SecProbe.io

CORRESP
 1
 filename1.htm

 Room 601, No. 1 Shui'an South Street, Chaoyang
District

 Beijing 100012, People's Republic of China

 January 12, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Recon Technology, Ltd (CIK 0001442620)

 Registration Statement on Form F-3

 File No. 333-292540

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Recon Technology, Ltd (the "Registrant")
hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on January 14, 2026, or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles, P.C. at (804) 771.5725
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Recon Technology, Ltd

 By:
 /s/ Shenping Yin

 Shenping Yin

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 9, 2026

Shenping Yin
Chief Executive Officer
Recon Technology, Ltd
Room 601, No. 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 January 2, 2026
 File No. 333-292540
Dear Shenping Yin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Anthony W. Basch, Esq., of Kaufman & Canoles, P.C.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Room 601, No. 1 Shui'an South Street, Chaoyang
District

 Beijing 100012, People's Republic of China

 January 9, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Recon Technology, Ltd (CIK 0001442620)

 Registration Statement on Form F-3

 File No. 333-292540

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

Recon Technology, Ltd hereby withdraws its original request that the above-captioned registration statement (the "Registration Statement")
be declared effective at 4:30 p.m., Eastern Time, on Monday, January 12, 2026.

 Please feel free to direct any questions or comments
concerning this request to our U.S. legal counsel, Anthony W. Basch of Kaufman & Canoles, P.C.

 Very truly yours,

 Recon Technology, Ltd

 By:
 /s/ Shenping Yin

 Shenping Yin

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Room 601, No. 1 Shui’an South Street, Chaoyang
District

 Beijing 100012, People’s Republic of China

 January 8, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Recon Technology, Ltd (CIK 0001442620)

 Registration Statement on Form F-3

 File No. 333-292540

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Recon Technology, Ltd (the “Registrant”)
hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on January 12, 2026, or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles, P.C. at (804) 771.5725
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Recon Technology, Ltd

 By:
 /s/ Shenping Yin

 Shenping Yin

 Chief Executive Officer

March 4, 2025
Yin Shenping
Chief Executive Officer
Recon Technology, Ltd
Room 601, No. 1 Shui’an South Street
Chaoyang District , Beijing 100012
People’s Republic of China
Re:Recon Technology, Ltd
Form 20-F for the Fiscal Year ended June 30, 2024
Filed October 30, 2024
File No. 001-34409
Dear Yin Shenping:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

Room 601, No. 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

February 21, 2025

Robert Babula

John Cannarella

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Form 20-F for the Fiscal Year ended June 30, 2024

    File No. 001-34409

Dear Mr. Babula and Mr. Cannarella:

In response to the comments set forth in your letter dated February
14, 2025, we are writing to supply additional information on the Form 20-F for the fiscal year ended June 30, 2024.

Form 20-F for the Fiscal Year ended June 30, 2024

Note 6 – Loans to Third Parties, page F-23

1. We understand from your disclosure that
your loans to third parties are mainly used for short-term funding to support your external business partners, and bear interest ranging
from 6 to 15.6 percent. We note that you had 209 million RMB of loans to third parties as of June 30, 2024, which appears to have required
a material

deployment of capital, and we see that you
had 23 million RMB of interest income during 2024, which had a material impact on your statement of operations.

Please address the following points.

 · Identify
and describe your relationships with such external business partners, to include clarifying whether these are suppliers, customers, or
serve in some other capacity, explain your reasons for providing the funding, and clarify the extent to which the balance relates to
each category of partners.

      1

 · With
regard to any short-term funding provided to customers, please explain to us how this arrangement has been considered in evaluating the
recoverability of accounts receivable and estimating the allowance for doubtful accounts.

Response: From fiscal 2021 to fiscal 2024,
the Company raised in excess of $50 million through a series of private placement and registered direct offerings. The net proceeds from
these offerings were initially held in the Company’s bank checking accounts, as they had not yet been allocated to specific projects
or retained for future projects. In order to optimize the return on these otherwise idle funds, the Company strategically deployed a portion
of its capital through short-term loans to creditworthy third parties. This resulted in the generation of additional interest income for
the Company, and all the while, maintaining liquidity and minimizing risk exposure.

The Company’s external partners subject
to such lending fall into three distinct categories:

 · Fully Independent Third Parties: These are arm’s-length
transactions with unrelated entities, primarily in high-margin sectors such as supply chain finance. Such transactions require regular
review and approval by the Company’s board of directors.

 · Customers/Suppliers: Loans to certain long-term
partners are provided to strengthen long-term commercial relationships and support their working capital needs. Such transactions require
regular review and approval by the Company’s board of directors.

 · Strategic Partner: This partner is an entity
currently collaborating with the Company on an ongoing long-term industrial park operation project, which aligns with our strategic focus
on sustainable infrastructure development. Loans to these partners carry an interest rate of 6% and are tied to milestone-based agreements.
Such financial transactions are not a frequent occurrence, and each one requires the special approval of the Company’s board of
directors.

The Company holds no equity ownership or controlling interest in any
of these partners.

As of June 30, 2024, the outstanding loan balance of RMB208.9
million is allocated as follows:

    Partner Category
    Percentage
    Interest Rate
    Note

    Fully Independent Third Parties
    94.4%

    6%–12%

    (except for a RMB2 million loan bearing a monthly
    rate of 1.3%)

    With a focus on securing short-term interest income, investments are made in selected companies from supply chain finance and high-margin emerging industries. These companies possess strong liquidity and can afford relatively substantial financing cost.

    Strategic Partner
    3.8%
    6%
    The short-term loan is used to supplement the partner’s working capital. The Company is negotiating with the partner on the methods and amounts of cooperation for the future construction and development of an industrial park project and has a full understanding of the specific situation of the project and its future cash flow generating ability. The funds and interest are recoverable.

    Customers
    1.8%
    8%
    Unsecured; supports customer’s working capital needs.

      2

Loans to fully independent third parties and customers and suppliers
are typically repaid within 12 months and are classified as current assets.

With respect to loans to customers and suppliers,
because the industry in which the Company operates is capital intensive and therefore always high demands for advance payments for working
capital, the Company from time to time will lend money to or borrow money from suppliers or customers for short-term working capital.
During fiscal year 2024, the Company collaborated with a customer to jointly serve an oil company and participated in certain projects
together. This customer has a strong ability to secure orders and often subcontracts a portion of these orders to the Company. In order
to support the working capital needs of the customer, the Company granted an unsecured loan of RMB3.6 million, taking into account the
customer’s longstanding operational track record and positive reputation in the local markets. As of the reporting date, the loan
was outstanding and not yet due.

With regard to the short-term funding provided
to the customer, the Company generally evaluates the amount and term of the loan, as well as what the Company has known about the customer’s
income, business history and creditworthiness. As the amount of this short-term loan is well below the average income level of the customer
and the ongoing contracts that the customer has, we believe that the principal and interest on this loan will be recovered on a timely
basis and the Company has not provided for any allowance for this amount.

The Company’s interest income of RMB23 million
for FY2024 was mainly derived from three sources: (1) 30.6% (RMB7.0 million) from low-risk bank deposits and structured financial instruments,
reflecting the temporary placement of capital awaiting project deployment; (2) 68.6% (RMB15.7 million) from loans to fully independent
third parties in high-margin sectors at interest rates ranging from 6% to 12%. The majority of this interest income is in line with the
Company’s strong growth in fundraising and its strategy to generate incremental returns on idle capital during the pre-approval
phase of its new chemical recycling projects, while maintaining liquidity and mitigating risk through rigorous credit assessment and collateral
requirements; and (3) 0.6% (RMB0.14 million) from short-term unsecured loans to a customer in support of joint services to some oil industry
client.

*******

      3

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

      4

February 14, 2025
Yin Shenping
Chief Executive Officer
Recon Technology, Ltd
Room 601, No. 1 Shui’an South Street
Chaoyang District , Beijing 100012
People’s Republic of China
Re:Recon Technology, Ltd
Form 20-F for the Fiscal Year ended June 30, 2024
Filed October 30, 2024
File No. 001-34409
Dear Yin Shenping:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year ended June 30, 2024
Note 6 - Loans to Third Parties, page F-23
We understand from your disclosure that your loans to third parties are mainly used
for short-term funding to support your external business partners, and bear interest
ranging from 6 to 15.6 percent.  We note that you had 209 million RMB of loans to
third parties as of June 30, 2024, which appears to have required a material
deployment of capital, and we see that you had 23 million RMB of interest income
during 2024, which had a material impact on your statement of operations.

Please address the following points.

•Identify and describe your relationships with such external business partners, to
include clarifying whether these are suppliers, customers, or serve in some other
capacity, explain your reasons for providing the funding, and clarify the extent to
which the balance relates to each category of partners. 1.

February 14, 2025
Page 2

•With regard to any short-term funding provided to customers, please explain to
us how this arrangement has been considered in evaluating the recoverability of
accounts receivable and estimating the allowance for doubtful accounts.

            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.
            Please contact Robert Babula at 202-551-3339 or John Cannarella at 202-551-3337 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
June 21, 2024
Liu Jia
Chief Financial Officer
Recon Technology, Ltd
Room 601, No. 1 Shui’an South Street
Chaoyang District, Beijing 100012
People’s Republic of China
Re:Recon Technology, Ltd
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 30, 2023
File No. 001-34409
Dear Liu Jia:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Room 601, No. 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

June 18, 2024

Karl Hiller

Yong Kim

Jenifer Gallagher

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 2 on Form 20-F (the “Amendment”)

    File No. 333-271547

Dear Mr. Hiller, Ms. Kim and Ms. Gallagher:

We are writing to clarify and to supply supplemental
information to staff and to our investors on our Amendment No. 2 on our Annual Report on Form 20-F relative to our earnings per share
and weighted average calculations identified on pages F-4, F-5 and F-20.

Explanation of the Number of Class A Ordinary Shares Outstanding
Following the 2024 Reverse Split

On March 29, 2024, the Company’s shareholders approved the reverse
shares split of the Company’s Class A Ordinary Shares at the ratio of one-for-eighteen with the market effective date of May 1,
2024 (the “2024 Reverse Split”). Although the reverse shares split did not apply to our Class B Ordinary Shares, the value
and dividend rights of each Class B Ordinary Share were reduced on a one-eighteenth (1/18) ratio following approval of the Fourth Amended
and Restated Memorandum and Articles of Association by the Company’s shareholders.

Prior to the 2024 Reverse Split, the number of Class A and Class B
Ordinary Shares outstanding for fiscal years ended June 30, 2021, 2022, and 2023 are as follows:

Before the 2024 Reverse Split:

    2021
    2022
    2023

    Shares outstanding (Class A Ordinary Shares)
      26,868,391
      29,700,718
      40,528,218

    Shares outstanding (Class B Ordinary Shares)
      —
      4,100,000
      7,100,000

Following the 2024 Reverse Split, our Class A
and Class B Ordinary Shares outstanding are as follows:

    2021
    2022
    2023

    Shares outstanding (Class A Ordinary Shares)*
      1,547,415
      1,704,766
      2,306,295

    Shares outstanding (Class B Ordinary Shares)**
      —
      4,100,000
      7,100,000

*The number of Class A Ordinary Shares issued and outstanding was retroactively
restated on a 1-for-18 reverse stock split basis. Because fractional shares are not permitted, round-up shares were issued.

**The Class B Ordinary Shares’ number and voting power were not
subjected to the reverse stock split; however, the price value and dividend right of each Class B Ordinary Share are convertible to 1/18
of one Class A Ordinary Share.

Specifically, the changes of Class A Ordinary
Shares outstanding are explained as follows:

    2021
    2022
    2023

    Shares outstanding (Class A Ordinary Shares) in
    the Form 20-F filed on October 30, 2023
      26,868,391
      29,700,718
      40,528,218

    Shares by dividing 18 (reverse split ratio)
      1,492,688
      1,650,039
      2,251,568

    Shares outstanding (Class A Ordinary Shares) in Amendment No. 2 on Form 20-F filed on May 24, 2024
      1,547,415
      1,704,766
      2,306,295

    Difference
      54,727
      54,727
      54,727

Because fractional shares are not permitted, and to complete the 2024
Reverse Split, the Depository Trust Company (the “DTC”) requested the Company’s transfer agent to issue 54,727 round-up
Class A Ordinary Shares.

Explanation for Calculations of the Weighted-average
Number of Ordinary Shares Outstanding

The weighted-average number of Class A and Class
B Ordinary Shares for fiscal years ended June 30, 2021, 2022, and 2023 are as follows:

Before the 2024 Reverse Split:

    2021
    2022
    2023

    Weighted-Average Shares outstanding (Class A Ordinary Shares)*
      12,697,024
      28,038,616
      28,935,441

    Weighted-Average Shares outstanding (Class B Ordinary Shares)*
      —
      1,963,836
      4,987,671

    Total
      12,697,024
      30,002,452
      33,923,112

*To present the calculation results more clearly,
we have broken down the weighted average number of Ordinary Shares outstanding disclosed in the Form 20-F filed on October 30, 2023, by
detailing the weighted average number of shares for both Class A and Class B Ordinary Shares.

Right after the 2024 Reverse Split, our weighted-average numbers of
Class A Ordinary Shares outstanding and Class B Ordinary Shares outstanding used for EPS calculation are as follows:

    2021
    2022
    2023

    Weighted-Average Shares outstanding (Class A Ordinary Shares)
      760,116
      1,612,427
      1,880,065

    Weighted-Average Shares outstanding used for EPS calculation (Class B Ordinary Shares)
      —
      109,102
      277,093

    Total
      760,116
      1,721,529
      2,157,158

The calculations for the weighted-average number of Class A Ordinary
Shares outstanding are further explained as follows:

    2021
    2022
    2023

    Weighted-average number of Class A Ordinary Shares outstanding – basic and diluted, in Form 20-F filed on October 30, 2023
      12,697,024
      28,038,616
      28,935,441

    Shares by dividing 18 (reverse split ratio)
      705,389
      1,557,700
      1,607,524

    Weighted-average number of Class A Ordinary Shares outstanding – basic and diluted, in Amendment No.2 on Form 20-F filed on May 24, 2024
      760,116
      1,612,427
      1,880,065

    Difference
      54,727
      54,727
      272,541

For fiscal years 2021, 2022 and 2023, the common difference was identified
to be the 54,727 round-up Class A Ordinary shares issued following the 2024 Reverse Split since fractional shares were not permitted.

For fiscal year ended June 30, 2023, the Company
also corrected a weighted-average number of Class A Ordinary Shares outstanding which is accurately disclosed in the Amendment No. 2 on
the Form 20-F, resulting in a difference of 217,814 shares. Adding up the 54,727 round-up Class A Ordinary Shares, the difference of weighted
average number of Class A ordinary shares is 272,541 for the fiscal year 2023.

The calculations for the weighted-average
number of Class B Ordinary Shares outstanding and used in EPS calculation are explained as follows:

    2021
    2022
    2023

    Weighted-average number of Class B Ordinary Shares outstanding – basic and diluted, in Form 20-F filed on October 30, 2023
      —
      1,963,836
      4,987,671

    Shares by dividing 18 (reverse split ratio)
      —
      109,102
      277,093

    Weighted-average number of Class B Ordinary Shares converted and used in EPS calculation – basic and diluted, in Amendment No. 2 on Form 20-F filed on May 24, 2024*
      —
      109,102
      277,093

    Difference
      —
      —
      —

*The weighted average number of Class B Ordinary
Shares outstanding and number used for EPS calculation in Amendment No. 2 on Form 20-F filed on May 24, 2024 has been retrospectively
adjusted and converted by a ratio of 1/18 to reflect the actual dividend rate of Class B Ordinary Share after the 2024 Reverse Split.

Accordingly, the basic and diluted earnings per
share for the years ended June 30, 2021, 2022 and 2023 are retrospectively disclosed as follows:

    For the years ended June 30,

    2021
    2022
    2023
    2023

    RMB
    RMB
    RMB
    US Dollars

    Numerator:

    Net income (loss) attributable to Recon Technology, Ltd
    ¥ (22,832,734 )
    ¥ 95,586,795
    ¥ (59,167,301 )
    $ (8,159,544 )

    Denominator:

    Weighted-average number of ordinary shares outstanding – basic
      760,116
      1,721,529
      2,157,158
      2,157,158

    Class A Ordinary Shares
      760,116
      1,612,427
      1,880,065
      1,880,065

    Class B Ordinary Shares (after 1/18)
      —
      109,102
      277,093
      277,093

    Weighted-average number of ordinary shares outstanding – diluted
      760,116
      1,721,529
      2,157,158
      2,157,158

    Earnings (loss) per share – basic and diluted
    ¥ (30.04 )
    ¥ 55.52
    ¥ (27.43 )
    $ (3.78 )

EPS Accounting and Disclosure

On April 5, 2021, the Company’s shareholders
approved (i) a special resolution that the authorized share capital of the Company be amended from US$1,850,000 divided into 20,000,000
Ordinary Shares of a nominal or par value of US$0.0925 each, to US$15,725,000 divided into 150,000,000 Class A Ordinary Shares of a nominal
or par value of US$0.0925 each, and 20,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0925 each. The only difference
between Class A Ordinary Share and Class B Ordinary Share is the voting right. Holders of Class A Ordinary Shares and Class B Ordinary
Shares have the same dividend rights and terms of dividend payment.

ASC 260 Earnings (loss) per share (“EPS”)
addresses the calculation, presentation, and disclosure of EPS. Basic EPS is computed by dividing net income (loss) by the weighted average
number of Ordinary Shares outstanding. Diluted EPS is computed by dividing net income (loss) by the weighted-average number of Ordinary
Shares and dilutive potential Ordinary Share equivalents outstanding. Potentially dilutive Ordinary Shares consist of Ordinary Shares
issuable upon the conversion of ordinary share options, restricted shares and warrants (using the treasury share method). In calculating
Basic EPS and Diluted EPS, only issued common stock or potential common stock shall be considered. ASC 260-10-20 defines common stock
as “stock that is subordinate to all other stock of the issuer.” Both Class A Ordinary Shares and Class B Ordinary Shares
of the Company are common stocks, according to the Fourth Amended and Restated M&A of the Company. The Company respectfully advises
to the Staff that because the Class B ordinary shares’ attribution of earnings is the same as for Class A ordinary shares, the Company
believes it only has one class of common stock and all stock participates in dividends, if declared, equally. Thus, the denominator used
in the calculation of the Company’s EPS is the weighted average number of Class A and Class B Ordinary Shares outstanding before
the 2024 Reverse Split.

Upon the 2024 Reverse Split, the Company’s
Class A ordinary shares were revsersed at the ratio of one-for-eighteen with the market effective date of May 1, 2024, while the reverse
shares split did not apply to Class B ordinary shares, but the value and dividend rights of each Class B ordinary share were reduced on
a one-eighteenth (1/18) ratio .

According to ASC 260-10-55-12, if the number of
common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split,
the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect that change in capital
structure.

The Company further clarifies to the Staff that
the economic rights and obligations are applied equally to both the Class A ordinary share and Class B ordinary shares before and after
the 2024 Reverse Split. Therefore, the Company’s ordinary shares represent one single type of securities because they have the same
economic rights and seniority over liquidation preference. This is consistent with the Company’s interpretation of what represents
a different class of participating securities pursuant to ASC 260-10-45-59A which states:

The capital structures of some entities
include:

    a.
    Securities that may participate in dividends with common stocks according to a predetermined formula (for example, two for one) with, at times, an upper limit on the extent of participation (for example, up to, but not beyond, a specified amount per share)

    b.
    A class of common stock with different dividend rates from those of another class of common stock but without prior or senior rights.

Under ASC 260-10-45-59A, entities with capital
structures that include a class of common stock with dividend rates that differ from those of another class of common stock, but without
prior or senior rights, should apply the two-class method of calculating EPS.

Given
the fact that the “2024 Reverse Split” only affected the outstanding number of the Company’s Class A Ordinary Shares,
the number of Class A Ordinary Shares outstanding had been retroactively restated for the 1-for-18 reverse stock split. While the Class
B Ordinary Shares’ number and voting power were not subjected to the 2024 Reverse Split, according to the Company’s Fourth
Amended and Restated M&A and Articles of Association, “each Class B Ordinary Share entitles its holder the right to convert
it into one eighteenth (1/18) of a Class A Ordinary Share at any time. Correspondingly, each one eighteenth (1/18) of a share of Class
B Ordinary Share has dividend rights equivalent to the one share of Class A Ordinary Share”. This difference in dividend right for
each Class A Ordinary Share and Class B Ordinary Share is not the case ruled in ASC 260-10-45-59A with different dividend rate
or predetermined formula. In addition, (a) since becoming public, the Company has never declared a dividend, and (b) if a dividend were
declared, the Board of Directors would intend to make sure the dividends were properly allocated among the Class A Ordinary Shares and
Class B Ordinary Shares to give effect to the 1/18 ratio. The Company believes that all of these treatments are designed to ensure that
the dividend rights and the dividend rate are the same with that for Class A and Class B Ordinary Shares. Thus, the ASC 260-10-45-59A
is not applicable to the Company. To calculate EPS equally for all ordinary shares, the Company use the sum of the weighted average number
of Class A Ordinary Shares outstanding and one-eighteenth of the weighted average number of Class B Ordinary Shares outstanding as the
denominator.

We hope our explanations are informative to staff
and to our investors, and provide clarity to staff’s satisfaction of our submission of the Amendment. Please do not hesitate to
contact me or Anthony W. Basch, Esq. (tel.: (804) 771-5725), if you have any questions or require any additional materials.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

Exhibit: Calculation/Movements
of shares outstanding

The following table shows the number of Class
A and Class B Ordinary Shares outstanding and the calculation process for the weighted average number of Ordinary Shares for the fiscal
years ended June 30, 2021, 2022, and 2023.

