021 Page 5
cc:       Xiaoqin Li
FirstName LastName