SecProbe.io

Mail Stop 4628
May 19, 2016

Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Room 1902, Building C, King Long International Mansion
No. 9 Fulin Road, Beijing 100107
People’s Republic of China

Re:  Recon Technology, Ltd.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 2, 2016
  File No. 001-34409

Dear Ms. Liu:

We have reviewed  your response s to our comment letter and have the following
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 these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to these  comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our March 8, 2016 letter .

Summary of Information Related to Proposal 3 and Proposal 4

At that time, Interests of Directors and Executive O fficers in the Transactions, page 22

1. We have considered your revisions in response to prior comment 1.  Please also
update the revised Q&A disclosure on page 5 to highlight Mr. Chen’s involvement
with QHHY contemporaneous  with the b oard’s decision to both initiate and pursue
this business combination, inclu ding disclosure to clarify whether  Mr. Chen disposed
of his interests in QHHY after negotiations had already begun.  Additionally, describe
Mr. Chen’s role with QHHY subsequent to th e disposition of his stock holdings.

Liu Jia
Recon Technology, Ltd.
May 19, 2016
Page 2

 Proposal 3:  To Approve and Adopt the Share Purchase Agreement and The Transactions
Contemplated Thereby

Background, page 24

2. Your revised disclosure on page 23 states that Mr. Chen had been a major shareholder
of QHHY and felt that he was qualified to provide you guidance on the potential
acquisition.  You further state that the relation ships  and arrangements were disclosed
to the board of directors.  Please supplement your disclosure in this section to
describe the bo ard’s considerations, if any, of Mr. Chen’s active role in QHHY, in
both evaluating the transaction as well as reaching its recommendation.  In your
revised discussion, please explain whether you considered such arrangement to be a
negative or positive fac tor in your consideration.

3. We also note your revised disclosure in this section regarding the valuation expert in
response to prior comment 2.  Please explain how the decision was made to retain
AVA and also discuss your past relationship , if any, to such party .  Also, you indicate
that AVA is entitled to additional compensation for subsequent valuations post -
closing.  Please also revise to discuss the variance in such consideration.  Refer to
Items 1015(b)(4) and (5) of Regulation M -A.

4. Revised disclosures on page 24  related to  the valuation  report prepared by AVA
include  various projections regarding QHHY’s projected growth and profit margin.
Please revise to disclose the material assumptions and estimates on which the
projections were based.

Anticipated Accounting Treatm ent, page 26

5. We note your  respon se to prior comment 3 acknowledging that direct costs incurred
in conjunct ion with your acquisition of QH HY should be recognized as expenses in
the period incurred to comply with GAAP.   Please revise your disclosures on  page 23
accordingly, as these continue to indicate that such costs will be allocated to tangible
and intangible assets and liabilities along with the purchase price.

Annex B – QHHY Financial Statements

Note 13 – Pro Forma Financial Information, page F-17

6. Please update the historical interim financial statements and pro forma financial
information to comply with Rule 8 -08 and Rule 8 -05 of Regulation S -X.

7. We note yo ur response to prior comment 6 clarifying that you do not expect to make
any adjustme nts to the book values of the assets and liabilities nor recognize any
intangible assets other than goodwill in accounting for the QHHY acquisition.   As
previously requested, please indicate your method of determining that book values
equate to the fair va lues of the property and equipment, and the reasons you would
not recognize any identifiable intangible assets such as customer lists.

Liu Jia
Recon Technology, Ltd.
May 19, 2016
Page 3

You may contact John Cannarella, Staff Accountant, at (202 ) 551 -3337 or Karl
Hiller, Accounting Branch Chief, at (20 2) 551 -3686 if you have questions regarding
comments on the financial statements and related matters.   Please contact Jerard Gibson,
Staff Attorney, at (202) 551 -3473  or, in his absence, me at (202) 551 -3642 with any other
questions.

Sincerely,

/s/ Loan  Lauren P. Nguyen

Loan  Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources

cc: Sarah Williams
Ellenoff Grossman & Schole LLP