WEIGHTED-AVERAGE NUMBER OF CLASS A ORDINARY SHARES OUTSTANDING-2021

    For the years ended June 30, 2021

    Period of time

    Number of days

    Number of Class A

Ordinary Shares

outstanding

    Weighted-average number of

Class A Ordinary Shares

outstanding – basic and diluted

    2020-7-1
    2020-12-9

    162

    454,883

    201,893

    2020-12-10
    2020-12-10

    1

    480,810

    1,317

    2020-12-11
    2020-12-16

    6

    500,100

    8,221

    2020-12-17
    2021-1-24

    39

    522,322

    55,810

    2021-1-25
    2021-1-27

    3

    1,039,841

    8,547

    2021-1-28
    2021-2-8

    12

    1,050,322

    34,531

    2021-2-9
    2021-2-9

    1

    1,061,989

    2,910

    2021-2-10
    2021-2-11

    2

    1,064,211

    5,831

    2021-2-12
    2021-2-16

    5

    1,066,989

    14,616

    2021-2-17
    2021-2-17

    1

    1,072,440

    2,938

    2021-2-18
    2021-3-24

    35

    1,074,384

    103,023

    2021-3-25
    2021-3-25

    1

    1,098,674

    3,010

    2021-3-26
    2021-4-7

    13

    1,103,118

    39,289

    2021-4-8
    2021-4-20

    13

    1,112,112

    39,609

    2021-4-21
    2021-4-21

    1

    1,121,556

    3,073

    2021-4-22
    2021-6-2

    42

    1,121,834

    129,088

    2021-6-3
    2021-6-13

    11

    1,139,409

    34,338

    2021-6-14
    2021-6-30

    17

    1,547,415

    72,072

    Total weighted-average number of Class A Ordinary Shares outstanding*

    760,116

*The final calculation result for the weighted average number of shares
will be r

CORRESP
1
filename1.htm

Room 601, No. 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

May 24, 2024

Yong Kim

Jenifer Gallagher

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 2 on Form 20-F (the “Amendment”)

    File No. 333-271547

Dear Ms. Kim and Ms. Gallagher:

We are writing to clarify and to supply supplemental
information to staff on our Amendment No. 2 on our Annual Report on Form 20-F relative to (1) the recently effected one-for-eighteen reverse
shares split of our Class A ordinary shares, and (2) the comments presented by the staff in its comment letter dated April 11, 2024 (the
 “Comment Letter”). We are concurrently filing our Amendment. The Amendment is being filed to amend Items 3, 6, 7, 10, 16,
18, and 19 in the Form 20-F.

On March 29, 2024, the Company’s shareholders
approved to effect a reverse shares split of the Company’s Class A ordinary shares at the ratio of one-for-eighteen with the market
effective date of May 1, 2024 (the “2024 Reverse Split”). The reverse shares split did not apply to our Class B ordinary shares.

Because of the 2024 Reverse Split, the Company,
its financial advisors, and auditors prepared new financial statements for the fiscal year ended June 30, 2023 with retroactive presentation
of the 2024 Reverse Split in accordance with the U.S. Generally Accepted Accounting Principles, ASC 260 (Earnings Per Share) and ASC 505
(Equity). Thus, the Company’s current auditor, Enrome LLP performed audit procedures under current and relevant rules, regulations
and statutes. In addition to the financial statements for the fiscal year ended June 30, 2023, we have amended Items 3, 6 and 7 to present
retroactive treatment to relevant numeric figures in accordance to the 2024 Reverse Split. We have also amended Item 10 to disclose the
newly filed Fourth Amended and Restated Memorandum and Articles of Association and certain capital changes (including the approval of
the one-for-eighteen reverse stock split) at our recent annual general meeting of the shareholders.

Previously, we had submitted draft consents from
Friedman LLP and from Enrome LLP based on staff’s second comment in its Comment Letter. At that time, both consents contained language
to update with more current financial information (using incorporation-by-reference) to our previously filed Registration Statement on
Form F-1 (File No. 333-271547), to include the consolidated financial statements that will be filed in our Amendment No. 2 to Form 20-F
for the fiscal year ended June 30, 2023.

    1

We have made the following changes in the enclosed
Amendment: Enrome LLP’s and Friedman LLP’s consents incorporate-by-reference to our previously filed and currently effective
Registration Statement on Form F-3 (File No. 333-257806) (the “Resale F-3”) and Amendment No. 1 to Form F-3 (File No. 333-268657)
(the “Shelf F-3”) to update with our audited financial statements for the fiscal year ended June 30, 2023.

The purpose of the Form F-1 (File No. 333-271547),
filed on May 1, 2023 and as amended on May 26, 2023, was to cover the resale of certain Class A ordinary shares underlying warrants from
a private placement and registered direct offering with certain institutional investors in a successful transaction which closed on March
17, 2023 (the “Resale F-1”). On December 14, 2023, we entered into warrant purchase agreements with institutional investors
(the “Warrant Repurchase”) and repurchased all of the warrants under the Resale F-1. As a result, the Resale F-1 need not
maintain its effectiveness.

Conversely, the above-referenced Resale F-3 and
Shelf F-3 are currently effective and permit forward-looking incorporation-by-reference under General Instructions for Item 6 of the Form
F-3 and Rule 439 (§230.439) regarding consent to use material incorporated by reference. Our Shelf F-3 has only been partially used
and remains available for future transactions and the Resale F-3 has remaining warrant shares registered for resale because certain investors
did not participate during the Warrant Repurchase. Because we need to maintain the effectiveness for both the Shelf F-3 and Resale F-3,
we have updated the audited financial information for the fiscal year ended June 30, 2023 as presented in our current Annual Report on
Form 20-F by incorporation by reference through our current auditor Enrome LLP’s consent.

We hope our explanations are informative to staff and to our investors,
and provide clarity to staff’s satisfaction of our submission of the Amendment. Please do not hesitate to contact me or Anthony
W. Basch, Esq. (tel.: (804) 771-5725), if you have any questions or require any additional materials.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

    2

CORRESP
1
filename1.htm

Room 601, No. 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

April 26, 2024

Yong Kim

Jenifer Gallagher

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Draft Amendment No. 2 on Form 20-F

    File No. 333-271547

Dear Ms. Kim and Ms. Gallagher:

In response to the comments set forth in your letter dated April 11,
2024, we are writing to supply additional information and to indicate the changes we have made in the concurrently EDGAR filed relevant
portions of the draft Amendment No. 2 on Form 20-F (the “Amendment”). This correspondence also confirms the verbal extension
with Staff for submission to April 26, 2024. Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless
otherwise defined herein.

Form 20-F for the Fiscal Year ended June 30, 2023

Item 16C. Principal Accountant Fees and Services, page 101

1. We have read your response to prior comment
3, which includes various revisions to the amounts previously reported as audit and audit-related fees, and a description of the audit-related
fees indicating these were paid to your auditors for reviews of your interim financial information and documents filed with the SEC. However,
you have not provided an explanation for the numerical changes and the audit-related fees that you describe would ordinarily need to be
reported in the category for audit fees.

We encourage you to read the guidance on categorization
of fees that resides in the seventh and eight paragraphs of Section II.H of SEC Release 33-8183, issued January 28, 2003. The following
is a brief summary of that guidance.

 · Audit
Fees - fees for services normally provided in connection with statutory and regulatory filings or engagements, including services necessary
to perform an audit or review in accordance with GAAS, and services that generally only the independent accountant reasonably can provide,
such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC.

      1

 · Audit
Related Fees - fees for assurance and related services traditionally performed by the independent accountant, such as employee benefit
plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions,
internal control reviews, attest services not required by statue or regulation, and consultations on financial accounting and reporting
standards.

Please revisit and revise your classification
of fees consistent with the guidance above and provide us with a description of the composition of the audit fees, for each firm and period,
as to the amounts pertaining to the annual audit, and separately for interim reviews, specifying the particular interim periods, and other
services.

Given your disclosures indicating you paid
Friedman $285,000 for audit and audit-related services pertaining to your 2022 fiscal year, and paid Friedman, Marcum Asia, and Enrome
combined, $450,000 for similar work pertaining to your 2023 fiscal year, tell us how your rationale of being concerned about costs, for
the decision to change auditors in the midst of the audit, reconciles with the approximate 58% increase in fees. If there were incremental
reasons for your decision to change auditors in the midst of the audit, please include details of those circumstances along with your
reply.

As you indicate the fees paid to Marcum Asia
were contractual and based on the extent of audit progress until dismissal, please further clarify whether the fees for the audit planning
and three weeks of field work were based on rates and hours, a percentage applied to a total contractual cost, or other factors. Tell
us your expectation for the total cost of the Marcum Asia audit, had the firm not been dismissed, based on the engagement letter.

Response: We have revised the classification of our fees under
Item 16C on Form 20-F in accordance with the guidance of Section II.H. set out in SEC Release 33-8183. We have revised all audit-related
fees as audit fees and added fees charged for other reviews and related services that were not previously included in our disclosures.
Enclosed is the relevant portion of our revised Item 16C. of the draft Amendment responsive to Staff’s comment herein for Staff’s
review.

We provided you with a detailed description of the composition of the
audit fees, for each firm and period as below:

    Fiscal year 2022

    Friedman

    Marcum Asia

    Subtotal

    Enrome

    Annual Audit Fees*

    $
    219,600

    $
    -

    $
    219,600

    $
    -

    Interim Review Fees**

    65,400

    -

    65,400

    -

    Other services and Fees***

    10,000

          -　

    10,000

    -

    Total

    $
    295,000

    $
    -

    $
    295,000

    $
    -

    Fiscal year 2023

    Friedman

    Marcum Asia

    Subtotal

    Enrome

    Annual Audit Fees*

    $
    -

    $
    200,100

    $
    200,100

    $
    171,000

    Interim Review Fees**

    -

    66,950

    66,950

    -

    Other services and Fees****

    25,000

    72,100

    97,100

    -

    Total

    $
    25,000

    $
    339,150

    $
    364,150

    $
    171,000

*
Includes annual audit service fee, firm’s administrative fee and out-of-pocket expenses.

** Includes interim review service fee and firm’s
administrative fee.

*** Includes $10,000 for the issuance of the firm’s
consent for our Registration Statement on Form F-3 during fiscal year 2022.

**** Includes $25,000 for the issuance of consent
for our Registration Statement on Form F-3, $20,600 for the issuance of the firm’s consent for our Registration Statement on Form
F-1, and $51,500 for the issuance of consent for our Registration Statement on Form 20-F.

      2

Following Friedman’s merger with Marcum
Asia and starting February 2023, we observed increased fees relative to the annual audit, review of registration files and consent services.
We also anticipated that related fees regarding Marcum Asia’s issuances of its consents would continue to increase in the future.

The actual amount billed by Marcum Asia for fiscal
year 2023 is reflected in the above-referenced table which was derived from our engagement letter in accordance with their fee schedule
and the additional fees charged by Marcum Asia for works relative to issuances of their consent as of the date of the issuance of our
fiscal year ended 2023 financial statements and Annual Report on Form 20-F. Marcum Asia’s engagement letter states the fee schedule
as follows, in relevant part: “With respect to the audit of financial statements, we require a retainer of $50,000. Our invoices
for the balance of the audit fees will be rendered periodically as follows; $120,000 plus out-of-pocket expense will be due midway through
the audit field work (among $60,000 would be due by July 31, 2023 and remaining $60,000 would be due by August 31, 2023) and the remaining
balance $60,000 plus out-of-pocket expense are due upon the earlier of completion of our audit prior to the issuance of our report on
September 30, 2023.” Based on the engagement letter and actual costs incurred from Marcum Asia, the Company was billed $123,300
for the audit of fiscal year 2023 which included three weeks of fieldwork by Marcum Asia staff before the dismissal, and $76,800 was billed
to the Company following the dismissal for services rendered by Marcum Asia for service rendered during fiscal year 2023 audit period.
Additionally, the Company was billed $51,500 for the issuance of consent by Marcum Asia as predecessor auditor for the Company’s
Annual Report on Form 20-F for fiscal year 2023.

If Marcum Asia had not been dismissed, in accordance to the engagement
letter, the Company would have had to pay another $60,000 plus out-of-pocket expenses for its annual audit service fees. Thus, if we had
not terminated Marcum Asia, and based on the actual annual audit fees incurred during fiscal 2023, we would have been projected to
pay $260,100 in audit fees for fiscal year 2023, or an increase of at least $40,500, or nearly 18%, compared to the fees incurred
in fiscal year 2022.

The Company’s audit committee and the board
of directors carefully deliberated and decided to terminate and replace Marcum Asia in line with management’s cost contaiment measures.
The engagement letter between the Company and Enrome agreed to $170,000 for the fiscal year 2023 annual audit services plus $1,000 out-of-pocket
expense, and $20,000 for the fiscal year 2024 interim review service. With Enrome, we effectively reduced our annual audit fees and interim
review fees. In addition, we expect other services and fees to be reduced based on our frequent disclosure of service requirements. We
expect to be able to contain our costs to within $250,000 per year. Accordingly, we determined that we will be able to achieve management’s
identified cost containment measures long term despite the elevated costs we have endured during the transition between audit firms.

Item 19 Exhibits

Exhibit 15.1, page 106

2. We note that in response to prior comment
6 you provided draft consents from both Friedman and Enrome to be filed as exhibits to an amended Form 20-F. However, while the draft
consent from Friedman appears to generally conform to your circumstances, the draft consent from Enrome states that the firm consents
to the use of its audit report dated October 27, 2023 by incorporation by reference “in this Registration Statement on Form

20-F” and consents to be named as experts
in the same Registration Statement.

      3

We understand that your intention is to update
with more current financial information (using incorporation-by-reference) your previously filed Registration Statement on Form F-1 (File
No. 333-271547), rather than a registration statement on Form 20-F, to include the consolidated financial statements that will be filed
in your Amendment No. 2 to Form 20-F for the fiscal year ended June 30, 2023, accompanied by the October 27, 2023 audit report from Enrome
(and the October 28, 2022 audit report from Friedman).

Please coordinate with Enrome to obtain a consent
that is consistent with the requirements of your registration statement on Form F-1, and with regard to the firms audit opinion that will
be included in Amendment No. 2 to your Form 20-F, which you will be filing soon.

Response: We enclose for Staff’s
review Enrome’s proposed consent which is consistent with the requirements of our registration statement on Form F-1, and with regard
to the firm’s audit opinion which is included in the Amendment.

*******

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

      4

ITEM 16C.          PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Friedman LLP was appointed by the Company to serve
as its independent registered public accounting firm for fiscal year 2022. Effective September 1, 2022, Friedman combined with Marcum
LLP and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company’s independent
registered public accounting firm through February 1, 2023.

On February 1, 2023, the Audit Committee of the
Company approved the engagement of Marcum Asia to serve as the independent registered public accounting firm for fiscal year 2023. On
August 22, 2023, Marcum Asia has been dismissed by the Audit Committee of the Company before completing the audit of fiscal year 2023.

On August 22, 2023, the Audit Committee of the Company
approved the engagement of Enrome LLP to serve as the independent registered public accounting firm of the Company.

Fees Paid To Independent Registered Public Accounting Firm

Audit
Fees

During fiscal year ended
June 30, 2022, Friedman LLP’s audit fees were $219,600.

During
fiscal year ended June 30, 2023, Friedman LLP’s audit fees were $25,000, and Marcum Asia CPAs LLP’s audit fees were $339,150.
Friedman LLP’s audit fees consisted of service to perform and issuance of consent. Marcum Asia CPAs LLP’s audit fees consisted
of completed planning work and three weeks of field work, services to perform midterm review and consents and assistance with and review
of documents filed with the SEC and related fees. Our decision to dismiss the Marcum Asia CPAs LLP was primarily due to concerns about
cost controls. The fees paid by the Company to Marcum Asia CPAs LLP were based on the contractually agreed fees for the audit progress
until the Company’s dismissal. Enrome LLP’s audit fees were $171,000.

Audit-Related Fees

The Company has not incurred
any audit-related fees from Friedman LLP, Marcum Asia CPAs LLP and Enrome LLP for audit-related services in fiscal years 2022 and 2023.

Tax Fees

The Company has not incurred any tax fees from
Friedman LLP, Marcum Asia CPAs LLP and Enrome LLP for tax services in fiscal years 2023 and 2022.

All Other Fees

The Company has not incurred any other fees from
Friedman LLP, Marcum Asia CPAs LLP and Enrome LLP other fees in fiscal years 2023 and 2022.

CONSENT OF INDEPENDENT
REGISTERED PUBLIC

ACCOUNTING FIRM

We consent to the incorporation
by reference in this Registration Statement on Form F-1 (File No. 333-271547) of our report dated October 27, 2023 with respect to our
audits of the consolidated financial statements of Recon Technology, Ltd and its subsidiaries as of June 30, 2023 and for the year ended
June 30, 2023, which is included in the Annual Report on Amendment No. 2 to Form 20-F, filed with the Securities and Exchange Commission.

We also consent to the
reference to us under the heading “Experts” in such Registration Statement.

/s/ Enrome LLP

Singapore

April **, 2024

United States securities and exchange commission logo
April 11, 2024
Liu Jia
Chief Financial Officer
Recon Technology, Ltd
Room 601, No. 1 Shui’an South Street
Chaoyang District, Beijing 100012
People’s Republic of China
Re:Recon Technology, Ltd
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 30, 2023
Response dated March 22, 2024
File No. 001-34409
Dear Liu Jia:
            We have reviewed your March 22, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our February 28, 2024
letter.
Form 20-F for the Fiscal Year Ended June 30, 2023
Item 16C. Principal Accountant Fees and Services, page 101
1.We have read your response to prior comment 3, which includes various revisions to the
amounts previously reported as audit and audit-related fees, and a description of the audit-
related fees indicating these were paid to your auditors for reviews of your interim
financial information and documents filed with the SEC. However, you have not provided
an explanation for the numerical changes and the audit-related fees that you describe
would ordinarily need to be reported in the category for audit fees.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 11, 2024 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
April 11, 2024
Page 2
We encourage you to read the guidance on categorization of fees that resides in the
seventh and eight paragraphs of Section II.H of SEC Release 33-8183, issued January 28,
2003. The following is a brief summary of that guidance.

•Audit Fees - fees for services normally provided in connection with statutory and
regulatory filings or engagements, including services necessary to perform an audit or
review in accordance with GAAS, and services that generally only the independent
accountant reasonably can provide, such as comfort letters, statutory audits, attest
services, consents and assistance with and review of documents filed with the SEC.

•Audit Related Fees - fees for assurance and related services traditionally performed
by the independent accountant, such as employee benefit plan audits, due diligence
related to mergers and acquisitions, accounting consultations and audits in connection
with acquisitions, internal control reviews, attest services not required by statue or
regulation, and consultations on financial accounting and reporting standards.

Please revisit and revise your classification of fees consistent with the guidance above and
provide us with a description of the composition of the audit fees, for each firm and
period, as to the amounts pertaining to the annual audit, and separately for interim
reviews, specifying the particular interim periods, and other services.

Given your disclosures indicating you paid Friedman $285,000 for audit and audit-related
services pertaining to your 2022 fiscal year, and paid Friedman, Marcum Asia, and
Enrome combined, $450,000 for similar work pertaining to your 2023 fiscal year, tell us
how your rationale of being concerned about costs, for the decision to change auditors in
the midst of the audit, reconciles with the approximate 58% increase in fees. If there were
incremental reasons for your decision to change auditors in the midst of the audit, please
include details of those circumstances along with your reply.

As you indicate the fees paid to Marcum Asia were contractual and based on the extent of
audit progress until dismissal, please further clarify whether the fees for the audit planning
and three weeks of field work were based on rates and hours, a percentage applied to
a total contractual cost, or other factors.  Tell us your expectation for the total cost of the
Marcum Asia audit, had the firm not been dismissed, based on the engagement letter.
Item 19 Exhibits
Exhibit 15.1, page 106
2.We note that in response to prior comment 6 you provided draft consents from both
Friedman and Enrome to be filed as exhibits to an amended Form 20-F.  However, while
the draft consent from Friedman appears to generally conform to your circumstances, the
draft consent from Enrome states that the firm consents to the use of its audit report dated
October 27, 2023 by incorporation by reference "in this Registration Statement on Form
20-F" and consents to be named as experts in the same Registration Statement.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 11, 2024 Page 3
 FirstName LastName
Liu Jia
Recon Technology, Ltd
April 11, 2024
Page 3
We understand that your intention is to update with more current financial information
(using incorporation-by-reference) your previously filed Registration Statement on Form
F-1 (File No. 333-271547), rather than a registration statement on Form 20-F, to include
the consolidated financial statements that will be filed in your Amendment No. 2 to Form
20-F for the fiscal year ended June 30, 2023, accompanied by the October 27, 2023 audit
report from Enrome (and the October 28, 2022 audit report from Friedman).

Please coordinate with Enrome to obtain a consent that is consistent with the requirements
of your registration statement on Form F-1, and with regard to the firms audit opinion that
will be included in Amendment No. 2 to your Form 20-F, which you will be filing soon.
            Please contact Yong Kim at 202-551-3323 or Jenifer Gallagher at 202-551-3706 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Room 601, No. 1 Shui’an South Street,
Chaoyang District

Beijing 100012, People’s Republic of China

March 22, 2024

Yong Kim

Jenifer Gallagher

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Draft Amendment No. 2 on Form 20-F

    File No. 333-271547

Dear Mr. Kim and Ms. Gallagher:

In response to the comments set forth in your
letter dated February 28, 2024, we are writing to supply additional information and to indicate the changes we have made in the enclosed
Draft Amendment No. 2 on Form 20-F (the “Amendment”). By way of this correspondence, we received a verbal extension
to submit our response and the Amendment by March 22, 2024. Capitalized terms used herein shall have the meanings ascribed to them
in the Amendment unless otherwise defined herein. We have also enclosed two redlined copies of the Draft Amendment No. 2 compared
against the Form 20-F filed on October 30, 2023 for your review.

Form 20-F for the Fiscal Year ended June 30, 2023

General

1. We note that you amended your Form 20-F
on December 7, 2023 to include a revised audit opinion and a consent from Enrome LLP, although you did not include the financial
statements. Please note that amendments must set forth the complete text of each Item as amended, and include updated certifications from
your officers, to comply with Rule 12b-15 of Regulation 12B, applicable via General Instruction B to Form 20-F.

Given that financial statements required by
Item 18 of Form 20-F must be audited, your amendment should include both audit opinions and the financial statements, along with
updated officer certifications, and consents from both auditors with regard to the forward incorporation-by-reference in the previously
filed Form F-1.

Based on the observations made in this letter,
your amendment should include all of the information prescribed by Items 3, 16, 18 and 19 of Form 20-F.

    1

We suggest that you submit a draft amendment to the Form 20-F
along with your response letter for review in advance of filing the amendment.

Response:
We acknowledge and appreciate Staff’s comments and offer to review a draft amendment to the Form 20-F along with our response
letter for review. Our draft amendment, which is attached hereto, includes both audit opinions and the financial statements, along with
updated officer certifications, and consents from both auditors, in compliance with Rule 12b-15 of Regulation 12B, applicable via
General Instruction B to Form 20-F.

Item 3.D Risk Factors

Risks Related to Doing Business in China

Our shares may be delisted under the Holding Foreign Companies Accountable
Act..., page 21

2. We note your disclosure indicating that
Enrome LLP is your current auditor, although also indicating that you may regard Onestop Assurance PAC as your auditor, in stating that
this firm “...is subject to PCAOB inspections and the PCAOB is able to inspect our auditor.” You also identify Marcum Asia
CPAs LLP as your predecessor auditor, and indicate that you have included an audit opinion from this auditor "elsewhere in this report"
although the firm appears to have been dismissed prior to competing an audit, and you have an audit opinion from Friedman LLP for 2021
and 2022 on page F-2.

Please modify and expand your disclosures on
page 21 as necessary to clarify (i) the standing of your current auditor relative to PCAOB inspections, (ii) your relationship
with Onestop Assurance PAC, (iii) the shared status of Friedman LLP and Marcum Asia CPAs as predecessor auditors, (iv) that
Friedman LLP issued an audit opinion while Marcum Asia CPAs did not, and (v) the circumstances under which Marcum Asia CPAs LLP was
dismissed as the independent accountant prior to completing the audit for 2023.

Response:
We have revised our disclosure on page [21] to clarify that (i) Enrome LLP is subject to PCAOB inspections and the PCAOB is
able to inspect it; (ii) Onestop Assurance PAC has never been our auditor and its reference has been deleted; (iii) the shared
status of Friedman LLP and Marcum Asia CPAs as predecessor auditors; (iv) that Friedman LLP issued an audit opinion while Marcum
Asia CPAs did not, and (v) that Marcum Asia CPAs LLP’s dismissal was not due to any disagreements with management.

The Company's decision to terminate its former
auditor was based on cost control concerns. In order to better control current and future audit costs and after a comprehensive evaluation,
pursuant to the approval of the Audit Committee of our Board of Directors, the management of the Company made the decision to change the
auditing firm.

    2

Item 16C. Principal Accountant Fees and Services, page 101

3. We note your disclosure indicating you paid
$181,800 in audit fees to Marcum Asia CPAs LLP, and $190,000 in audit fees to Enrome LLP for the same period.

Please describe to us the status of the audit
that was being conducted by Marcum Asia CPAs LLP at the time of the firm being dismissed on August 25, 2023, including your understanding
as to the extent of audit work completed, and the nature of any additional audit work yet to be completed, and explain to us how this
was considered in your decision to dismiss the firm in the midst of the audit, to engage Enrome LLP to commence an entirely new audit
instead. Also explain to us how the audit fees that you paid to Marcum Asia CPAs LLP were determined and how these compare to the audit
fees that would have been due to the firm, had the firm completed the audit.

Please expand your disclosure regarding the
audit-related fees that were incremental to the audit fees paid to Freidman LLP and Enrome LLP, as necessary to describe the nature of
the audit-related services as required by subparagraph (b) of Item 16C.

Response:
By the time the Company dismissed the predecessor, Marcum Asia CPAs LLP (“Marcum Asia”) finished their planning work and performed
three weeks of field work. Our decision to dismiss the Marcum Asia was concern about cost. The fees paid by the Company to the predecessor
auditor were based on the contractually agreed fees for the audit progress until the Company’s dismissal. Audit-related fees include
the aggregate fees incurred for professional services rendered by our auditors for the review of our interim financial information and
review of documents filed with the SEC.

Item 16F. Change in Registrant’s Certifying Accountant, page 102

4. Please reconcile between your disclosure
indicating Enrome LLP was appointed as your independent registered public accounting firm on August 25, 2023, with disclosure in
the Form 6-K that you filed on August 25, 2023, indicating this occurred on August 22, 2023.

Response:
We have revised our disclosure on page 35 to clarify that Enrome LLP was appointed as our independent registered public accounting
firm on August 22, 2023, which is consistent with the disclosure in the Form 6-K filed on August 25, 2023.

    3

5. We note that you provide some disclosure
regarding the change in auditor, from Marcum Asia CPAs LLP to Enrome LLP. However, in describing the circumstances in which this decision
was made, you state that it "...was not the result of any disagreement between the Company and Friedman," referring to another
predecessor accountant.

The reporting criteria in Item 16F(a)(1)(iv) and
(v) covers any differences of opinion, including any disagreements with the former accountant, on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the matter in connection with its audit report.

In other words, the disclosure requirement
pertains to differences of opinion or disagreements having audit report implications, and is thereby not limited to matters that are directly
correlated with dismissal. Please confirm that you have considered and identified any differences of opinions and disagreements meeting
the criteria outlined above in formulating the disclosures that you provide to address these requirements.

Please revise your disclosure as necessary
to cover and distinguish between the change from Friedman LLP to Marcum Asia CPAs LLP, and the change from Marcum Asia CPAs LLP to Enrome
LLP, in providing the information prescribed by Item 16F.

Response:
On February 7, 2023, the Company’s Board of Directors determined and ratified the Audit Committee’s approval of the proposed
appointment of Marcum Asia CPAs LLP (“Marcum Asia”) as the Company’s independent registered public accounting firm.
The services previously provided by Friedman LLP (“Friedman”) are now provided by Marcum Asia. The Company was notified by
Friedman, the Company’s then independent registered public accounting firm, that effective September 1, 2022, Friedman combined
with Marcum LLP and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company’s
independent registered public accounting firm through February 1, 2023. On February 1, 2023, the Audit Committee approved the
engagement of Marcum Asia to serve as the independent registered public accounting firm of the Company. Friedman’s reports on the
consolidated financial statements of the Company for the fiscal years ended June 30, 2022 and 2021 did not contain any adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, scope of accounting principles. During the Company’s
two most recent fiscal years and through February 1, 2022, there were no disagreements with Friedman on any matters of accounting
principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of
Friedman, would have caused Friedman to make reference to such matters in their reports. There were no reportable events (as that term
is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended June 30, 2022 and 2021, or in the subsequent
period through February 1, 2023. The Company provided Friedman with a copy of the forgoing disclosure and requested Friedman to furnish
the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Friedman agrees with the above statements.
A copy of Friedman’s letter, dated February 8, 2023, is filed as Exhibit 16.1 to the Form 6-K filed on February 8,
2023. During the two most recent fiscal years and in the subsequent period through February 1, 2023, the Company has not consulted
with Marcum Asia with respect to the application of accounting principles to a specified transaction, either completed or proposed, or
the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Since the audit opinion was issued by Friedman,
the explanation given by the company when stating the reasons was that there was no disagreement between the Company and Friedman. The
Company's intention was to say that it had no disagreements with Friedman and Marcum Asia.

Item 19 Exhibits

Exhibit 15.1, page 106

6. We note that you included a consent from Friedman LLP at Exhibit 15.1
to the Form 20-F that you filed on October 30, 2023, for incorporation by reference of its October 28, 2022 audit report,
covering your financial statements for the two fiscal years ended June 30, 2022, in the Form F-1 that you originally filed
on May 1, 2023, and amended on May 26, 2023. However, you did not include any similar consent from Enrome LLP, with respect
to your financial statements for the year ended June 30, 2023.

We see that you included a consent from Enrome
LLP at Exhibit 15.2 to the amended Form 20-F that you filed on December 7, 2023, although this consent only covers references
to its October 27, 2023 audit report within the Form 20-F.

    4

Given that you included language in the amended
Form F-1 that incorporates all reports that you subsequently file pursuant to Section 13(a) of the Exchange Act, with certain
exceptions for reports on Form 6-K, you would need to comply with Rule 439 of Regulation C, which requires that you either amend
the Form F-1 to include the consent for material incorporated by reference, or include the consent with the material incorporated
by reference. The consent must clearly indicate the independent accountant consents to any expert references to their firm and inclusion
of their audit report within the registration statement, to comply with Rule 436 of Regulation C.

Please obtain and file a consent from Enrome
LLP that satisfies the requirements outlined above, and an updated consent from Friedman LLP, in connection with the amendment to your
Form 20-F that is required to address the other comments in this letter.

Response:
We have obtained and included a consent from Enrome LLP which satisfies the requirements outlined by this comment, and an updated consent
from Friedman LLP, in connection with the amendment to our Form 20-F.

*******

The Company is hopeful that
the foregoing answers adequately address the Staff’s questions and looks forward to answering any further questions the Staff may
have. You may contact me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company
acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

Enclosure: The Amendment

    5

United States securities and exchange commission logo
February 28, 2024
Liu Jia
Chief Financial Officer
Recon Technology, Ltd
Room 601, No. 1 Shui’an South Street
Chaoyang District, Beijing 100012
People’s Republic of China
Re:Recon Technology, Ltd
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 30, 2023
File No. 001-34409
Dear Liu Jia:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year ended June 30, 2023
General
1.We note that you amended your Form 20-F on December 7, 2023 to include a revised
audit opinion and a consent from Enrome LLP, although you did not include the financial
statements. Please note that amendments must set forth the complete text of each Item as
amended, and include updated certifications from your officers, to comply with Rule 12b-
15 of Regulation 12B, applicable via General Instruction B to Form 20-F.

Given that financial statements required by Item 18 of Form 20-F must be audited,
your amendment should include both audit opinions and the financial statements, along
with updated officer certifications, and consents from both auditors with regard to the
forward incorporation-by-reference in the previously filed Form F-1.

Based on the observations made in this letter, your amendment should include all of the
information prescribed by Items 3, 16, 18 and 19 of Form 20-F.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 28, 2024 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
February 28, 2024
Page 2

We suggest that you submit a draft amendment to the Form 20-F along with your response
letter for review in advance of filing the amendment.
Item 3.D Risk Factors
Risks Related to Doing Business in China
Our shares may be delisted under the Holding Foreign Companies Accountable Act..., page 21
2.We note your disclosure indicating that Enrome LLP is your current auditor, although also
indicating that you may regard Onestop Assurance PAC as your auditor, in stating that
this firm "...is subject to PCAOB inspections and the PCAOB is able to inspect our
auditor.” You also identify Marcum Asia CPAs LLP as your predecessor auditor, and
indicate that you have included an audit opinion from this auditor "elsewhere in this
report" although the firm appears to have been dismissed prior to competing an audit, and
you have an audit opinion from Friedman LLP for 2021 and 2022 on page F-2.

Please modify and expand your disclosures on page 21 as necessary to clarify (i) the
standing of your current auditor relative to PCAOB inspections, (ii) your relationship with
Onestop Assurance PAC, (iii) the shared status of Friedman LLP and Marcum Asia CPAs
as predecessor auditors, (iv) that Friedman LLP issued an audit opinion while Marcum
Asia CPAs did not, and (v) the circumstances under which Marcum Asia CPAs LLP was
dismissed as the independent accountant prior to completing the audit for 2023.
Item 16C. Principal Accountant Fees and Services, page 101
3.We note your disclosure indicating you paid $181,800 in audit fees to Marcum Asia CPAs
LLP, and $190,000 in audit fees to Enrome LLP for the same period.

Please describe to us the status of the audit that was being conducted by Marcum Asia
CPAs LLP at the time of the firm being dismissed on August 25, 2023, including your
understanding as to the extent of audit work completed, and the nature of any additional
audit work yet to be completed, and explain to us how this was considered in your
decision to dismiss the firm in the midst of the audit, to engage Enrome LLP to commence
an entirely new audit instead. Also explain to us how the audit fees that you paid to
Marcum Asia CPAs LLP were determined and how these compare to the audit fees that
would have been due to the firm, had the firm completed the audit.

Please expand your disclosure regarding the audit-related fees that were incremental to the
audit fees paid to Freidman LLP and Enrome LLP, as necessary to describe the nature of
the audit-related services as required by subparagraph (b) of Item 16C.
Item 16F. Change in Registrant's Certifying Accountant, page 102
4.Please reconcile between your disclosure indicating Enrome LLP was appointed as your
independent registered public accounting firm on August 25, 2023, with disclosure in the
Form 6-K that you filed on August 25, 2023, indicating this occurred on August 22, 2023.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 28, 2024 Page 3
 FirstName LastNameLiu Jia
Recon Technology, Ltd
February 28, 2024
Page 3
5.We note that you provide some disclosure regarding the change in auditor, from Marcum
Asia CPAs LLP to Enrome LLP.  However, in describing the circumstances in which this
decision was made, you state that it "...was not the result of any disagreement between the
Company and Friedman," referring to another predecessor accountant.

The reporting criteria in Item 16F(a)(1)(iv) and (v) covers any differences of opinion,
including any disagreements with the former accountant, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure,
which if not resolved to the satisfaction of the former accountant, would have caused it to
make reference to the matter in connection with its audit report.

In other words, the disclosure requirement pertains to differences of opinion or
disagreements having audit report implications, and is thereby not limited to matters that
are directly correlated with dismissal. Please confirm that you have considered and
identified any differences of opinions and disagreements meeting the criteria outlined
above in formulating the disclosures that you provide to address these requirements.

Please revise your disclosure as necessary to cover and distinguish between the change
from Friedman LLP to Marcum Asia CPAs LLP, and the change from Marcum Asia
CPAs LLP to Enrome LLP, in providing the information prescribed by Item 16F.
Item 19 Exhibits
Exhibit 15.1, page 106
6.We note that you included a consent from Friedman LLP at Exhibit 15.1 to the Form 20-F
that you filed on October 30, 2023, for incorporation by reference of its October 28, 2022
audit report, covering your financial statements for the two fiscal years ended June 30,
2022, in the Form F-1 that you originally filed on May 1, 2023, and amended on May 26,
2023.  However, you did not include any similar consent from Enrome LLP, with respect
to your financial statements for the year ended June 30, 2023.

We see that you included a consent from Enrome LLP at Exhibit 15.2 to the amended
Form 20-F that you filed on December 7, 2023, although this consent only covers
references to its October 27, 2023 audit report within the Form 20-F.

Given that you included language in the amended Form F-1 that incorporates all reports
that you subsequently file pursuant to Section 13(a) of the Exchange Act, with certain
exceptions for reports on Form 6-K, you would need to comply with Rule 439 of
Regulation C, which requires that you either amend the Form F-1 to include the consent
for material incorporated by reference, or include the consent with the material
incorporated by reference. The consent must clearly indicate the independent
accountant consents to any expert references to their firm and inclusion of their audit
report within the registration statement, to comply with Rule 436 of Regulation C.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 28, 2024 Page 4
 FirstName LastName
Liu Jia
Recon Technology, Ltd
February 28, 2024
Page 4
Please obtain and file a consent from Enrome LLP that satisfies the requirements outlined
above, and an updated consent from Freidman LLP, in connection with the amendment to
your Form 20-F that is required to address the other comments in this letter.
            In closing, 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.
            Please contact Yong Kim at 202-551-3323 or Jenifer Gallagher at 202-551-3706 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

 Room 601, 1 Shui’an South Street,
Chaoyang District

Beijing, 100012 People’s Republic of China

June 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Recon
Technology, Ltd

Registration Statement on Form F-1

File No. 333-271547

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate action
to cause the above-referenced Registration Statement on Form F-1 to become effective on June 13, 2023, at 4:30 PM Eastern Time, or as
soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this
request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

May 26, 2023

Liz Packebusch, Staff Attorney

Kevin Dougherty

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 1 to Registration Statement on Form F-1

    Filed May 26, 2023

    File No. 333-271547

Dear Ms. Packebusch and Mr. Dougherty:

In response to the comments set forth in your letter dated May 15,
2023, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
to the Registration Statement on Form F-1 (the “Amendment”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 1 compared
against the Registration Statement on Form F-1 filed on May 1, 2023 for your review.

General

 1. We note your cover page disclosure indicating that the CSRC recently published Trial Measures that
impose certain filing requirements for direct and indirect overseas listings and offerings. Please disclose how, if at all, the Trial
Measures apply to this transaction, whether you and relevant parties to this transaction have complied with your obligations under the
Trial Measures, and the risks to investors of noncompliance.

We have revised the
cover page disclosure to explain that in this transaction, on the advice of our PRC counsel, Jingtian & Gongcheng, we are not
required to file with the CSRC until any of the Selling Shareholders exercises the Shares underlying the Warrants. When any of the Selling
Shareholders exercises the Warrants, we will then submit the required filings with the CSRC. Filing the Registration Statement alone,
however, does not trigger a filing with the CSRC because we are registering the Shares underlying the Warrants on behalf of the Selling
Shareholders; therefore, our PRC counsel concluded that such registration of the underlying Shares does not fall within the Trial Administrative
Measures’ definition of “a domestic company seek[ing] to offer securities on overseas markets.” Accordingly, we believe
we complied with our obligations under the Trial Administrative Measures.

In addition, we have
included a new risk factor on page 10 to disclose the risks to investors of noncompliance relative to the Trial Administrative Measures.

*******

    1

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

    2

United States securities and exchange commission logo
May 15, 2023
Jia Liu
Chief Financial Officer
Recon Technology, Ltd
Room 601, Shui’an South Street
Chaoyang District, Beijing, 100012
People’s Republic of China
Re:Recon Technology, Ltd
Registration Statement on Form F-1
Filed May 1, 2023
File No. 333-271547
Dear Jia Liu:
            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-1 filed May 1, 2023
General
1.We note your cover page disclosure indicating that the CSRC recently published Trial
Measures that impose certain filing requirements for direct and indirect overseas listings
and offerings.  Please disclose how, if at all, the Trial Measures apply to this transaction,
whether you and relevant parties to this transaction have complied with your obligations
under the Trial Measures, and the risks to investors of noncompliance.

 FirstName LastNameJia Liu
 Comapany NameRecon Technology, Ltd
 May 15, 2023 Page 2
 FirstName LastName
Jia Liu
Recon Technology, Ltd
May 15, 2023
Page 2
            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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Kevin Dougherty,
Staff Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

 Room 601, 1 Shui’an South Street,
Chaoyang District

Beijing, 100012 People’s Republic of China

January 3, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Recon
Technology, Ltd

Registration Statement on Form F-3

File No. 333-268657

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate action
to cause the above-referenced Registration Statement on Form F-3 to become effective on January 5, 2023, at 4:00 PM Eastern Time, or as
soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this
request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

United States securities and exchange commission logo
December 8, 2022
Shenping Yin
Chief Executive 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 December 2, 2022
File No. 333-268657
Dear Shenping Yin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Anuja Majmudar,
Attorney-Advisor, at (202) 551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing, 100012 People’s Republic of China

September 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    September 28, 2022 Acceleration Request for Registration Statement on Form F-3

    File No. 333-257806

Dear Sir or Madam:

On September 28, 2022, the undersigned requested that the effective
date for above-referenced Registration Statement on Form F-3 be accelerated so that it will be declared effective on September 28, 2022,
at 4:00 PM Eastern Time, or as soon thereafter as is practicable. The undersigned hereby withdraws this request.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

 Room 601, 1 Shui’an South Street,
Chaoyang District

Beijing, 100012 People’s Republic of China

September 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    File No. 333-257806

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate action
to cause the above-referenced Registration Statement on Form F-3 to become effective on September 30, 2022, at 4:00 PM Eastern Time, or
as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this
request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

 Room 601, 1 Shui’an South Street,
Chaoyang District

Beijing, 100012 People’s Republic of China

September 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Recon Technology, Ltd

Registration
Statement on Form F-3

File No. 333-257806

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate action
to cause the above-referenced Registration Statement on Form F-3 to become effective on September 28, 2022, at 4:00 PM Eastern Time, or
as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this
request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

     By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

September 9, 2022

Loan Lauren Nguyen, Legal Branch Chief

Liz Packebusch, Staff Attorney

Karl Hiller, Accounting Branch Chief

John Cannarella, Staff Accountant

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 7 to Registration Statement on Form F-3

    Filed September 9, 2022

    File No. 333-257806

Dear Ms. Nguyen, Ms. Packebusch, Mr. Hiller and Mr. Cannarella:

In response to the comments set forth in your letter dated August 19,
2022, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
7 to the Registration Statement on Form F-3 (the “Amendment 7”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 7 compared
against the Pre-effective Amendment 6 to the Registration Statement on Form F-3 filed on July 29, 2022 for your review.

Prospectus Summary, page 4

 1. We understand from your August 16, 2022 response that while you consider the intercompany payables
of the VIE as monetary liabilities, have adjusted the balances using the current exchange rate pursuant to FASB ASC 830-20-35-2, and are
reporting the adjustments as a component of equity pursuant to FASB ASC 830-20-35- 3(b); you do not consider the corresponding intercompany
receivables to be monetary and are therefore using a historical exchange rate in translating these to the reporting currency.

We do not see how you are able to support the characterization
of the intercompany balances as both monetary and non-monetary within the consolidated entity or how this would obviate the need to apply
the guidance in FASB ASC 830-30-45-3a, which indicates the intercompany receivables would also be translated at the current exchange rate,
and would generally yield amounts that are in agreement with the intercompany payables as expressed in RMB.

    1

In other words, it appears that the intercompany receivables
in the first two columns would be credited, collectively by $5,509,828, while accumulated other comprehensive income in the first two
columns would be debited, collectively by the same amount, which would obviate the need for the $5,509,828 elimination.

Please revise all of your consolidating balance sheet
presentations in a similar fashion, or explain to us why you believe this guidance would not apply to you under the circumstances. If
you have relied upon other authoritative guidance in formulating your view, please identify the specific guidance and explain your rationale.

We have revised throughout
the disclosure accordingly on pages 15-16 and on pages 18-20.

    2

*******

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

    3

United States securities and exchange commission logo
August 19, 2022
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
Amendment No. 6 to Registration Statement on Form F-3
Filed July 29, 2022
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 26, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-3 filed on July 29, 2022
Prospectus Summary , page 4
1.We understand from your August 16, 2022 response that while you consider the
intercompany payables of the VIE as monetary liabilities, have adjusted the
balances using the current exchange rate pursuant to FASB ASC 830-20-35-2, and are
reporting the adjustments as a component of equity pursuant to FASB ASC 830-20-35-
3(b); you do not consider the corresponding intercompany receivables to be monetary and
are therefore using a historical exchange rate in translating these to the reporting currency.

We do not see how you are able to support the characterization of the intercompany

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 August 19, 2022 Page 2
 FirstName LastName
Liu Jia
Recon Technology, Ltd
August 19, 2022
Page 2
balances as both monetary and non-monetary within the consolidated entity or how this
would obviate the need to apply the guidance in FASB ASC 830-30-45-3a, which
indicates the intercompany receivables would also be translated at the current exchange
rate, and would generally yield amounts that are in agreement with the intercompany
payables as expressed in RMB.

In other words, it appears that the intercompany receivables in the first two columns
would be credited, collectively by $5,509,828, while accumulated other comprehensive
income in the first two columns would be debited, collectively by the same amount, which
would obviate the need for the $5,509,828 elimination.

Please revise all of your consolidating balance sheet presentations in a similar fashion, or
explain to us why you believe this guidance would not apply to you under the
circumstances.  If you have relied upon other authoritative guidance in formulating your
view, please identify the specific guidance and explain your rationale.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

August 16, 2022

Loan Lauren Nguyen, Legal Branch Chief

Liz Packebusch, Staff Attorney

Karl Hiller, Accounting Branch Chief

John Cannarella, Staff Accountant

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Current Amendment No. 6 to Registration Statement on Form F-3

    Filed July 29, 2022

    File No. 333-257806

Dear Ms. Nguyen, Ms. Packebusch, Mr. Hiller and Mr. Cannarella:

In response to the comments set forth in your
oral comments dated August 1, 2022, we are supplying additional information relative to our financial statements in the as-filed Pre-effective
Amendment 6 to the Registration Statement on Form F-3 (“Amendment 6”). Capitalized terms used herein shall have the meanings
ascribed to them in Amendment 6 unless otherwise defined herein.

 1. We understand from the current disclosure that the intercompany balances are reflected in the balance
sheets in equity, the appropriate treatment if the Company does not expect those intercompany balances to be repaid in the foreseeable
future. If you expect the intercompany balances to be repaid in the foreseeable future, then the intercompany balances should be reflected
in the income statements as income. Please confirm that in fact the Company does not expect repayment of the intercompany balances in
the foreseeable future.

We confirm that the
intercompany balances are reflected in equity in the balance sheets because the Company does not expect repayment of such intercompany
balances in the foreseeable future. Accordingly, we have added disclosure in Amendment 6 on page 19 to reflect that the Company does not
expect such repayment in the foreseeable future.

 2. We understand from the revised disclosure that you provided on pages 15–18, in response to comment
1 from our letter dated July 26, 2022, that the tabulations on the Selected Condensed Consolidated Balance Sheets and Selected Condensed
Consolidated Statements of Cash Flows for the PRC entities were revised to reflect the changes in the RMB/US Dollar exchange rates. However,
these revised tabulations for the PRC entities do not appear to reflect the offsetting amounts on the Cayman Islands entity column tabulations
on the intercompany receivables. Please revise the corresponding disclosures under the PRC entities and under the Cayman Islands entity
to ensure the intercompany receivables are properly balanced.

      1

We advise the Staff
that the intercompany tabulations on the PRC entities and on the Cayman Islands entity are properly balanced on pages 15–18 of the
current disclosure. To further clarify our current disclosure, we have included, in part, our calculations below to confirm that the tabulations
for the PRC entities are properly offset for the Cayman Islands entity in the disclosure.

On the tabulation denoted Recon Technology, Ltd. (the Cayman
Islands entity), we treat the intercompany balance as an investment as noted in response to comment 1 above. As a result, the inter-company
receivable account has been a non-monetary account ever since our IPO on July 29, 2009, which we have used the historical exchange rate
for translating. On the PRC entities’ tabulation, the intercompany USD payables are measured with the balance date exchange rate.
The differences caused by the different exchange rates were recorded in the inter-company payable account for the first several rounds
of correspondence with the Staff, with the aim to be straightforward for elimination purposes. The  Company
moved the Accumulated Other Comprehensive Income (“AOCI”) amount from equity to the intercompany payable account. The revised
balance sheet in the current disclosure resulted in the Company moving back the exchange rate differences to reflect in equity and including
an explanation on the elimination of AOCI. For illustrative purposes only, we provide the selected tabulations in red
to present how the intercompany balances are balanced in page 15 in the current disclosure.

    As of December 31, 2021

    Recon Technology, Ltd.
 (Cayman Islands)
    Non-VIE
 Subsidiaries
 (Hong Kong and
 PRC)
    VIEs and VIE's
 subsidiaries
 (PRC)
    Eliminations
    Consolidated
 Total **

    (Unaudited)
    (Unaudited)
    (Unaudited)

    (Unaudited)

    Cash
    ¥ 287,893,737
    ¥ 14,118,422
    ¥ 30,851,918
    ¥ -
    ¥ 332,864,077

    Other current assets
      25,824,404
      10,852
      101,672,724
      -
      127,507,980

    Intercompany receivables
      195,310,788
      95,828,083
      -
      (291,138,871 )
      -

    Total current assets
      509,028,929
      109,957,357
      132,524,642
      (291,138,871 )
      460,372,057

    Investments in subsidiaries
      (55,225,497 )*
      -
      -
      55,225,497
      -

    Benefits through VIEs and VIE’s subsidiaries
      -
      (48,060,371 )
      -
      48,060,371
      -

    Other non-current assets
      -
      -
      47,064,634
      -
      47,064,634

    Total non-current assets
      (55,225,497 )
      (48,060,371 )
      47,064,634
      103,285,868
      47,064,634

    Total Assets
      453,803,432
      61,896,986
      179,589,276
      (187,853,003 )
      507,436,691

    Intercompany payables
      -
      116,671,268
      168,957,775
      (285,629,043 )
      -

    Other liabilities and accrued liabilities
      47,656,395
      451,215
      60,739,695
      -
      108,847,305

    Total Liabilities
      47,656,395
      117,122,483
      229,697,470
      (285,629,043 )
      108,847,305

     Class A common stock, $0.0925 U.S. dollar par value, 150,000,000 shares authorized; 7,202,832 shares and 26,868,391 shares issued and outstanding as of June 30, 2020 and June 30, 2021, respectively
      16,524,894

      16,524,894

     Class B common stock, $0.0925 U.S. dollar par value, 20,000,000 shares authorized; no shares issued and outstanding as of June 30, 2020 and June 30, 2021, respectively
      1,474,543

      1,474,543

     Additional paid-in capital
      482,163,636

      4,749,000
      (4,749,000 )
      482,163,636

     Retained earnings
      (91,353,881 )
      (55,374,405 )
      (52,839,443 )
      108,034,868
      (91,353,881 )

     Accumulated other comprehensive income
      (2,811,063 )
      148,908
      5,509,828
      (5,509,828 )
      (2,662,155 )

    Total Shareholders’ Equity **
      406,147,037
      (55,225,497 )
      (42,550,543 )
      97,776,040
      406,147,037

    Non-controlling interests
      -
      -
      (7,557,651 )
      -
      (7,557,651 )

    Total Liabilities and Equity
    ¥ 453,803,432
    ¥ 61,896,986
    ¥ 179,589,276
    ¥ (187,853,003 )
    ¥ 507,436,691

*******

      2

The Company is hopeful that the foregoing answers
adequately address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact
me or the Company’s attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

      3

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

July 29, 2022

Loan Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 6 to Registration Statement on Form F-3

    Filed July 29, 2022

    File No. 333-257806

Dear Ms. Nguyen:

In response to the comments set forth in your letter dated July 26,
2022, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
6 to the Registration Statement on Form F-3 (the “Amendment 6”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 6 compared
against the Pre-effective Amendment 5 to the Registration Statement on Form F-3 filed on July 21, 2022 for your review.

Prospectus Summary, page 4

    1.
    We understand from the revised disclosure that you provided on page 12, in response to prior comment one, that the functional currency of Recon Technology, Ltd. is the US Dollar, while the functional currency of the PRC entities is the RMB, and that the intercompany receivable/payable is denominated in US Dollars. Given that the PRC entities have a US Dollar denominated monetary liability of RMB 174,467,603 as of December 31, 2021, as reported in the tabulation on page 15, please further revise your disclosure to clarify how changes in the RMB/US Dollar exchange rate are reflected in the columns associated with the PRC entities. For example, based on your disclosure stating "Neither we nor the VIEs have present plans to distribute earnings or settle amounts owed under the Contractual Agreements [and] Cash in the VIEs are expected to be retained for business growth and operation," it appears that you would be following the guidance in FASB ASC 830-20-35-3(b), with the effects recorded as a cumulative translation adjustment in equity. Given that you are reporting amounts associated with Recon Technology Ltd. in RMB, which is not its functional currency, we also understand that you would be following the guidance in FASB ASC 830-30-45-12, in presenting these parent company amounts in the tabulations on pages 15 and 16. Please quantify the amount of the cumulative transaction adjustments for the PRC entities and the parent company, as reported in your consolidating schedules.

Response: We have revised throughout the disclosure on pages
15–16 and to include the cumulative translation adjustment in equity information arising from the balance sheet translation.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Exhibits

    2.
    Please obtain and file an updated auditor’s consent with an amendment to your registration statement to comply with Item 601 of Regulation S-K.

Response: We have obtained and filed an updated auditor’s
consent with the Amendment in compliance with Item 601 of Regulation S-K.

*******

The Company is hopeful that the foregoing answers adequately address
the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact me or the Company’s
attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

United States securities and exchange commission logo
July 26, 2022
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
Amendment No. 5 to Registration Statement on Form F-3
Filed July 15, 2022
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 8, 2022 letter.
Amendment No. 5 to Registration Statement Form F-3 filed on July 15, 2022
Prospectus Summary, page 4
1.We understand from the revised disclosure that you provided on page 12, in response to
prior comment one, that the functional currency of Recon Technology, Ltd. is the US
Dollar, while the functional currency of the PRC entities is the RMB, and that the
intercompany receivable/payable is denominated in US Dollars.

Given that the PRC entities have a US Dollar denominated monetary liability of RMB
174,467,603 as of December 31, 2021, as reported in the tabulation on page 15, please
further revise your disclosure to clarify how changes in the RMB/US Dollar exchange rate

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 July 26, 2022 Page 2
 FirstName LastName
Liu Jia
Recon Technology, Ltd
July 26, 2022
Page 2
are reflected in the columns associated with the PRC entities.

For example, based on your disclosure stating "Neither we nor the VIEs have present
plans to distribute earnings or settle amounts owed under the Contractual Agreements
[and] Cash in the VIEs are expected to be retained for business growth and operation," it
appears that you would be following the guidance in FASB ASC 830-20-35-3(b), with the
effects recorded as a cumulative translation adjustment in equity.

Given that you are reporting amounts associated with Recon Technology Ltd. in RMB,
which is not its functional currency, we also understand that you would be following the
guidance in FASB ASC 830-30-45-12, in presenting these parent company amounts in the
tabulations on pages 15 and 16.

Please quantify the amount of the cumulative transaction adjustments for the PRC entities
and the parent company, as reported in your consolidating schedules.
Exhibits
2.Please obtain and file an updated auditor’s consent with an amendment to your
registration statement to comply with Item 601 of Regulation S-K.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

July 15, 2022

Loan Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 5 to Registration Statement on Form F-3

    Filed July 15, 2022

    File No. 333-257806

Dear Ms. Nguyen:

In response to the comments set forth in your letter dated July 8,
2022, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
5 to the Registration Statement on Form F-3 (the “Amendment 5”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 5 compared
against the Pre-effective Amendment 4 to the Registration Statement on Form F-3 filed on June 17, 2022 for your review.

Prospectus Summary, page 4

    1.

    We note that your response to prior comment 8 appears to describe
    rationale for concluding that Recon Technology, Ltd's (a Cayman Island entity) functional currency is the RMB. However, the second sentence
    of the second paragraph of your response indicates that you view the functional currency as the US Dollar, in stating “the day-today
    operations are not dependent on the economic environment of the parent’s functional

    currency, which is the dollar.”

    Please revise the corresponding disclosures added under the heading
    "RMB as the Functional Currency under FASB ASC 830-10-45-4" on page 7 to resolve this apparent inconsistency regarding the functional
    currency of Recon Technology, Ltd, (a Cayman Island entity).

    Please also identify in your disclosures the currency in which the
    intercompany receivable is denominated, and if this receivable is denominated in US Dollars, explain how you account for changes to the
    intercompany receivable balance resulting from US Dollar/RMB exchange rate fluctuations to comply with FASB ASC 830-20-35-2 and 3(b).

    If the intercompany receivable is denominated in RMB, expand your
    disclosure to describe the economic risks to a US investor associated with a RMB denominated intercompany receivable from the Hong Kong/PRC
    based entities, that may arise from changes in the US Dollar/RMB exchange rates.

Response: Our previous response to the prior comment 8 was
meant to explain why management continued to recognize the RMB as the reporting currency. We have revised the disclosure on page 7 to
clarify that our functional currency (as the Cayman Islands holding entity) shall always be the U.S. Dollar, and thus resolved the apparent
inconsistently regarding the Company’s functional currency.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Management
has determined that the intercompany receivable is denominated in U.S. Dollars for several reasons: first, our functional currency
(as the Cayman Islands holding entity) is the U.S. Dollar; and second, the inter-company receivable is ultimately paid in U.S. Dollars.
Although transactions involving the Domestic Companies may involve the RMB from time to time, the transactions are ultimately denominated
in U.S. Dollars to reflect our functional currency . For these reasons, because our functional currency is the U.S. Dollar, and because
the inter-company receivables are ultimately paid in U.S. Dollars, we believe there are no exchange rate fluctuations as the parent company.
We have enhanced our disclosure by adding a sub-section to discuss risks arising from exchange rate fluctuations, which can be found on
page 7. We have also added a new risk factor on pages 34-35 to discuss the same risks from exchange rate fluctuations.

Prospectus Summary, page 7

    2.

    We note your added disclosure in response to prior comment 10, stating
    that the nature of any assets, operations and cash flows that exist or which occur outside of the VIEs are mainly about the daily operations
    of the parent company to maintain the basic functions as a holding entity to realize the control of your subsidiaries and the contractual

    relationship with the VIEs to ensure that the overall company’s
    business objectives are fulfilled. Please enhance your disclosure to specifically describe the basic functions and business objectives
    to which you refer.

Response: We have revised the prospectus summary accordingly
on page 8.

Our basic functions include but not
limited to: 1) research and improve the Company's development strategy based on the Company's industry and market trends; 2) financing,
funding, budgeting and complete oversight of the Company and the VIEs’ safety and efficiencies in the use of funds and assets; and
3) decision-making on major acquisitions.

Our current business objective is to
grow both in scale and revenue. Over the longer term, our objective is to improve our business structure and achieve net profits.

Risk Factors, page 13

    3.
    We note your response to prior comment 16; however, we could not locate the update(s) to your disclosure(s) stating that, "[T]he PCAOB adopted a final rule on September 22, 2021 implementing the HFCA Act. Such final rule, however, remains subject to the SEC’s approval and it remains when the SEC will complete its rulemaking and when such rules will become effective." Please update your disclosures to clarify, for example, that the final rules adopted by the SEC relating to the HFCA Act became effective on January 10, 2022.

Response: We have revised the disclosures
on pages 13 under the risk factor disclosures: “Our shares may be delisted under the Holding Foreign Companies Accountable Act
if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021. Such a lack of inspection could cause trading
in our securities to be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist
our securities. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your
investment” and “The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed
by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging
market companies. These developments could add uncertainties to our future offerings, business operations share price and reputation.”

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised our disclosures to clarify
that the final rules adopted by the SEC relating to the HFCA Act became effective on January 10, 2022.

*******

The Company is hopeful that the foregoing answers adequately address
the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact me or the Company’s
attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

    ·
    The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·
    Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·
    The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

United States securities and exchange commission logo
July 8, 2022
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
Amendment No. 4 to Registration Statement on Form F-3
Filed June 21, 2022
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 1, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed June 21, 2022
Prospectus Summary, page 4
1.We note that your response to prior comment 8 appears to describe rationale for
concluding that Recon Technology, Ltd's (a Cayman Island entity) functional currency is
the RMB.  However, the second sentence of the second paragraph of your response
indicates that you view the functional currency as the US Dollar, in stating "the day-to-
day operations are not dependent on the economic environment of the parent’s functional
currency, which is the dollar."

Please revise the corresponding disclosures added under the heading "RMB as the

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 July 8, 2022 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
July 8, 2022
Page 2
Functional Currency under FASB ASC 830-10-45-4" on page 7 to resolve this apparent
inconsistency regarding the functional currency of Recon Technology, Ltd, (a Cayman
Island entity).

Please also identify in your disclosures the currency in which the intercompany receivable
is denominated, and if this receivable is denominated in US Dollars, explain how you
account for changes to the intercompany receivable balance resulting from  US
Dollar/RMB exchange rate fluctuations to comply with FASB ASC 830-20-35-2 and 3(b).

If the intercompany receivable is denominated in RMB, expand your disclosure to
describe the economic risks to a US investor associated with a RMB denominated
intercompany receivable from the Hong Kong/PRC based entities, that may arise from
changes in the US Dollar/RMB exchange rates.
Prospectus Summary, page 7
2.We note your added disclosure in response to prior comment 10, stating that the nature of
any assets, operations and cash flows that exist or which occur outside of the VIEs are
mainly about the daily operations of the parent company to maintain the basic functions as
a holding entity to realize the control of your subsidiaries and the contractual relationship
with the VIEs to ensure that the overall company’s business objectives are fulfilled. Please
enhance your disclosure to specifically describe the basic functions and business
objectives to which you refer.
Risk Factors, page 13
3.We note your response to prior comment 16; however, we could not locate the update(s)
to your disclosure(s) stating that, "[T]he PCAOB adopted a final rule on September 22,
2021 implementing the HFCA Act. Such final rule, however, remains subject to the SEC’s
approval and it remains when the SEC will complete its rulemaking and when such rules
will become effective." Please update your disclosures to clarify, for example, that the
final rules adopted by the SEC relating to the HFCA Act became effective on January 10,
2022.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 July 8, 2022 Page 3
 FirstName LastName
Liu Jia
Recon Technology, Ltd
July 8, 2022
Page 3
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

June 17, 2022

Loan
Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd

    Amendment No. 4 to Registration Statement on Form F-3

    Filed June 17, 2022

    File No. 333-257806

Dear
Ms. Nguyen:

In response to the comments set forth in your letter dated April 1,
2022, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
4 to the Registration Statement on Form F-3 (the “Amendment 4”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 4 compared
against the Pre-effective Amendment 3 to the Registration Statement on Form F-3 filed on March 11, 2022 for your review.

Cover Page

 1. We note the disclosure that you are a Cayman Islands holding company with operations conducted by your subsidiaries established
in the People’s Republic of China and in Hong Kong, and by your contractual arrangements with variable interest entities, or “VIEs,”
and the VIEs’ subsidiaries located in China. Please revise to disclose prominently on the prospectus cover page that you are not
a Chinese operating company.

Response: We have revised the cover page to prominently state
that we are not a Chinese operating company and that we are a Cayman Islands holding company with operations conducted by our subsidiaries
established in the People’s Republic of China and in Hong Kong, and by our contractual arrangements with VIEs and their subsidiaries
located in China.

 2. We note that you have revised your disclosures at pages 7 and 13 to define and identify the “WFOE.” As requested in
prior comment 1, please similarly revise your cover page disclosure to define and identify the “WFOE.” Please also identify,
on your cover page, the subsidiaries referred to as “our subsidiaries,” here and elsewhere in your filing.

Response: We have revised the cover page disclosure to define
and identify the “WFOE” and also identified the entities referred to as “our subsidiaries.”

 3. We note your response to prior comment 2 and reissue it in part. Please revise to disclose whether and how the Holding Foreign
Companies Accountable Act and related regulations will affect your company. Also revise your cover page to disclose that the United States
Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection
years” from three years to two years, and thus would reduce the time before your securities may be prohibited from trading or delisted.
Please also provide specific cross-references to your risks factor discussing the Holding Companies Accountable Act and Accelerating Holding
Companies Accountable Act.

Response: We have updated the cover page to disclose how
the Holding Foreign Companies Accountable Act and related regulations affect our Company. Additionally, we have revised the cover page
to disclose that the United States Senate had passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus would reduce the time before our securities
may be prohibited from trading or delisted.

    1

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Finally, we have provided the specific cross-references to
our risks factor discussing the Holding Companies Accountable Act and Accelerating Holding Companies Accountable Act, specifically under
 “Risk Factors – Risks Related to Doing Business in China – The recent joint statement by the SEC, proposed rule changes
submitted by NASDAQ, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent
criteria to be applied to emerging market companies. These developments could add uncertainties to our future offerings, business operations
share price and reputation.”

 4. We note your description of how cash is transferred through your organization on the cover page. Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.

Response: We have revised the disclosure accordingly by adding
cross-references to the condensed consolidating schedule and the consolidated financial statements on pages 7-8.

 5. Revise the cover page and throughout to update disclosures related to your recent share prices.

Response: We have updated the cover page and throughout the
disclosures relative to our recent share prices.

Our Corporate Structure, page 7

 6. You include a diagram of your corporate structure on page 7. To ensure balanced disclosure in your organizational diagram, when
describing a VIE relationship in this diagram, please only use dashed lines without arrows.

Response: We have inserted an updated diagram of our corporate
structure under “Our Corporate Structure” to reflect changes relative to using dashed lines without arrows when describing
a VIE relationship in this diagram. A copy of the updated diagram is attached hereto for reference:

    2

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Prospectus Summary, page 7

 7. We note your disclosure in the first paragraph on page 4 having reference to contractual arrangements between you and your subsidiaries,
collectively, and six PRC companies that you identify as the Domestic Companies. However, you identify only one subsidiary, i.e. Recon-BJ,
while using the plural form; and among the Domestic Companies you include Recon-HK and Recon-JN, which no longer exist according to disclosures
in the fifth paragraph on the same page, and you include Recon-IN, which is identified as a subsidiary between you and Recon-BJ in your
organization chart on page 7, rather than an entity which whom you are engaged by contract.

Response: We have revised the disclosure throughout the
filing to clarify that we have two subsidiaries, Recon-BJ and Recon-IN. We have also updated our references to the “Domestic Companies”
as the following VIEs and their subsidiaries: Beijing BHD Petroleum Technology Co., Ltd. (“BHD”), Future Gas Station (Beijing)
Technology, Ltd. (“FGS”), Nanjing Recon Technology Co., Ltd. (“Nanjing Recon”), Gan Su BHD Environmental Technology
Co. Ltd. (“Gan Su BHD”), Huang Hua BHD Petroleum Equipment Manufacturing Co. Ltd. (“HH BHD”), and Qing Hai BHD
New Energy Technology Co. Ltd. (“Qing Hai BHD”). We own equity in our subsidiaries, Recon-BJ and Recon-IN. We have contractual
relationships with the VIEs.

Please revise this disclosure as necessary to more clearly
distinguish between you and your subsidiaries, and the PRC entities which whom you are engaged by contract, also to clarify whether the
contractual arrangements being referenced include FGS, or if the relationship with this entity exists only with the VIEs. Given your disclosure
on page 6, stating that the Domestic Companies collectively own 51% interest of FGS, also revise this disclosure to specify the particular
entities involved and the level of their ownership interests, since you identify FGS as one of the domestic companies in the disclosure
on page 4.

Response: We have revised this disclosure to more clearly
distinguish between us and our subsidiaries. In addition, we have revised the disclosure on page 6 to clarify that Nanjing Recon Technology
Co., Ltd (Nanjing Recon) and Beijing BHD Petroleum Technology Co., Ltd. (“BHD”) collectively own the 51% interest of FGS,
with each owning 25.5% interests in FGS. This is also illustrated in the diagram as part of “Our Corporate Structure” section.
We have also included a specific cross-reference to that certain diagram to illustrate to investors the ownership interests among Nanjing
Recon, BHD, and FGS.

    3

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

 8. We note that you have undertaken various stock offerings with warrants denominated in US Dollars in order to fund operations of
the VIEs. Please expand your disclosure to describe the economic risks associated with the RMB denominated intercompany receivables from
the Hong Kong/PRC based entities, with regard to the effect of changes in the US Dollar/RMB exchange rates, and tell us how you considered
the guidance in FASB ASC 830-10-45-4 and 5 in designating the RMB as your functional currency.

Response: We have revised the disclosure on page 7 accordingly
to the reflect the following:

As a Cayman Islands holding company, we do not have substantive business operations, and the holding company’s
principal purpose is to raise capital to fund the Chinese operating entities. Therefore, we consider ourselves as a Cayman Islands holding
company to be an “extension” of the Chinese operating subsidiaries rather than as a self-sustained parent entity with substantive
operations. ASC 830-10-55-5(f)(2) indicates that in the determination of the functional currency, “the parent’s currency generally
would be the functional currency if the foreign entity is a device or shell corporation for holding investments, obligations, intangible
assets, and so forth that could readily be carried on the parent’s or an affiliate’s books.” However, because the ultimate
parent in this scenario does not have substantive operations, we as the Cayman Islands holding company under this approach could be viewed
as not substantive and as a device or shell corporation for holding investments, obligations, etc., that could readily be carried on the
Chinese or Hong Kong operating companies’ books. Accordingly, in such circumstances, the functional currency of the ultimate parent
holding company could be considered the same as that of its Chinese operating entities.

We believe we are applicable under the first class pursuant to ASC 830-10-45-4 because major operations of the
Company are within China and the major operation primarily generates and expends foreign currency, which is RMB. Also, the day-to-day
operations are not dependent on the economic environment of the parent’s functional currency, which is the dollar. The RMB net cash
flows that it generates may be reinvested or converted and distributed to the parent, if necessary or needed. Even though the Company
received funds from our Cayman Islands holding entity for recent three years, and it seems that financing is primarily provided by the
parent or otherwise from dollar sources, the day-to-day operation can be sustained and continuously without financing from the Cayman
Islands holding entity and it doesn’t design this mechanism on purpose. We believe the day-to-day operations are independent on
the economic environment of the parent’s currency, and the changes in the foreign entity’s individual assets and liabilities
will not impact directly on the cash flows of the parent entity in the parent’s currency. For these reasons, we believe the foreign
currency, which is the RMB, shall be the functional currency.

    4

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

 9. We note that in response to prior comment 4 you have revised certain disclosures to clarify that Recon-BJ is entitled to 90% of
the expected profits of the VIEs in exchange for providing exclusive technical consulting services to the VIEs, although you also disclose
that Recon-BJ, BHD, and Nanjing Recon have deferred their respective service fees because they have reported losses. You state that Recon-BJ
also bears all the economic risk of losses.

As the agreements pertaining to the technical consulting
services filed as Exhibits 4.4 and 4.7 do not appear to prescribe fees in the event of losses, please clarify how the disclosure in the
fifth paragraph under the organization chart on page 7, stating that "Recon-BJ continues to accrue the payment obligations arising
from the service fees" is consistent with the service fee provisions and the absence of revenues for the non-VIE subsidiaries in
your tabulations on page 7. Also tell us which specific contractual provision supports your disclosure that Recon-BJ bears all the economic
risk of losses, in your assessment.

Response: We respectfully advise and clarify the VIE agreements
and service fees as two distinct matters.

We use VIEs agreement as an equivalent of control agreement
to consolidate the overall operating results of VIEs, which means that Recon can consolidate the profit and loss of VIEs pursuant to ASC
810.

We acknowledged there were some items that were not explicitly
stated in the VIE agreements that there was no corresponding terms about loss, so based on our best understanding of the initial purpose
of the VIE greements and for the best interest of shareholders, we decided to interpret the item a follow and achieved consent from all
founding shareholders, including non-controlling shareholders : “The profits and losses to the Company are allocated based upon
the control agreements, which is 90% and 100%, respectively.” (Back in year 2009, the reason we believed that this was for the best
interest of listing company’s shareholders was that Founders of VIEs control less than 90% of VIEs equity interest and VIEs earned
net profits at the time. To persuade the non-controlling shareholders to give up their interest in VIEs, all parties agreed that Recon
could absorb 90% profit but shall also absorb 100% loss of VIEs). We have referred to this interpretation consistently since our IPO in
2009. Thus, the language of “Recon-BJ also bears all the economic risk of losses” is another way of describing our consistent
practice of Recon absorbing 100% loss of VIEs.

There is no revenue in our tabulations on page 7 for the
non-VIE subsidiaries because there is no net profit in the VIES, thus there are no fees payable from the VIEs to the non-VIE subsidiaries.
When we recognize fees payable to the non-VIE subsidiaries when the Company earns a net profit, we assume that when there is a loss, we
will reverse the net profit payable until the net amount is deducted to 0. When   we attain a net profit again, we will accrue
the fees payable first and if necessary, remit the funds to Recon-BJ. If the funds are not remitted to Recon-BJ, we prefer to retain the
cash in the VIEs for further capital acquisitions and investment opportunities. While if there is in any case the Cayman company and non-VIE
subsidiearies needs fund, the VIEs will unconditionally pay the funds to those companies, which in fact we did so the previous years.

 10. We note your response to prior comment 3 and reissue it in part. We are unable to locate certain revised disclosures. Please expand
your narrative disclosure in this section to describe the nature of any assets, operations and cash flows that exist or which occur outside
of the VIEs.

Response: We have revised the disclosure on page 7 to include
the description of the nature of any assets, operations and cash flows that exist or which occur outside of the VIEs, as follows:

The nature of any assets, operations and cash flows that
exist or which occur outside of the VIEs are mainly about:

•          The
daily operations of the parent company to maintain the basic functions as a holding entity to realize the control of our subsidiaries
and the contractual relationship with the VIEs to ensure that the overall company’s business objectives are fulfilled. The main
resource to finance these activities is cash from securities offerings, as the parent company has no operations of its own and, as noted
above, the operating companies have hist

United States securities and exchange commission logo
April 1, 2022
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
Amendment No. 3 to Registration Statement on Form F-3
Filed March 11, 2022
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3
Cover Page
1.We note the disclosure that you are a Cayman Islands holding company with operations
conducted by your subsidiaries established in the People’s Republic of China and in Hong
Kong, and by your contractual arrangements with variable interest entities, or “VIEs,” and
the VIEs’ subsidiaries located in China.  Please revise to disclose prominently on the
prospectus cover page that you are not a Chinese operating company.
2.We note that you have revised your disclosures at pages 7 and 13 to define and identify
the “WFOE." As requested in prior comment 1, please similarly revise your cover page

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 1, 2022 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
April 1, 2022
Page 2
disclosure to define and identify the “WFOE." Please also identify, on your cover page,
the subsidiaries referred to as "our subsidiaries," here and elsewhere in your filing.
3.We note your response to prior comment 2 and reissue it in part.  Please revise to disclose
whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company.  Also revise your cover page to disclose that the
United States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act, which, if enacted, would decrease the number of “non-inspection years”
from three years to two years, and thus would reduce the time before your securities may
be prohibited from trading or delisted.  Please also provide specific cross-references to
your risks factor discussing the Holding Companies Accountable Act and Accelerating
Holding Companies Accountable Act.
4.We note your description of how cash is transferred through your organization on the
cover page. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
5.Revise the cover page and throughout to update disclosures related to your recent share
prices.
Our Corporate Structure, page 7
6.You include a diagram of your corporate structure on page 7.  To ensure balanced
disclosure in your organizational diagram, when describing a VIE relationship in this
diagram, please only use dashed lines without arrows.
Prospectus Summary, page 7
7.We note your disclosure in the first paragraph on page 4 having reference to contractual
arrangements between you and your subsidiaries, collectively, and six PRC companies
that you identify as the Domestic Companies.  However, you identify only one subsidiary,
i.e. Recon-BJ, while using the plural form; and among the Domestic Companies you
include Recon-HK and Recon-JN, which no longer exist according to disclosures in the
fifth paragraph on the same page, and you include Recon-IN, which is identified as a
subsidiary between you and Recon-BJ in your organization chart on page 7, rather than an
entity which whom you are engaged by contract.

Please revise this disclosure as necessary to more clearly distinguish between you and
your subsidiaries, and the PRC entities which whom you are engaged by contract, also to
clarify whether the contractual arrangements being referenced include FGS, or if the
relationship with this entity exits only with the VIEs. Given your disclosure on page 6,
stating that the Domestic Companies collectively own 51% interest of FGS, also revise
this disclosure to specify the particular entities involved and the level of their ownership
interests, since you identify FGS as one of the domestic companies in the disclosure on
page 4.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 1, 2022 Page 3
 FirstName LastNameLiu Jia
Recon Technology, Ltd
April 1, 2022
Page 3
8.We note that you have undertaken various stock offerings with warrants denominated in
US Dollars in order to fund operations of the VIEs. Please expand your disclosure to
describe the economic risks associated with the RMB denominated intercompany
receivables from the Hong Kong/PRC based entities, with regard to the effect of changes
in the US Dollar/RMB exchange rates, and tell us how you considered the guidance in
FASB ASC 830-10-45-4 and 5 in designating the RMB as your functional currency.
9.We note that in response to prior comment 4 you have revised certain disclosures to
clarify that Recon-BJ is entitled to 90% of the expected profits of the VIEs in exchange
for providing exclusive technical consulting services to the VIEs, although you also
disclose that Recon-BJ, BHD, and Nanjing Recon have deferred their respective service
fees because they have reported losses. You state that Recon-BJ also bears all the
economic risk of losses.

As the agreements pertaining to the technical consulting services filed as Exhibits 4.4 and
4.7 do not appear to prescribe fees in the event of losses, please clarify how the disclosure
in the fifth paragraph under the organization chart on page 7, stating that "Recon-BJ
continues to accrue the payment obligations arising from the service fees" is consistent
with the service fee provisions and the absence of revenues for the non-VIE subsidiaries
in your tabulations on page 7.  Also tell us which specific contractual provision supports
your disclosure that Recon-BJ bears all the economic risk of losses, in your assessment.
10.We note your response to prior comment 3 and reissue it in part. We are unable to locate
certain revised disclosures. Please expand your narrative disclosure in this section to
describe the nature of any assets, operations and cash flows that exist or which occur
outside of the VIEs.
11.Disclose in this section that your company may incur substantial costs to enforce the terms
of your VIE arrangements, and that the company may face challenges enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
12.We note the following disclosures in your risk factor summary:

•“Rules and regulations in China can change quickly with little or no advance notice
and their interpretation and the implementation involve uncertainty.”
•“The Chinese government may intervene or influence our operations at any time.”
•“Any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment and/or operations in
China-based issuers could significantly change our operations, limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.”

Please provide a cross-reference to the specific, detailed discussions of these risks
elsewhere in your prospectus.
13.We note your response to prior comment 2 and the disclosure on page 7 that trading in

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 1, 2022 Page 4
 FirstName LastNameLiu Jia
Recon Technology, Ltd
April 1, 2022
Page 4
your securities may be prohibited under the Holding Foreign Companies Accountable Act
if the Public Company Accounting Oversight Board determines that it cannot inspect or
fully investigate your auditor, and that as a result an exchange may determine to delist
your securities. Please also disclose in your prospectus summary whether your auditor is
subject to the determinations announced by the PCAOB on December 16, 2021.
Selected Condensed Consolidated Balance Sheets, page 8
14.We note that your tabulations on page 8 indicate that you have transferred proceeds from
financing transactions to the Hong Kong and PRC based subsidiaries, which as of June 30,
2021, are reflected in an inter-company receivable of RMB 148,497,648.

Please expand your disclosure to describe your prospects for recovery or repayment in the
foreseeable future, the mechanism, if any, by which this could occur under existing PRC
laws, and your expectations, in terms of both magnitude and duration, of an ongoing need
to fund VIE operating losses.
Risk Factors, page 12
15.We note your references to PRC counsel, JingTian & GongCheng LLP, in this
section. Please include counsel’s consent to being named in the registration statement.
16.We note your response to prior comment 6, to include your added risk factor disclosure
that, "On December 2, 2021, the SEC adopted amendments to finalize rules implementing
the submission and disclosure requirements in the Holding Foreign Companies
Accountable Act." Please update your disclosure on the same page stating, "[T]he
PCAOB adopted a final rule on September 22, 2021 implementing the HFCA Act. Such
final rule, however, remains subject to the SEC’s approval and it remains when the SEC
will complete its rulemaking and when such rules will become effective."
The approval of the China Securities Regulatory Commission and other compliance procedures
may be required in connection with this offering, page 13
17.Please update your disclosures in this section and elsewhere in your filing to reflect that
the Cyberspace Administration of China issued the New Measures for Cybersecurity
Review ("New Measures") on January 4, 2022; that the New Measures amends the
Measures for Cybersecurity Review (Draft Revision for Comments) released on July 10,
2021; and that the New Measures came into effect on February 15, 2022.  Generally,
please ensure that your discussion of PRC laws, rules and regulations is current.
General
18.Please update your filing as necessary to adhere to Item 8.A.5 of Form 20-F, concerning
the need to provide interim financial statements.
19.We note that your response to prior comment 7 indicates that you have filed the Amended
and Restated Exclusive Technical Consulting and Service Agreement between Recon

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 April 1, 2022 Page 5
 FirstName LastName
Liu Jia
Recon Technology, Ltd
April 1, 2022
Page 5
HengDa Technology (Beijing) Co., Ltd. and Beijing BHD Petroleum Technology Co.,
Ltd. as an exhibit; however, we are not able to locate it. In this regard, we note that this
agreement is identified as Exhibit 4.7 in your exhibit index; however, Exhibit 4.7 is
the same agreement as is filed at Exhibit 4.4, as between Recon HengDa Technology
(Beijing) Co., Ltd. and Nanjing Recon Technology Ltd. Please revise or advise.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

March 11, 2022

Loan Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Recon Technology, Ltd

Amendment No. 3 to Registration Statement on
Form F-3

Filed March 11, 2022

File No. 333-257806

Dear Ms. Nguyen:

In response to the comments set forth in your letter dated February
1, 2022, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
3 to the Registration Statement on Form F-3 (the “Amendment 3”). Capitalized terms used herein shall have the meanings ascribed
to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment 3 compared
against the Pre-effective Amendment 2 to the Registration Statement on Form F-3 filed on January 4, 2022 for your review.

Amendment No. 3 to Registration Statement on Form F-3 filed March
11, 2022

Cover Page

 1. We note your response to prior comment 1 and reissue in part. Revise to define “WFOE” as you refer to this entity at
pages 7 and 13.

We have revised accordingly on pages 7 and 13 to define and identify
the “WFOE”:

“We are an exempted holding company incorporated in
the Cayman Islands. If we determine to pay dividends on any of our Ordinary Shares in the future, as an exempted holding company, we will
be dependent on receipt of funds from our Wholly Foreign Owned Enterprise (“WFOE”). A WFOE is a limited liability company
based in the People’s Republic of China but wholly owned by foreign investors. In our instance, Recon Hengda Technology (Beijing)
Co., Ltd (“Recon-BJ”) is a WFOE wholly owned by Recon Investment Ltd. (“Recon-IN”), a Hong Kong limited company,
which in turn is wholly owned by us.”

The emphasis is added to direct staff to the revisions made on pages
7 and 13.

 2. Please disclose here whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether
and how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Also revise your disclosure relating
to the Holding Foreign Companies Accountable Act in your Prospectus Summary and Risk Factors sections accordingly.

We respectfully advise the staff that Friedman LLP is not subject to
the determinations announced by the PCAOB on December 16, 2021. We have revised accordingly to include the following in the Prospectus
Summary:

“Our auditor, Friedman LLP (Friedman)
is an accounting, tax and business consulting firm headquartered in New York City, New York in the United States of America. While Friedman
does maintain an active China-based practice group in its Beijing office location, Friedman is not subject to the determination report
announced by the Public Companies Accounting Oversight Board (the “PCAOB”) on December 16, 2021 relative to the Holding Foreign
Companies Accountable Act. Further, Friedman is not listed as one of the registered public accounting firms under Appendix A or B as a
 “Mainland China Determination” or a “Hong Kong Determination” according to that certain PCAOB report dated December
16, 2021.”

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Further, we have revised our Risk Factors section as follows:

“Our shares may be delisted under the
Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021.
Such a lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act and
as a result an exchange may determine to delist our securities. The delisting of our shares, or the threat of their being delisted, may
materially and adversely affect the value of your investment.

The Holding Foreign Companies
Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed
audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive
years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over the counter
trading market in the U.S.

On March 24, 2021, the SEC
adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company
will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to
be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing
and trading prohibition requirements described above.

Our current auditor, Friedman
LLP, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws
in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional
standards. We are not aware of any reasons to believe or conclude that Friedman LLP would not permit an inspection by PCAOB or that it
may not be subject to such inspection. However, given the recent developments, we cannot assure you whether NASDAQ or regulatory authorities
would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and
quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates
to the audit of our financial statements. In the event that there is a lack of inspection or if Friedman LLP is unable to permit
an inspection by the PCAOB, however unlikely, our shares would be prohibited under the HFCA Act which may lead a securities exchange to
determine to delist our shares. Such potential delisting would substantially impair your ability to sell or purchase our shares when you
wish to do so, and such risk and uncertainty associated with a potential delisting due to a lack of inspection would have a negative impact
on the price of our shares.

The SEC may propose additional
rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s
Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese
Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies
from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these
recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the
HFCA Act. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period
before a company would be delisted would end on January 1, 2022. The SEC has announced that the SEC staff is preparing a consolidated
proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report.

On June 22, 2021, the U.S.
Senate passed a bill titled as the Accelerating Holding Foreign Companies Accountable Act, or AHFCA Act which, if passed by the U.S. House
of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions
under the Holding Foreign Companies Accountable Act from three years to two.

      2

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

Further, the PCAOB adopted
a final rule on September 22, 2021 implementing the HFCA Act. Such final rule, however, remains subject to the SEC’s approval and
it remains when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations
and or PCAOB’s rule will be adopted.

On December 2, 2021, the SEC
adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable
Act.

On December 16, 2021, the
PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting
firms headquartered in mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions.

The implications of this
possible regulation in addition to the requirements of the HFCA Act and possibly, the AHFCA Act, if enacted, are uncertain. The lack of
access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors
based in China. As a result, investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct
inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures
or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors
and potential investors in our Ordinary Shares to lose confidence in our audit procedures and reported financial information and the quality
of our financial statements. Such uncertainty could cause the market price of our shares to be materially and adversely affected, and
our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by
the HFCA Act or the AHFCA Act. If our shares are unable to be listed on another securities exchange by then, such a delisting would substantially
impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with a potential delisting
would have a negative impact on the price of our shares.

Prospectus Summary, page 7

 3. We note your response to prior comment 8 indicating that you have corrected an error in the VIE information reported in the tabulations
on pages 7 and 8. However, you have not addressed the other concerns raised in the comment and there continue to be both deficiencies
and discrepancies in comparing the amounts depicted in those tabulations and the corresponding information reported in your financial
statements.

For example, the organization chart on page 7 indicates
that your interests in VIEs are held by the subsidiary Recon Hengda Technology (Beijing) Co., Ltd. (Recon-BJ). However, you do not appear
to report either activity or balances representing the investment of that subsidiary in the VIEs or corresponding to its consulting agreement
with the VIEs in your tabulations. We also note that you report a single asset for the parent on page F-45 of your Form 20-F, which is
identified as investment in subsidiaries and VIEs, amounting to RMB 295,095,034 as of June 30, 2021, while showing total assets for the
parent of RMB 577,426,869, including an investment in subsidiaries of just RMB 2,853,002, as of the same date in your tabulation on page
8. We also see that you disclose

operating expenses and net income for the VIEs on page
F-42 of your Form 20-F for the fiscal year ended June 30, 2021, but omit these details from your tabulations as well as several other
major line items of activity that appear on page F-5.

Given the foregoing, we continue to believe that you will
need to modify the tabulations on pages 7 and 8, and provide additional information in the accompanying narratives, as previously requested.
Please revise as necessary to clarify or correct the details pertaining to the parent and subsidiary mentioned above, and to address the
following points.

      3

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised the Prospectus Summary in connection with the VIE information
reported in the tabulations on pages 7 and 8. We have corrected the interim financial statements and provided a greater level of detail
pertaining to the parent and Recon-BJ, our subsidiary. We respectfully address each sub-issue below for consideration.

•	  Segregate account balances and activity to distinctly
report amounts pertaining to the parent, non-VIE subsidiaries, and VIE subsidiaries prior to consolidation.

We have revised accordingly by segregating account balances and activities
to distinctly report amounts pertaining to the parent, non-VIE subsidiaries, and the VIE subsidiaries prior to consolidation.

•	  Explain how the amounts depicted as eliminations
represent the consolidating adjustments, i.e. how these serve to eliminate corresponding account balances and transactions between the
entities grouped in each column.

We have revised accordingly. We re-prepared numbers according to the
revised segregated columns and reviewed all internal transactions, including but not limiting to funds borrowing and repayment, investment
and financing activities, to ensure each transaction would be recorded according to the business substance. As a result, all inter-company
receivables balances eliminated with the inter-company payable balances, and investments from the parent company eliminated with the net
equity of its subsidiaries, the VIEs and the VIEs’ subsidiaries.

•	  Expand the level of detail to include the major
line items of the balance sheets and statements of comprehensive income, which may otherwise be in a condensed form, consistent with the
guidance in Item 8.A.5 of Form 20-F.

We have revised accordingly, consistent with the guidance in Item 8.A.5
of Form 20-F and Rules 10-01(a)(1)-(7), the Amendment 3 expands the level of detail to include the major line items of the balance sheets
and statements of comprehensive income. We added and updated the following:

SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS

    As of June 30, 2021

    Recon Technology, Ltd.
 (Cayman Islands)
    Non-VIE Subsidiaries
 (Hong Kong and PRC)
    VIEs and VIE's subsidiaries
 (PRC)
    Eliminations
    Consolidated Total

    Cash
    ¥ 325,116,815
    ¥ 14,588,375
    ¥ 4,293,380
    ¥ -
    ¥ 343,998,570

    Other current assets
      52,136,194
      11,850
      92,358,571
      -
      144,506,615

    Inter-company receivables
      148,497,648
      94,478,086
      -
      (242,975,734 )
      -

    Total current assets
      525,750,657
      109,078,311
      96,651,951
      (242,975,734 )
      488,505,185

    Investments in subsidiaries
      (55,308,418 )*
      -
      -
      55,308,418
      -

    Benefits through VIEs and VIE’s subsidiaries
      -
      (48,883,577 )
      -
      48,883,577
      -

    Other non-current assets
      27,931,795
      -
      50,079,680
      -
      78,011,475

    Total non-current assets
      (27,376,623 )
      (48,883,577 )
      50,079,680
      104,191,995
      78,011,475

    Total Assets
      498,374,034
      60,194,734
      146,731,631
      (138,783,739 )
      566,516,660

    Inter-company payables
      -
      115,071,261
      127,904,473
      (242,975,734 )
      -

    Other liabilities and accrued liabilities
      203,279,000
      431,891
      75,290,303
      -
      279,001,194

    Total Liabilities
      203,279,000
      115,503,152
      203,194,776
      (242,975,734 )
      279,001,194

    Total Shareholders’ Equity
      295,095,034
      (55,308,418 )*
      (48,883,577 )
      104,191,995
      295,095,034

    Non-controlling interests
      -
      -
      (7,579,568 )
      -
      (7,579,568 )

    Total Liabilities and Equity
    ¥ 498,374,034
    ¥ 60,194,734
    ¥ 146,731,631
    ¥ (138,783,739 )
    ¥ 566,516,660

 * Equals to net equity of non-VIE s

United States securities and exchange commission logo
February 1, 2022
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
Amendment No. 2 to Registration Statement on Form F-3
Filed January 4, 2022
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 19, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed January 4, 2022
Cover Page
1.We note your response to prior comment 1 and reissue in part.  Revise to define "WFOE"
as you refer to this entity at pages 7 and 13.
2.Please disclose here whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Also revise your
disclosure relating to the Holding Foreign Companies Accountable Act in your Prospectus
Summary and Risk Factors sections accordingly.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 1, 2022 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
February 1, 2022
Page 2
Prospectus Summary, page 7
3.We note your response to prior comment 8 indicating that you have corrected an error in
the VIE information reported in the tabulations on pages 7 and 8.  However, you have not
addressed the other concerns raised in the comment and there continue to be both
deficiencies and discrepancies in comparing the amounts depicted in those tabulations and
the corresponding information reported in your financial statements.

For example, the organization chart on page 7 indicates that your interests in VIEs are
held by the subsidiary Recon Hengda Technology (Beijing) Co., Ltd. (Recon-BJ).
However, you do not appear to report either activity or balances representing the
investment of that subsidiary in the VIEs or corresponding to its consulting agreement
with the VIEs in your tabulations.  We also note that you report a single asset for the
parent on page F-45 of your Form 20-F, which is identified as investment in subsidiaries
and VIEs, amounting to RMB 295,095,034 as of June 30, 2021, while showing total assets
for the parent of RMB 577,426,869, including an investment in subsidiaries of just RMB
2,853,002, as of the same date in your tabulation on page 8.  We also see that you disclose
operating expenses and net income for the VIEs on page F-42 of your Form 20-F for the
fiscal year ended June 30, 2021, but omit these details from your tabulations as well as
several other major line items of activity that appear on page F-5.

Given the foregoing, we continue to believe that you will need to modify the tabulations
on pages 7 and 8, and provide additional information in the accompanying narratives, as
previously requested.  Please revise as necessary to clarify or correct the details pertaining
to the parent and subsidiary mentioned above, and to address the following points.

•Segregate account balances and activity to distinctly report amounts pertaining to the
parent, non-VIE subsidiaries, and VIE subsidiaries prior to consolidation.

•Explain how the amounts depicted as eliminations represent the consolidating
adjustments, i.e. how these serve to eliminate corresponding account balances and
transactions between the entities grouped in each column.

•Expand the level of detail to include the major line items of the balance sheets and
statements of comprehensive income, which may otherwise be in a condensed form,
consistent with the guidance in Item 8.A.5 of Form 20-F.

•Reconcile or address inconsistencies with the VIE information disclosed in Note 26
on pages F-40 to F-42 of your Form 20-F for the fiscal year ended June 30, 2021.

•Reconcile or address inconsistencies with the parent company information disclosed
in Note 29 on pages F-44 to F-46 of your Form 20-F for the fiscal year ended June
30, 2021.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 1, 2022 Page 3
 FirstName LastNameLiu Jia
Recon Technology, Ltd
February 1, 2022
Page 3
•Expand your accompanying narratives to describe the nature of any assets, operations
and cash flows that exist or which occur outside of the VIEs.
4.We note that you have disclosure on page 7 indicating that Recon-BJ “has the exclusive
right to provide” a wide range of consulting services to the VIEs in exchange for a service
fee that is equal to “all of the consolidated profit after offsetting the previous year’s
accumulated deficit, operating costs, expenses, taxes, and other contributions and
reasonable operation profit of each of BHD and Nanjing Recon.” However, on page 5 you
state that “Recon-BJ bears all the economic risk of losses and receives 90% of the
expected profits of BHD and Nanjing Recon,” while also providing disclosure on page 7,
with an apparent reference to Recon-BJ as WFOE, that “the WFOE is entitled to 100% of
the VIEs’ quarterly profit by providing exclusive technical consulting services to the
VIEs.”

Please reconcile the various disclosures referenced above as necessary to clarify how the
consulting services fee has been determined each period, and to explain why there is no
corresponding service fee revenue shown in the columns labeled “Subsidiaries (Hong
Kong and PRC)” in your tabulations on pages 7 and 8, as it appears that the activity and
accounts of Recon-BJ would be reported in this column.  In conjunction with the
foregoing, also address the following points.

•Reconcile your disclosures in the second paragraph under the heading Transfer of
Cash in the VIEs on page 7, stating “The main source of funding for the WFOE
[Recon-BJ] is the Exclusive Technical Consultation and Service Agreement signed
with the VIEs,” and “The VIEs shall pay the corresponding amount according to the
agreement,” with details about cash flows among the consolidated entities,
quantifying cash transferred from the Company to the VIEs, while also explaining
that no cash has been transferred from the VIEs to the Company, and stating that
“Neither we nor the VIEs have present plans to distribute earnings or settle amounts
owed under the Contractual Agreements.”

•Tell us why you have described the consulting services arrangement as a “main
source of funding” for Recon-BJ if the amounts are not being paid and you have no
plans to settle amounts owed.

•Expand your disclosures to explain how the cash flows described on page 7,
indicating that “for the fiscal years ended June 30, 2021, 2020 and 2019, cash
transferred from the Company to the VIEs was RMB9,000,000, RMB1,890,340 and
RMB8,920,237, respectively” are reflected in the cash flow details presented in your
tabulations on page 8.

•Given your disclosures on page 13 stating “we conduct a substantial majority of our
operations through the VIEs” and “Most, if not all, of our revenue derives from
operations of the VIEs and their subsidiaries,” revise your disclosures pertaining to

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 February 1, 2022 Page 4
 FirstName LastName
Liu Jia
Recon Technology, Ltd
February 1, 2022
Page 4
the agreements between Recon-BJ and the VIEs to clarify the extent to which Recon-
BJ is actually operating as a consultation/technical services business and providing
services to the VIEs pursuant to the agreements.
Risks Related to Doing Business in China
Our shares may be delisted under the Holding Foreign Companies Accountable Act if the
PCAOB is unable to inspect, page 13
5.We note your response to prior comment 11 and reissue it in part. Please disclose the risk
that lack of inspection could cause trading in your securities to be prohibited under the
Holding Foreign Companies Accountable Act and as a result an exchange may determine
to delist your securities
6.Please update your disclosure to discuss that the SEC adopted final amendments
implementing the disclosure and submission requirements of the Holding Foreign
Companies Accountable Act on December 2, 2021.
General
7.We note your response to prior comment 9 and reissue in part.  The Amended and
Restated Exclusive Equity Interest Purchase Agreement entered into between Recon
HengDa Technology (Beijing) Co., Ltd. and Beijing BHD Petroleum Technology Co.,
Ltd., filed as Exhibit 4.2, refers to an Amended and Restated Exclusive Technical
Consulting and Service Agreement entered into by the same parties.  Please file
the Amended and Restated Exclusive Technical Consulting and Service Agreement
between Recon HengDa Technology (Beijing) Co., Ltd. and Beijing BHD Petroleum
Technology Co., Ltd. as an exhibit to your registration statement.
            You may contact Karl Hiller, Accounting Branch Chief, at (202) 551-3686 if you have
questions regarding comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff Attorney, at (202) 551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at
(202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

January 3, 2022

Loan Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Re: Recon Technology, Ltd

  Registration Statement on Form F-3

  Filed July 9, 2021

  File No. 333-257806

Dear
Ms. Nguyen:

In response to the comments set forth in your letter dated November
19, 2021, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
2   to the Registration Statement on Form F-3 (the “Amendment 1”). Capitalized
terms used herein shall have the meanings ascribed to them in the Registration Statement unless otherwise defined herein. We have also
enclosed two redlined copies of Amendment  2 compared against the Registration Statement filed on July 9, 2021 for your review.

Amendment No. 2 to Registration Statement on Form F-3 filed January
3, 2022

Cover Page

 1. We note your response to prior comment 3 and reissue in part. You defined “VIEs” here to include your PRC variable
interest entities "Nanjing Recon Technology Co., Beijing BHD Petroleum Technology Co., and Future Gas Station (Beijing) Technology,
Ltd., or 'Nanjing Recon,' 'BHD,' and 'FGS,' respectively." However, you also state that "[You] mainly conduct [y]our business
through [y]our VIEs, Nanjing Recon, BHD and their respective subsidiaries by means of Contractual Arrangements." Please revise to
clarify your disclosure. Also revise to refrain from using terms such as “our” when describing activities or functions of
a VIE.

We have revised accordingly:

Unless otherwise stated, as used in
this prospectus and in the context of describing our operations and consolidated financial information, “we,” “us,”
 “Company,” or “our,” refers to RECON TECHNOLOGY, LTD, a Cayman Island holding company. “VIEs” refers
to the PRC variable interest entities and their subsidiaries (Nanjing Recon Technology Co., Beijing BHD Petroleum Technology Co., and
Future Gas Station (Beijing) Technology, Ltd., or “Nanjing Recon,” “BHD,” and “FGS,” respectively).

We have revised this disclosure and throughout the filing removing
references to “our” when describing activities or functions of a VIE.

 2. We note your disclosure here and throughout your filing that you control and receive economic benefits of Recon Technology's business
operations through the Contractual Arrangements. We also note the disclosure on page 5 that you are the primary beneficiary of the VIEs.
However, you or your investors do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIEs. As such, when describing the design of the VIE agreements and related outcome, please refrain from implying that the VIE
agreement is equivalent to an equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because
of the VIE should be limited to and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure
should clarify that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should note, if true,
that the agreements have not been tested in a court of law.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised the cover page with the following (emphasis added):

We
mainly conduct our business through the VIEs, Nanjing Recon, BHD and their respective subsidiaries by means of Contractual Arrangements.
Because we do not hold equity interests in the VIEs and their subsidiaries, we are subject to risks due to the uncertainty of the interpretation
and application of the PRC laws and regulations regarding VIEs and the VIE structure, including but not limited to regulatory review of
overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the contractual arrangements
with our VIEs. We are also subject to the risk that the PRC government could disallow the VIE structure, which would likely result in
a material change in our operations and as a result the value of Ordinary Shares may depreciate significantly or become worthless. At
the time of this filing, the Contractual Agreements have not been tested in a court of law.

For U.S. GAAP purposes, each VIE has its own operating
cash flow. Cash flow between our Company and the VIEs primarily consists of transfers from us to the VIEs for supplemental working capital,
which is mainly used in purchase of materials and payment of operating expenses and investments. In addition, the VIEs occasionally make
payments on our   behalf when we experience a cash shortage For the fiscal years ended
June 30, 2020 and 2021, cash transferred from the Company to its VIEs was RMB1,890,340 and RMB9,000,000, respectively .
There was no cash transferred from the VIEs to the Company or fees paid on behalf of the Company by the VIEs during the years ended June
30, 2020 or 2021. Neither we nor the VIEs have present plans to distribute earnings or settle amounts owed under the Contractual Agreements.
Cash in the VIEs are expected to be retained for business growth and operation. No dividends or distributions have been declared
to pay to us from our subsidiaries or our VIEs. No dividends or distributions were made to any U.S. investors. For a description of our
corporate structure and VIE contractual arrangements, see “Corporate History and Structure.” See also “Risk
Factors – Risks Related to Our Corporate Structure.”

 3. We note your disclosure that the VIE structure is used to replicate foreign investment in China-based companies. We note, however,
that the structure provides contractual exposure to foreign investment in such companies rather than replicating an investment. Please
revise accordingly.

We have revised the cover page with the following:

The VIE structure provides contractual
exposure to foreign investment in Chinese-based companies, pursuant to which account rules require us to consolidate such VIEs’
financial results in our financial statements. VIE structures are generally used where Chinese law prohibits direct foreign investment
in the operating companies.

Prospectus Summary, page 4

 4. We note your response to prior comment 4 and reissue it in part. In your prospectus summary, identify clearly the entity in which
investors are purchasing their interest. Also revise the disclosure on page 4 to clarify that you are not a Chinese operating company
but a Cayman Islands holding company with operations conducted by your subsidiaries and through contractual arrangements.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised our prospectus summary to clearly identify to investors
that Recon Technology, Ltd is the entity for purchasing its interest. We have revised the disclosure on page 4 to clarify that we are
not a Chinese operating company but a Cayman Islands holding company with operations conducted by our subsidiaries and through contractual
arrangements.

 5. We note your response to prior comment 5 and reissue it in part. In your risk factor summary, disclose the risk that the Chinese
government may intervene or influence your operations at any time.

We have revised the risk factor summary under “Risks Related
to Doing Business in China” with the following:

The Chinese government may
intervene or influence our operations at any time.

 6. We note your response to prior comment 6. Please expand to disclose the consequences to you and your investors if you do not receive
or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.

We have revised our prospectus summary under “Permission Required
from the PRC Authorities for the VIEs’ Operation” with the following:

The General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down
on Illegal Securities Activities According to Law” (the “Opinions”), which were made available to the public on July
6, 2021. The Opinions emphasized the need to strengthen administration over illegal securities activities and the need to strengthen supervision
with respect to overseas listings of Chinese companies. The Opinions and any related implementing rules to be enacted may subject us to
compliance requirements in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of
different interpretation and enforcement of the rules and regulations in the PRC adverse to us, which may be announced or implemented
with little or no advance notice. If we were required to obtain approval in the future, any failure to obtain such approval may materially
and adversely impact our results of operations, may limit or completely hinder our ability to offer or continue to offer securities to
investors, and/or may cause the value of such securities to significantly decline or be worthless.

 7. We note your response to prior comment 7 and reissue it in part. In your prospectus summary, 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.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised our prospectus summary under “Transfer of
Cash in the VIEs” with the following:

We are an exempted holding company incorporated
in the Cayman Islands. If we determine to pay dividends on any of our Ordinary Shares in the future, as an exempted holding company, we
will be dependent on receipt of funds from our WFOE.

The main source of funding for the
WFOE is the Exclusive Technical Consultation and Service Agreement signed with the VIEs. According to that agreement, the WFOE is entitled
to 100% of the VIEs’ quarterly profit by providing exclusive technical consulting services to the VIEs. The VIEs shall pay the
corresponding amount according to the agreement. Current PRC regulations permit our indirect PRC subsidiaries to pay dividends to its
shareholders only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
In addition, according to the current effective laws in Cayman Islands and Hong Kong, the resident companies could pay dividends to their
shareholders. And there are no foreign exchange restrictions on these two areas. Therefore, the WFOE can distribute the income obtained
under the Contractual Arrangement to Recon-IN in the form of dividends, with Recon-IN in turn distributing such revenues to us in the
form of dividends, with we in turn would distribute such revenues to U.S. investors in the form of dividends.

 8. We note that you have added various tabulations of consolidating information on pages 7 and 8 in response to prior comment 8. However,
it is unclear how you have segregated account balances and activity to distinctly report amounts pertaining to the parent, non-VIE subsidiaries,
and VIE subsidiaries; and it is unclear how amounts depicted as eliminations would represent the consolidating adjustments. Please revise
as necessary to limit the amounts reported in each column to the balances and activity that pertain to the legal entities that are grouped
within each column, prior to consolidation, and to include line item details that are consistent with those utilized in preparing your
financial statements.  Please also reconcile or address any inconsistencies with the
VIE information disclosed in Note 28 on page F-30 of your Form 20-F for the fiscal year ended June 30, 2020, and expand your accompanying
narratives to describe the nature of any assets, operations and cash flows that exist or which occur outside of the VIEs.

We have revised the prospectus summary with the following:

 1. The Form F-3 numbers should now conform to the Form 20-F. We corrected the error on the Form F-3 during our annual audit.

 2. All VIE numbers disclosed on page F-30 equal to Notes 28 now.

 9. We note your new disclosures related to your contractual arrangements. Please revise to include the dates of such material agreements
and file or incorporate by reference these agreements with your registration statement.

We have noted the new disclosures related to our contractual arrangements and have revised to include the dates
of such material agreements and either filed or incorporated by reference these agreements with our Form F-3.

 10. We note your response to prior comment 9 and reissue in part. Revise the disclosure on page 7 and elsewhere to also 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.

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

We have revised our prospectus summary on page 7 by adding the following
as a risk factor summary under “Risks Related to our Corporate Structure”:

Trading in our securities may be prohibited
under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board determines that it cannot inspect
or fully investigate our auditor, and that as a result an exchange may determine to delist our securities.

Risks Related to Doing Business in China

Our shares may be delisted under the Holding Foreign Companies
Accountable Act if the

PCAOB is unable to inspect, page 13

 11. We note from the audit opinion and your risk factor that you have a U.S. based auditor that is registered with the PCAOB and currently
subject to PCAOB inspection. Please disclose any material risks to the company and investors if it is later determined that the PCAOB
is unable to inspect or investigate completely your auditor because of a position taken by an authority in a foreign jurisdiction. For
example, disclose the risk that lack of inspection could cause trading in your securities to be prohibited under the Holding Foreign Companies
Accountable Act and as a result an exchange may determine to delist your securities.

We have revised our risk factors by adding the following disclosure:

In the event that there is a lack of
inspection or if Friedman LLP is unable   to permit an inspection by the PCAOB, however
unlikely, our shares would be prohibited under the HFCA Act which may lead a securities exchange to determine to delist our shares. Such
potential delisting would substantially impair your ability to sell or purchase our shares when you wish to do so, and such risk and uncertainty
associated with a potential delisting due to a lack of inspection would have a negative impact on the price of our shares.

 12. Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating Holding Foreign Companies
Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time
period before your securities may be prohibited from trading or delisted.

We have revised our risk factors by modifying the following disclosure:

The Holding Foreign Companies Accountable
Act, or the HFCA Act, was enacted on December 18, 2020. The

United States securities and exchange commission logo
November 19, 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
Amendment No. 1 to Registration Statement on Form F-3
Filed October 1, 2021
File No. 333-257806
Dear Ms. Jia:
            We have reviewed your amended registration statement 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed October 1, 2021
Cover Page
1.We note your response to prior comment 3 and reissue in part.  You defined “VIEs” here
to include your PRC variable interest entities "Nanjing Recon Technology Co., Beijing
BHD Petroleum Technology Co., and Future Gas Station (Beijing) Technology, Ltd., or
'Nanjing Recon,' 'BHD,' and 'FGS,' respectively."  However, you also state that
"[You] mainly conduct [y]our business through [y]our VIEs, Nanjing Recon, BHD and
their respective subsidiaries by means of Contractual Arrangements."  Please revise to
clarify your disclosure.  Also revise to refrain from using terms such as “our” when
describing activities or functions of a VIE.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 November 19, 2021 Page 2
 FirstName LastNameLiu Jia
Recon Technology, Ltd
November 19, 2021
Page 2
2.We note your disclosure here and throughout your filing that you control and receive
economic benefits of Recon Technology's business operations through the Contractual
Arrangements.  We also note the disclosure on page 5 that you are the primary beneficiary
of the VIEs.  However, you or your investors do not have an equity ownership in, direct
foreign investment in, or control through such ownership/investment of the VIEs.  As
such, when describing the design of the VIE agreements and related outcome, please
refrain from implying that the VIE agreement is equivalent to an equity ownership in the
business of the VIE.  Any references to control or benefits that accrue to you because of
the VIE should be limited to and clearly describe the conditions you met for consolidation
of the VIE under U.S. GAAP and your disclosure should clarify that, for accounting
purposes, you will be the primary beneficiary.  In addition, your disclosure should note, if
true, that the agreements have not been tested in a court of law.
3.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise accordingly.
Prospectus Summary, page 4
4.We note your response to prior comment 4 and reissue it in part. In your prospectus
summary, identify clearly the entity in which investors are purchasing their interest.  Also
revise the disclosure on page 4 to clarify that you are not a Chinese operating company
but a Cayman Islands holding company with operations conducted by your subsidiaries
and through contractual arrangements.
5.We note your response to prior comment 5 and reissue it in part. In your risk factor
summary, disclose the risk that the Chinese government may intervene or influence your
operations at any time.
6.We note your response to prior comment 6.  Please expand to disclose the consequences
to you and your investors if you do not receive or maintain the approvals, inadvertently
conclude that such approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.
7.We note your response to prior comment 7 and reissue it in part. In your prospectus
summary, 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.
8.We note that you have added various tabulations of consolidating information on pages
7 and 8 in response to prior comment 8.  However, it is unclear how you have segregated
account balances and activity to distinctly report amounts pertaining to the parent, non-
VIE subsidiaries, and VIE subsidiaries; and it is unclear how amounts depicted as

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 November 19, 2021 Page 3
 FirstName LastName
Liu Jia
Recon Technology, Ltd
November 19, 2021
Page 3
eliminations would represent the consolidating adjustments.  Please revise as necessary to
limit the amounts reported in each column to the balances and activity that pertain to the
legal entities that are grouped within each column, prior to consolidation, and to include
line item details that are consistent with those utilized in preparing your financial
statements.  Please also reconcile or address any inconsistencies with the VIE information
disclosed in Note 28 on page F-30 of your Form 20-F for the fiscal year ended June 30,
2020, and expand your accompanying narratives to describe the nature of any assets,
operations and cash flows that exist or which occur outside of the VIEs.
9.We note your new disclosures related to your contractual arrangements.  Please revise to
include the dates of such material agreements and file or incorporate by reference these
agreements with your registration statement.
10.We note your response to prior comment 9 and reissue in part.  Revise the disclosure on
page 7 and elsewhere to also 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.
Risks Related to Doing Business in China
Our shares may be delisted under the Holding Foreign Companies Accountable Act if the
PCAOB is unable to inspect, page 13
11.We note from the audit opinion and your risk factor that you have a U.S. based auditor
that is registered with the PCAOB and currently subject to PCAOB inspection.  Please
disclose any material risks to the company and investors if it is later determined that the
PCAOB is unable to inspect or investigate completely your auditor because of a position
taken by an authority in a foreign jurisdiction.  For example, disclose the risk that lack of
inspection could cause trading in your securities to be prohibited under the Holding
Foreign Companies Accountable Act and as a result an exchange may determine to delist
your securities.
12.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
Information Incorporated by Reference, page 20
13.Please update the information in this section to include your annual report on Form 20-F
for the fiscal year ended June 30, 2021 and any other subsequent filings.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 November 19, 2021 Page 4
 FirstName LastName
Liu Jia
Recon Technology, Ltd
November 19, 2021
Page 4
            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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing 100012, People’s Republic of China

October 1, 2021

Loan Lauren Nguyen, Legal Branch Chief

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Re: Recon Technology, Ltd

  Registration Statement on Form F-3

  Filed July 9, 2021

  File No. 333-257806

Dear
Ms. Nguyen:

In response to the comments set forth in your letter dated August 23,
2021, we are writing to supply additional information and to indicate the changes we have made in the enclosed Pre-effective Amendment
1 to the Registration Statement on Form F-3 (the “Amendment 1”). Capitalized terms used herein shall have the meanings
ascribed to them in the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of Amendment
1 compared against the Registration Statement filed on July 9, 2021 for your review.

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 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.

We have revised the cover page as requested.

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.

We have revised the cover page as requested to add prominent disclosure
about the risks of being based in or having a majority of our operations in China. Our prospectus summary addresses risks highlighted
on the 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.

We have revised throughout the registration statement to distinguish
clearly between the listing company and its equity subsidiaries on the one hand and the VIEs and their subsidiaries on the other hand.

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 with respect to its contractual arrangements with the VIE, its founders and owners,
and the challenges the company may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional
limits.

We have revised the registration statement to explain the nature of
VIE structures, to provide a clear diagram of the corporate structure and to describe the contractual relationships involved in the VIE
relationship. We have highlighted the limitations, uncertainties and challenges associated with the use of VIE structures.

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.

We have revised the summary of risk factors to highlight risks associated
with our corporate structure and with being based in China. We have specifically addressed the risks mentioned in this comment and have
acknowledged the potential impact of actions by the Chinese government to exert more oversight and control over offerings in China-based
issuers and the impact on the value of our securities if this were to occur.

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.

We have revised the registration statement to disclose that we are
not currently required to obtain permission from any PRC authorities to operate or to issuer our Ordinary Shares to foreign investors
or to obtain approval from the CSRC, CAC or other entities for our VIEs’ operations. We have further disclosed that our VIEs have
not applied for, or received any approval or denial for, such VIEs’ operations.

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.

We have revised our registration statement to describe cash transfers
through our organization, as well as our intentions to distribute earnings or settle amounts owed under the VIE agreements. We have further
quantified cash flows and transfers within our organization, as well as the direction of transfer and the absence of dividends and distributions
to U.S. investors. We have described restrictions and limitations on our ability to distribute earnings and settle amounts under the VIE
agreements.

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.

We have provided the requested tabular disclosure of condensed consolidating
schedules depicting financial position, cash flows and results of operations for parent, consolidated VIEs and any eliminating adjustments
separately. All disclosures have been made as of the same dates and for the same periods as the audited financial statements required
in the registration statement.

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.

We have revised the registration statement to include disclosure about
the anticipated and potential impact of the Holding Foreign Companies Accountable Act on our Company.

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.

We have revised our risk factors to acknowledge that if the PRC government
determines that the VIE agreements do not comply with PRC regulations, or if the regulations change or are interpreted differently in
the future, then our Ordinary Shares could decline in value or become worthless if we are unable to effectively control the VIEs.

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.

We have revised our risk factors to highlight the risks of Chinese
government interference and influence on our operations. We have acknowledged the risk that any such action could significantly limit
or completely hinder our ability to offer our securities to investors and result in the value of our securities declining significantly
or becoming 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.

We have revised the registration statement to disclose that oversight
by the CAC does not currently affect our Company, as our Company does not maintain data of more than one million users, the current threshold
for the CAC’s Measures of Cybersecurity Review.

***

The Company is hopeful that the foregoing answers adequately address
the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact me or the Company’s
attorney Anthony Basch (804.771.5725) with any further questions. In addition, the Company acknowledges that:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
respect to the filing; and

 · The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Sincerely,

    /s/ Liu Jia

    Liu Jia

    Chief Financial Officer

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

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 August 23, 2021 Page 2
 FirstName LastName
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
with respect to its contractual arrangements with the VIE, its founders and owners, and the
challenges the company may face enforcing these contractual agreements due to
uncertainties under Chinese law and jurisdictional limits.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 August 23, 2021 Page 3
 FirstName LastName
Liu Jia
Recon Technology, Ltd
August 23, 2021
Page 3
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.

 FirstName LastNameLiu Jia
 Comapany NameRecon Technology, Ltd
 August 23, 2021 Page 4
 FirstName LastName
Liu Jia
Recon Technology, Ltd
August 23, 2021
Page 4
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.

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

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street, Chaoyang
District

Beijing, 100012 People’s Republic of China

July 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    July 19, 2021 Acceleration Request for Registration Statement on Form F-3

    File No. 333-257806

Dear Sir or Madam:

On July 19, 2021, the undersigned requested that the
effective date for above-referenced Registration Statement on Form F-3 be accelerated so that it will be declared effective on
July 21, 2021, at 4:00 PM Eastern Time, or as soon thereafter as is practicable. The undersigned hereby withdraws this
request.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

Room 601, 1 Shui’an South Street,
Chaoyang District

Beijing, 100012 People’s Republic of China

July 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    Filed July 9, 2021

    File No. 333-257806

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange
Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on July 21, 2021,
at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning this
request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

United States securities and exchange commission logo
July 16, 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:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Xiaoqin Li

United States securities and exchange commission logo
February 17, 2021
Jia Liu
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
Registration Statement on Form F-3
Filed February 10, 2021
File No. 333-252968
Dear Ms. Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Tony Basch

CORRESP
1
filename1.htm

1902
Building C, King Long International Mansion s 9
Fulin Road, Beijing 100107

People’s
Republic of China s (+86)
10-8494 5799

February 17, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Laura Nicholson

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    Originally Filed February 10, 2021

    File No.: 333-252968

Dear Ms. Nicholson:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on February 19, 2021, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    By:
    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

CORRESP
1
filename1.htm

1902
Building C, King Long International Mansion s 9
Fulin Road, Beijing 100107

People’s
Republic of China s (+86)
10-8494 5799

November 17, 2020

VIA EDGAR

J. Elizabeth Packebusch

Attorney Adviser

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    Originally Filed November 6, 2020, as amended

    File No.: 333-249930

Dear Ms. Packebusch:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on November 19, 2020, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

United States securities and exchange commission logo
November 12, 2020
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.
Registration Statement on Form F-3
Filed November 6, 2020
File No. 333-249930
Dear Ms. Jia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Xiaoqin Li

CORRESP
1
filename1.htm

1902
Building C, King Long International Mansion s 9
Fulin Road, Beijing 100107

People’s
Republic of China s (+86)
10-8494 5799

August 7, 2020

VIA EDGAR

Anuja A. Majmudar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    Filed July 17, 2020

    File No.: 333-239910

Dear Ms. Majmudar:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on August 11, 2020, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Shenping Yin

    Shenping Yin

    Chief Executive Officer

United States securities and exchange commission logo
July 23, 2020
Jia Liu
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
Registration Statement on Form F-3
Filed July 17, 2020
File No. 333-239910
Dear Ms. Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

1902
Building C, King Long International Mansion s 9
Fulin Road, Beijing 100107

People’s
Republic of China s (+86)
10-8494 5799

November 22, 2019

VIA EDGAR

Kevin Dougherty

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Recon Technology, Ltd

    Registration Statement on Form F-3

    File No.: 333-234660

Dear Mr. Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Recon Technology, Ltd hereby requests the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement on Form F-3 to become effective on November 26, 2019, at 4:00 PM Eastern
Time, or as soon thereafter as is practicable.

Please feel free to direct any questions or comments concerning
this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/ Yin Shenping

    Yin Shenping

    Chief Executive Officer

November 21, 2019
Yin Shenping
Chief Executive Officer and Director
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
Registration Statement on Form F-3
Filed November 13, 2019
File No. 333-234660
Dear Mr. Shenping:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony W. Basch

Mail Stop 4628
July 2, 2018

Via Email
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Room 1902, Building C, King  Long International Mansion
No. 9 Fulin Road, Beijing 100107
Peoples Republic of China

Re: Recon Technology, Ltd.
 Form 20-F for the Fiscal Year ended June 30, 2017
Filed September 28, 2017
File No. 001-34409

Dear  Ms. Jia :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

Room 1902, Building C, King Long International
Mansion

No. 9 Fulin Road, Beijing, China 100107
+86 (10) 8494-5799

June 22, 2018

Karl Hiller, Branch Chief

Joseph Klinko, Staff Accountant

Office of Natural Resources

U.S. Securities and Exchange Commission

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Recon Technology, Ltd.

SEC comment letter dated May 24, 2018 regarding Form
20-F for the Fiscal Year ended June 30, 2017 Filed September 28, 2017, File No. 001-34409

Dear Sirs:

On behalf of Recon Technology, Ltd. (the
“Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) set forth in the above-referenced letter.

Form 20-F for the Fiscal Year ended June 30, 2017

Note 7. Purchase Advances, Net, page F-14

 1. We note your response to prior comment one, concerning your accounting for and disclosures about
purchase advances. Based on your response, it remains unclear why you do not believe FASB ASC 605-35-25-39 and 41 are applicable,
as you previously indicated that purchase advances were incurred with the objective of securing contracts to complete three customer-specific
projects, and considering this guidance covers costs incurred in anticipation of contracts, in advance of obtaining those contracts.

If the purchase advances
referenced in your prior response were not intended to result in obtaining contracts, provide further details about the arrangements
and explain how the facts and circumstances are not characteristic of the work that would be performed in the arrangements outlined
in FASB ASC 605-35-15-2 and 3, and are instead encompassed in the arrangements outlined in FASB ASC 605-35-15-6, if this is your
view. Otherwise, comply with the specific disclosure requirements referenced in our prior comment; and disclose your method of
accounting for contracts and pre-contract costs.

The Company acknowledges the comments and concluded that FASB
ASC 605-35-25-39 and 41 are applicable to us. We will include the following proposed disclosures in our significant accounting
policies section of our footnotes in our future filings:

“Purchase Advances - Purchase
advances are the amounts prepaid to suppliers for purchases of customized equipment in anticipation of obtaining planned contracts
for the Company’s hardware and software revenues and these advances are considered as pre-contract costs.

Pre-Contract Costs – The
Company defers purchase advances made that it expects to be used in connection with the anticipated contracts, so long as recovery
is considered probable, and recognized as inventory when the customized equipment is delivered and received. If it subsequently
confirms that the Company is unable to secure the planned contracts with a customer after making the purchase advances, the Company
evaluates the probable recoverability of the advance and charges the improbable recovery amounts as purchase advances allowances.
The Company determines that the recovery of such purchase advances is improbable when the Company is unable to request that a supplier
refund the purchase advances or obtain credits to change the purchase order to other customized equipment.

The Company evaluates its purchase
advances on a semi-annually basis. If it expects to receive its customized equipment within one year, the purchase advances are
classified as current assets. If it does not expect to utilize the purchase advances within one year, the purchase advances will
be classified as long-term assets. As of June 30, 2018, 2017 and 2016, the Company expected to receive its purchased advances,
net of allowance, within one year.

Contract
Costs - Direct costs, such as material, labor, and subcontracting costs and indirect costs allocable to
contracts include the costs of contract supervision, tools and equipment, supplies, quality control and inspection,
insurance, repairs and maintenance for quality assurance purposes before clients’ initial acceptance, depreciation and
amortization are included in the inventory work-in-process and recognized as cost of revenues when the product is shipped and
accepted. The Company uses the completed contract method for revenue recognition. Once products are delivered, installed and
debugged for intended use and accepted by a client, which may last from weeks to months (this process is decided by the
client’s individual project construction arrangement), the Company records revenue and deferred revenue if there is any
requirement of quality assurance or maintenance per contract. Deferred revenue varies from 5% to 10% of contract amount and
the period after which such revenue is recognized is generally one year following installation. The Company does not confirm
revenue from deferred items until the end of the whole maintenance period. Minor costs for repair during the maintenance
period after initial acceptance are recorded as cost of goods sold as they are incurred. All other general and administrative
costs and selling costs are charged to expenses as incurred. The Company generally ships its products approximately one week
to six months after production begins and the timing depends on the size of the overall project.

As of June 30, 2018, 2017 and 2016, except
for the Projects mentioned in our prior response, the Company has no contract with processing period above one year. In addition,
we hereby confirm that we will adopt ASC 606 on July 1, 2018 and such presentation will be disclosed in our June 30, 2018 Form
20-F.

 2. We believe that you will need to more clearly disclose the nature of and reasons for significant
purchase advances, including a description of any related and expected future revenue generating activity, the timeframe in which
such activity is planned, and any uncertainties regarding the prospect for recovering the amounts. You should also expand your
Critical Accounting Policies and Estimates disclosure to address the key assumptions underlying your accounting for material arrangements
and the reasonably likely material effects of resolving any uncertainties on your financial statements. If you prefer to limit
compliance to future filings, please submit the revisions that you propose and explain your rationale and view as to the materiality
of current arrangements.

The Company acknowledges the comments and
will disclose the following proposed disclosure in our liquidity and capital resource section to more clearly disclose the nature
of and reasons for significant purchase advances, including a description of any related and expected future revenue generating
activity, the timeframe in which such activities is planned, and any uncertainties regarding the prospect for recovering the amounts
as follows:

“Purchase Advances

Purchase advances are
the amounts prepaid to suppliers for purchases of customized equipment in anticipation of obtaining planned contracts for
the Company’s hardware and software revenues and these advances are considered as pre-contract costs. As of June 30, 2018,
we prepaid approximately ¥XX purchase advances to our suppliers as compared to approximately ¥11.5 million at June
30, 2017. The change in purchase advances is mainly due to the change in our anticipation of securing new sales contacts and
to secure the materials for our timely performance under such contracts. The production of our product required custom-made
equipment from our suppliers. To ensure that we can secure the required customized equipment, we would need to make full
prepayment for our intended purchases. As a standard practice in the petroleum extraction industry, we generally must submit
a bid in order to secure the sales contract. The bidding process generally takes between one month to one year and the timing
depends on the size of the overall project, which timing and size are generally controlled by our client. In order to secure
timely purchase delivery and to meet our product delivery schedule, we normally would prepay for the purchase advances if we
believe that we are more than likely to win the bid for the sales contract. After winning the bid and the sale contract is
secured, we normally need to deliver our products approximately within one week to six months. Based on our historical
experience, we are generally able to realize our purchase advances on the customized equipment that we ordered. If we do not
secure the sales contract after making prepayment, we seek to negotiate with our suppliers for them either to issue refund of
the purchase advances or issue credits for us to purchase similar products with similar models with our future contracts. If
we determine that our suppliers are unlikely to refund or credit for future purchases or if we are unlikely to secure
projects to use those products in the foreseeable future, we provide a 100% allowance on the improbable recovery
amounts.”

We also will expand our disclosure in our
Critical Accounting Policies and Estimates section to address the key assumptions underlying our accounting for material arrangements
and the reasonably likely material effects of resolving any uncertainties on our financial statements as follows:

“Estimates and assumptions - The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted
to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial
statements include allowance for doubtful accounts related to trade accounts receivable, other receivables and purchase advances,
allowance for inventory, the useful lives of property and equipment, valuation allowance for deferred tax assets and the fair value
of share- based payments. Since the use of estimates is an integral component of the financial reporting process, actual results
could differ from those estimates.

The key assumptions
underlying the Company’s accounting for material arrangements and the reasonably likely material effects of resolving
any uncertainties on the Company’s allowance for doubtful accounts related to purchase advances. The production of
the Company’s products requires custom-made equipment from its suppliers. To ensure that it can secure the
required customized equipment, the Company often needs to make full prepayment for its intended purchases. As a standard
practice in the petroleum extraction industry, the Company generally must submit a bid in order to secure the sales contract.
The bidding process generally takes between one month to one year and the timing depends on the size of the overall project,
which timing and size are generally controlled by its client. In order to secure timely purchase delivery and to meet its
product delivery schedule, the Company normally prepays for the purchase advances if the Company believes that it is more
than likely to win the bid for the sales contract. After winning the bid and securing the sale contract, the Company normally
needs to deliver its products approximately within one week to six months. Based on the Company’s historical
experience, the Company generally is able to realize its purchase advances on the customized equipment that it orders. If the
Company does not secure the sales contract after making prepayment, its seeks to negotiate with its suppliers for them either
to refund the purchase advances or issue credits for the Company to purchase similar products with similar models with its
future contracts. If the Company determines that its suppliers are unlikely to refund or credit for future purchases or if it
is unlikely to secure projects to use those products in the foreseeable future, the Company provides a 100% allowance on the
specific advances. As of June 30, 2018, the Company has approximately ¥XX of purchase advances that it are still pending
of securing sales contract bid, of which we estimate ¥XX will not be realizable and have accordingly provided an
allowance. In addition, we have written off ¥XX during the year ended June 30, 2018  that have aged more  than two years
and the Company does not expect to recover the amount in the near future. The balance of ¥XX of such allowance remains
outstanding at June 30, 2018 as it has not yet exceeded two years in aging or otherwise been deemed uncollectible.”

The Company confirms that its annual report
on Form 20-F for the year ending June 30, 2018 will address matters relating to the status of uncertainties as to its order book,
prepayments and recovery of prepayments and performance under existing contracts.

Thank you in advance for your assistance
in reviewing this response. Should you have any questions with respect to the above response, please contact me.

    Sincerely,

    Recon Technology, Ltd.

    By:
    /s/ Jia Liu

    Name:
    Jia Liu

    Its:
    Chief Financial Officer

cc: Anthony Basch, Partner, Kaufman & Canoles,
P.C.

Joy Pan, Partner, Friedman LLP

Mail Stop 4628

May 24, 2018

Via Email
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Room 1902, Building C, King  Long International Mansion
No. 9 Fulin Road, Beijing 100107
Peoples Republic of China

Re: Recon Technology, Ltd.
 Form 20-F for the Fiscal Year ended June 30, 2017
 Response d ated May 9 , 2018
File No. 001-34409

Dear  Ms. Jia :

We have reviewed  your May 9 , 2018  response to our comment  letter  and have  the
following comment s.  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 oth erwise, our references to prior comments are to comments in our  April 25 ,
2018  letter .

Form 20 -F for the Fiscal Year ended June 30, 2017

Note 7. Purchase Advances, Net, page F -14

1. We note  your response to prior comment one, concerning your accounting for and
disclosures about  purchase advances.  Based on your response, it  remains unclear why
you do not believe FASB ASC 605 -35-25-39 and 41 are applicable , as you previously
indicated  that purchase  advances were incurred with the objective o f securing  contracts to
complete three customer -specific projects , and considering this guidance cover s costs
incurred in anticipation of contracts , in advance of obtaining those contracts .

Liu Jia
Recon Technology, Ltd.
May 24, 2018
Page 2

 If the purchase  advances referenced in your prior response  were not i ntended to result in
obtaining  contract s, provide further details about the arrangements and explain how the
facts and circumstances are not characteristic of the work that would be performed  in the
arrangements  outlined in FASB ASC 605 -35-15-2 and 3, and are inst ead encompassed in
the arrangements outlined in FASB ASC 6 05-35-15-6, if this is your view .  Otherwise,
comply with  the specific disclosure requirements referenced in our prior comment ; and
disclose your method of accounting for contracts and pre-contract costs .

2. We believe that you will need to more clearly disclose the nature of and reasons for
significant purchase advances , including a description of  any related and expected future
revenue generating activity , the timeframe in which such activity is planned, and any
uncertainties regarding the prospect for recover ing the amounts .  You should also  expand
your Critical Acc ounting Policies  and Es timate s disclosur e to address  the key
assumptions  underlying your  accounting for material  arrangements  and the reasonably
likely  material effects of resolving any uncertainties on your financial statements .  If you
prefer to limit compliance to future filings, please submit the revisions that you propose
and explain your rationale  and view as to the materiality o f current arrangements .

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824, John Cannarella,
Staff Accountant, at (202) 551 -3337 or me at (202) 551 -3686 with any questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

Room 1902, Building C, King Long International
Mansion

No. 9 Fulin Road, Beijing, China 100107
+86 (10) 8494-5799

May 9, 2018

Karl Hiller, Branch Chief

Joseph Klinko, Staff Accountant

Office of Natural Resources

U.S. Securities and Exchange Commission

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Recon Technology, Ltd.

SEC comment letter dated April 25, 2018 regarding
Form 20-F for the Fiscal Year ended June 30, 2017 Filed September 28, 2017, File No. 001-34409

Dear Sirs:

On behalf of Recon Technology, Ltd. (the
“Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) set forth in the above-referenced letter.

Form 20-F for the Fiscal Year ended June 30, 2017

Note 7. Purchase Advances, Net, page F-14

 1. We note your response to prior comment one, concerning your accounting for purchase advances
that were made to obtain equipment, materials, or other goods or representation of local partners in anticipation of obtaining
contracts for an internet system project, a pipeline project, and a gas storage project, in order to meet the specific requirements
of the counterparties in advance of obtaining the contracts. We understand that you planned to develop and sell specialized industrial
automation control and information solutions as part of the project fulfillment process, but never obtained contracts for the projects.

We note that although you
have historically reported purchase advances as a current asset, the impairment that you recognized during 2016 included advances
that had been made as early as 2010. Given the nature of work that you envisioned, it is unclear why you would not follow the guidance
for contractual arrangements referenced in FASB ASC 605-35-15-2 and 3, and the guidance for pre-contract costs in FASB ASC 605-35-25-39
and 41. This permits certain types of costs to be deferred, when incurred in anticipation of a contract, provided that recovery
is considered probable.

If there is uncertainty concerning
the determination or ultimate realization of contract costs deferred, you should disclose the amounts, the nature and status of
principal items comprising the amounts, and the portion that is expected to be collected beyond one year to comply with FASB ASC
910-20-50-1. For prepayments made in anticipation of specific contracts that qualify for deferral and which are deferred as pre-contact
costs, disclose your accounting policy pertaining to the deferrals and recoverability assessment, and the amounts involved to comply
with FASB ASC 910-340-50-1.

The Company acknowledges the comments and concluded that  the guidance for contractual arrangements referenced in FASB ASC 605-35-15-2
and 3, and the guidance for pre-contract costs in FASB ASC 605-35-25-39 and 41 is not applicable to the referenced projects.

Recognition of revenue for long-term contracts is
governed by ASC 605-35 and ASC 910. The accounting for long-term construction contracts is complicated by the need to rely
upon estimates of revenues, costs to be incurred, and progress toward completion. Contracts must meet the specified criteria
that are set forth in ASC 605-35-25 and under  the completed-contract method  or percentage-of-completion method,
full provision is to be made for losses on contracts in the period in which the loss becomes evident. The guidance of FASB
ASC 605-35-15-2 applies to many scenarios, including the performance of contracts for which specifications are provided by
the customer for the construction of facilities or the production of goods or the provision of related services.
Contracts covered by this subtopic are binding agreements between buyers and sellers in which the seller agrees, for
compensation, to perform a service to the buyer’s specifications. By contrast, during our procurement process for the
projects in question, no binding agreements were entered with the customers, no specifications were received from customers
and no material or inventory were received from the suppliers. As a result, the Company does not believe such facts satisfy
the contract accounting criteria contemplated by ASC 605-35-15-2. The provision the Company recognized during 2016,
which included prepayments that were made as early as 2010, should not be recognized a deferred cost or loss of changed order
because  a construction-type or production-type contract never existed. Accordingly, ASC 910-20-50-1 and ASC 910-340-50-1 do not apply.
Instead, the Company records revenue under ASC 605 and SAB Topic 13, which provide generally that it is appropriate  to
recognize revenue when the following four criteria are met: (1) persuasive evidence of an arrangement, (2) delivery has
occurred or services have been provided, (3) the sales price is fixed or determinable, and (4) collectability is reasonably
assured. Delivery does not occur until products have been shipped or services have been provided to the customers and the
customers have signed a completion and acceptance report, risk of loss has transferred to the customers, customers’
acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in customers’
acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all
contingencies related to the sale have been resolved.

As a general practice in the industry in China, the
Company is required to make prepayments (advances to suppliers) to secure the materials to win the bids. If the Company does
not win the bid, the suppliers either refund the prepayments or issue credits to the Company for future purchases, as
negotiated by the Company after the progress of projects are cancelled or postponed by suppliers. When the prepayments were
paid to its suppliers for Project A11, Project Pipeline and Project Hua Bei, the bidding processes were not initiated or
started. The Company did not receive the inventory or materials from the suppliers. Since the Company did not enter any
binding agreements with the customers and the advances made to the suppliers were refundable or creditable, the Company
recorded payments made to the suppliers as prepayments in accordance with ASC 340 instead of pre-contract costs based on the
nature of the accounts. Advances to suppliers on purchase commitments, materials prepayment, are carried at face value less,
where applicable, a provision for anticipated non-payments. Considering the bids process are started within one year from the
each balance date, the Company recorded the portion of prepayments applicable to operations in the next year as current
assets.

As the bidding processes of the projects were not started as
expected, the Company requested the suppliers to refund the prepayments paid to them or obtain credits for future purchases. Based
on the management’s continuing efforts, approximately RMB 4.1 million of refund were received. At the end of June 2016, the
Company did not expect additional refunds or credits to be obtained from the suppliers and recorded non-payment allowances accordingly.

Based on the foregoing, the Company has concluded that the guidance
for contractual arrangements referenced in FASB ASC 605-35-15-2 and 3 and the guidance for pre-contract costs in FASB ASC 605-35-25-39
and 41 do not apply to the referenced projects. The Company recognizes that such treatment may change in the future, if the Company
participates in long-term services or more complicated contracts and will also continue to assess the applicability
of FASB ASC 606 as its projects develop.

 2. Please expand your disclosures to address the general requirements of FASB ASC 605-35-50, and
FASB ASC 606-10-50, as applicable.

In May 2014, the FASB
issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09) (the
“New Revenue Standard”) will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core
principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. The Company acknowledges the comments and is currently evaluating the impact of this new standard of FASB
ASC 606-10-50 on its consolidated financial statements and related disclosures and will expand disclosures to address the
general requirement of FASB ASC 605-35-50 and FASB ASC 606-10-50 when they become effective for the Company in the first
quarter of fiscal 2019. The Company expects its guidance metrics to change beginning at that time. The Company plans to
disclose the impact of new revenue standard in its Form 20-F for fiscal year ended June 30, 2018. The Company plans to
disclose the following in such annual report:

The following is a summary discussion
of the expected impacts from the adoption of the updated Rule of ASU 2014-09. Please refer to Note 1 – Basis of
Presentation and Summary of Significant Accounting Policies for additional information regarding the adoption of these
standards.

ASU 2014-09 - Revenue: the Company would
adopt this standard using the modified retrospective method of adoption, which the Company would apply the new guidance only to
contracts that are not completed at the adoption date and would not adjust prior reporting periods.. The adoption of this standard
is not expected to have a material impact for most of our revenues. Accordingly, the impact on comparability is likewise not expected
to be material with the exception of certain revenues currently reported in Hardware and Software that will be reported in Service
revenue in 2018. These revenues relate to certain onsite maintaining services performed in connection with the installation of
equipment that are expected to be considered part of the equipment sale performance obligation in 2018. No other material impacts
are expected in 2018.

Another change we will have
upon adoption of  the new revenue standard is with respect to deferred contract costs. The new revenue standard requires the
incremental costs to obtain a contract, which for us is primarily sales commissions paid to sales people and agents, to be
deferred and amortized over the term of the related contract. We do not expect the post-adoption policy of deferral and
amortization of these costs to have a material impact on our future Consolidated Statements of Operations.

Thank you in advance for your assistance
in reviewing this response. Should you have any questions with respect to the above response, please contact me.

    Sincerely,

    Recon Technology, Ltd.

    By:
    /s/ Jia Liu

    Name:
    Jia Liu

    Its:
    Chief Financial Officer

 cc: Anthony Basch, Partner, Kaufman & Canoles, P.C.

Joy Pan, Partner, Friedman LLP

Mail Stop 4628

April 25, 2018

Via Email
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Room 1902, Building C, King  Long International Mansion
No. 9 Fulin Road, Beijing 100107
Peoples Republic of China

Re: Recon Technology, Ltd.
 Form 20-F for the Fiscal Year ended June 30, 2017
 Response d ated April 3, 2018
File No. 001-34409

Dear  Ms. Jia :

We have reviewed  your April 3, 2018  response to our comment  letter  and have the
following comment s.  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 20,
2018  letter .

Form 20 -F for the  Fiscal Year e nded June 30, 2017

Note 7. Purchase Advances, Net , page F -14

1. We note your response to prior comment one , concer ning your accounting for purchase
advances  that were made to obtain equipment, materials, or other goods  or representation
of local partner s in anticipation of obtaining contracts  for an internet system project, a
pipeline project, and a gas storage project , in order to meet the specific requirements of
the counterparties  in advance of obtaining the contract s.  We understand that you planned
to develop and sell specialized industrial automation control and information solutions as
part of the project fulfillment process , but never obtained contracts  for the projects .

Liu Jia
Recon Technology, Ltd.
April 25, 2018
Page 2

We note that although you have historically report ed purchase advances as a current
asset , the impairment that you recognized during  2016 included advances that had been
made as early as 2010 .  Given the nature of work that you envisioned , it is unclear why
you would not follow the guidance for contractual arrangements referenced in FASB
ASC 605 -35-15-2 and 3, and the guidance f or pre -contract costs in FASB ASC  605-35-
25-39 and 41 .  This  permits  certain types of costs to be deferr ed, when incurred in
anticipation of a contract,  provided that recovery is considered probable .

If there is uncertainty concerning the determination or ultimate realization  of contract
costs deferred , you should  disclose the amount s, the nature and status of principal items
comprising the amount s, and the portion that is expected to be collected beyond one year
to comply with FASB ASC 910 -20-50-1.  For prepayments made in anticipation of
specific contracts  that qualify for deferral and which are deferred as pre-contact costs ,
disclose your accounting  policy pertaining to the  deferral s and recoverability  assessment ,
and the amounts involved  to comply with FASB ASC 910 -340-50-1.

2. Please expand your disclosures to address t he general requirements of FASB ASC 605 -
35-50, and FASB ASC 606 -10-50, as applicable .

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824, John Cannarella,
Staff Accountant, at (202) 551 -3337 or me at (202) 551 -3686 with any questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

Room 1902, Building C, King Long International
Mansion

No. 9 Fulin Road, Beijing, China 100107
+86 (10) 8494-5799

April 3, 2018

Karl Hiller, Branch Chief

Joseph Klinko, Staff Accountant

Office of Natural Resources

U.S. Securities and Exchange Commission

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Recon Technology, Ltd.

    SEC comment letter dated March 20, 2018 regarding Form 20-F for the Fiscal Year ended June 30, 2017 Filed September 28, 2017, File No. 001-34409

Dear Sirs:

On behalf of Recon Technology, Ltd. (the
“Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) set forth in the above-referenced letter.

Form 20-F for the Fiscal Year ended June 30, 2017

Note 7. Purchase Advances, Net, page F-14

 1. We note that your provision to the allowance for doubtful accounts of purchase advances was
¥2,862,230 for the year ended June 30, 2015 and ¥12,368,755 for the year ended June 30, 2016. However, aside from the general
references on pages 50 and F-14, we do not see disclosure of any specific details about purchase advances and provisions, such
as descriptions of the equipment and projects, difficulties with suppliers, or reassessments of profitability, as would ordinarily
accompany disclosure under Item 5.

Please submit a schedule
of the various payments that comprise the balance associated with the allowance at the end of each period,
along with the dates those payments were made and a description of the inventory or equipment and the projects contemplated when
you placed the orders, including the expected dates for equipment receipt and project completion, and describe any terms established
for sequential payments.

Tell us the reasons you later
canceled or postponed the orders or otherwise determined that an allowance was necessary, and explain how you assessed the effects
of changing relationships with suppliers and needs for equipment on your operations.

Please clarify whether the
assets associated with purchase advances as of June 30, 2017 represent future inventory, or relate to equipment being acquired
for a specific contract with a third party. Tell us your rationale for the current asset classification, specify the dates your
suppliers have agreed to provide such inventory or equipment to you, along with the timeframe that you expect to realize the value
in a subsequent sale.

The Company acknowledges the comments and provides details regarding
the provision to the allowances for doubtful accounts of purchase advances, reassessment of the provision and the reasons for the
cancelled purchase orders.

Background of the Company’s
business operation and the relevant accounting policy in the last five years

Before the oil
industry recession in 2014, the Company’s incremental business depended heavily on the Da Qing Oilfield projects and
the oil pipeline projects in the Southwest Oilfields of China Petrochemical Corporation (“Sinopec”) which is the
second largest oil and gas producer in China and one of the largest integrated energy groups in the world. The Company was
also seeking business opportunities to participate in some large scale projects, including the underground natural gas
storage project in the Hua Bei Oilfields of China National Petroleum Corporation (“CNPC”), beyond its prior line
of business. CNPC is the largest oil and gas producer in China and one of the largest integrated energy groups in the world.
In order to win the bids and complete contracts on time, the Company  typically ordered the customized products before
the projects started, and sometimes even before the official bidding process began. CNPC and Sinopec enhanced their internal
operating and project management processes, and the Company  also improved its procurement process and efficiency and
significantly reduced early inventory acquisitions and related purchase advances.

Full advance payment is generally
required when the Company places orders, especially when customized products or imported products are required.

Purchase advances are the amounts
prepaid to suppliers for purchases of inventory and are recognized as inventory when the final amount is paid to the suppliers
and the inventory is delivered. Goods to be delivered or services to be rendered for related projects that will be utilized within
one year are classified as current assets, and those utilized after one year are classified as non-current assets. The Company’s
management (“Management”) makes assessment of projects and progress periodically. The Company’s accounting policy
and procedure regarding allowances for purchase advances or the timing of write-offs were set based on its past experiences over
the years with different clients and its knowledge of client project status or progress. An allowance for doubtful accounts is
recorded in the period in which a loss is determined to be probable. The Company also makes a specific allowance if there is strong
evidence indicating that a purchase advances is likely to be unrecoverable. The Company maintains offices at each client site for
those targeted projects in order to communicate with clients on a regular basis and manage client services in a productive manner
in response to project needs. Frequent communications with clients and cooperation with local partners also allow the Company to
have considerable knowledge about its different clients and their project progresses, which in certain instances constitute part
of the basis for determining treatment of an accounting item. Advances are charged off against the allowance after all means of
collection have been exhausted, and the potential for recovery is considered remote.

From fiscal 2014 through fiscal
2017, our industry saw significant decreases in oil prices, which reduced our clients’ capital expenditures on previously
committed projects. This letter discusses the impact of these reductions in capital expenditures, the adverse impact on our operations
from 2013 through 2016 and detailed information about purchase advances, allowances for doubtful accounts and write offs of those
amounts.

Project Inventory Purchases
Advances

All numbers are in RMB as
otherwise noted.

    Balance
    Charge
    to expense
    Component

    Fiscal Year 2015

    Major

    Miscellaneous

    Purchase
    Advances
      22,845,030

    Allowance
    for doubtful accounts
      (4,222,492 )
      2,862,230
      2,400,020
    (1)
      462,210

    Purchase
    Advances, net as of June 30, 2015
      18,622,538

    Balance

    Fiscal
    Year 2016

    Purchase
    Advances
      17,914,552

    Allowance
    for doubtful accounts
      (16,591,247 )
      12,368,755
      12,822,305
    (2)(3)
      (453,550 )

    Purchase
    Advances, net as of June 30, 2016
      1,323,305

    Balance

    Fiscal
    Year 2017

    Purchase
    Advances
      11,877,790

    Allowance
    for doubtful accounts
      (401,790 )
      381,436
      330,093

      51,343

    Purchase
    Advances, net as of June 30, 2017
      11,476,000

    Item
    Project
    Payment Date
    Advanced

        payment

    Amount

        Utilized

    Uncovered

        Balance

    Allowance

        Charged
        to

        Expenses

    Written
off

    Purchase item
    Expected Revenue
    Expected project start date
    Expected project completion date
    Project follow-up

    2015 (1)
    2016 (2)
    2017 (3)

    (i)
    Project
    A11
    11/27/2013
     1,000,000
    (799,960)*
    200,040
     100,020
     100,020
    200,040
    RTU

    Control cabinet

    Variable frequency motor Sensor
     RMB
    11 million
    Middle
    of year 2014
    End
    of year 2015
    The
                                         overall Project A11 ceased.

        As of fiscal year 2017,
        only a small scale pilot program was implemented.

    12/20/2013
     1,000,000

    1,000,000
     500,000
     500,000
     1,000,000

    1/4/2014
     3,600,000

    3,600,000
     1,800,000
    1,800,000
     3,600,000

    Sub
    Total
    4,800,040
    2,400,020
    2,400,020
    4,800,040

    6/26/2014
     1,868,271

     1,868,271

    1,868,271
     1,868,271

    12/23/2014
    550,000

    550,000

     550,000
    550,000

    3/2/2015
    362,364

    362,364

     362,364
    362,364

    Sub
    Total
    2,780,635
    -
    2,780,635
    2,780,635
    ——
    ——
    ——
    ——
    ——

    (ii)
    Project
    Pipeline
    12/5/2012
     3,041,700

     3,041,700

    3,041,700
     3,041,700
    Pipeline
    monitoring system
    RMB
    5 million
    March
    2014
    June
    2015
    Project
                                         ceased.

        Please refer to (3)(a)
        for further plan.

    5/28/2013
    500,000

    500,000

     500,000
    500,000

    Sub
    Total
    3,541,700
    -
    3,541,700
    3,541,700
    ——
    ——
    ——
    ——
    ——

    (iii)
    Project
    Hua Bei
    5/6/2010
     4,102,260
    (2,051,130)
    **
    2,051,130
     -
    2,051,130
     2,051,130
    DCS
    system of Emerson

    Radar hydrostatic gauge
    RMB
    10.5 million
    Early year 2011
    End
    of year 2012
    The
                                         Project was postponed and implementation plan was amended thereafter.

        Please refer to (3)(b)
        for further plan.

    5/25/2010
     4,097,640
    (2,048,820)
    **
    2,048,820
    -
    2,048,820
     2,048,820

    Sub
    Total
    4,099,950
    -
    4,099,950
    4,099,950
    ——
    ——
    ——
    ——
    ——

    Sum
    15,222,325
    2,400,020
    12,822,305
    15,222,325
    ——
    ——
    ——
    ——
    ——

 Note:

* Components of automation hardware, PLC, RTU, Control valve
blocks etc., were delivered to the Company in December 2013.

** Half of each down payment was collected back in cash in June
and December 2013.

 (1) For the fiscal year 2015, the Company recorded ¥2.4 million of allowance for ¥4.8 million of purchase
advances for Project A11.

 (i) Project A11

In 2013, the Company was
informed of the Da Qing Oilfield’s oil and gas production Internet system projects (also known as “Project
A11”) and began to work with Da Qing local companies (the “local partners”) in anticipation of a winning
bid for the projects. The Company’s decision to work with the local partners was based on the customary industry
practice. Da Qing Oilfield, like other oilfield companies in China, selects contractors for its oilfield projects
predominantly from bidders who are pre-qualified based on its criteria. The Company, while meeting all the technical
requirements, had not obtained such a bidder qualification from Da Qing Oilfield during the relevant periods. In order to win
the projects, the Company was required to collaborate with a pre-qualified bidder and the local partners. Based on project information available at that time, the Company expected to generate ¥11 million
of revenue and ¥3 million  of gross profit and Project A11 would start in mid-2014. Since the local partner
required the Company to make advances to purchase inventories to fulfill the project requirements, the Company made ¥5.6
million, in aggregate, of purchase advances in November through December 2013 and in January 2014 to purchase automation
products and other goods. The advances were made in light of the Company’s expected participation in Project A11.

During fiscal 2015, the Company
recorded an allowance of ¥2.4 million of the purchase advances as a result of Da Qing Oilfield’s delay in the start of
Project A11 and expected Project 11 to start in the following year based on the available information at that time. Management
believed ¥2.4 million of estimated allowance was the best estimate and a fair representation of the risk of this project.

 (2) During the fiscal year 2016, the Company recorded ¥12.4 million of allowances, mostly from ¥12.8
million of purchase advances for the following projects:

 (i) An additional ¥5.2 million for Project
A11;

In addition to the above-mentioned
¥4.8 million, the Company also made additional purchase advances in the aggregate amount of ¥2.78 million in June and December
2014 and March 2015 for Project A11. The Company made the advances based on the purchase orders advised by the local partner. The
Company and its local partner had considered the purchase advances necessarily to provide them with a competitive advantage in
the project delivery process.

During fiscal year 2016, as a
result of the Da Qing Oilfield’s changes in development direction and investment plan, Project A11 was postponed but not
terminated. The Company was unable to estimate when Project A11 would continue and recorded a full allowance of ¥5.2 million
for purchase advances for Project A11.

By fiscal year 2017, there was
still no official notice of relaunch or termination of Project A11. The Company had tried to negotiate with the local partner
to use the advances in alternative projects. However, the local partner ceased operation. Although the Company was not able to
locate the local partner, the Company diligently pursued the partner by communicating with others in the industry and staff of
Da Qing oilfield, so by the end of fiscal 2016 the Company had provided an allowance for the advances but had not written them
off. As of the date of this letter, the Company noticed that only a pilot program of A11 project was announced and there is still
no further progress beyond that.

 (ii) ¥3.5 million for a pipeline project in
the Southwest Oilfield of Sinopec (“Project Pipeline”)

The Company made ¥3.5 million
of advances to Beijing Ji Ren Hong Hui Ltd (“Ji Ren Hong Hui”), a distributor of petrochemical equipment, in December
2012 and May 2013 for its pipeline-testing project in the Southwest bureau of Sinopec in Sichuan province. Based on project information
available at that time, the Company expected to generate ¥5 million of revenue and ¥1.5 million of gross profit and Project Pipeline
would start on March 2014.

At the end of fiscal year
2016, Sinopec did not start the project bidding process nor did it launch Project Pipeline. Pursuant to the contract terms,
Ji Ren Hong Hui was not required to refund the advances to the Company. Ji Ren Hong Hui, however, agreed to provide the
Company with a payment credit and supply the automation system ordered by the Company upon further request. The Company
intends to use the payment credit after winning similar projects in the coming years. Since the Company did not expect to
purchase the similar systems in the near future, it provided a full allowance for the advances made to Ji Ren Hong Hui.
Management did, however, plan to use this credit in future periods if and to the extent if successfully bid for appropriate
projects, so Management determined that a write-off was not warranted in fiscal 2016.

 (iii) ¥4.1 million for the Hua Bei Oilfield
gas storage project (“Project Hua Bei”).

In 2010, the Company was informed
of Project Hua Bei. Based on the Company’s experience with the gas storage construction, Management believed it would succeed
in bidding the project. Based on project information available at that time, the Company expected to generate ¥10.5 million
of revenue and ¥2.3 million of gross profit and Project Hua Bei would start in early 2011. In May 2010, the Company made advances
of approximately ¥8.2 million to a distributor of Emerson and Siemens to order the required equipment, electronic system and
specialized products, which were custom-made.

In June and December 2013,
the Company collected ¥4.1 million of total advances in cash as Project Hua Bei was not started as expected and no
purchase instruction was executed. Besides, after continuing negotiations with the suppliers, the Company obtained credit
from the suppliers to purchase electronic equipment within a market value o

Mail Stop 4628
March 20 , 2018

Via Email
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd.
Room 1902 , Building C, King  Long International Mansion
No. 9 Fulin Road , Beijing 100107
Peoples Republic of China

Re: Recon Technology, Ltd.
 Form 20-F for the Fiscal Year e nded June 30, 2017
Filed  September 28, 2017
File No.  001-34409

Dear  Ms. Jia :

We have limited our review  of your filing  to the financial statements and related
disclosures 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
informa tion 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 .

Form 20 -F for the  Fiscal  Year e nded June 30, 2017

Note 7. Purchase Advances, Net , page F -14

1. We note  that your  provision to the allowance for doubtful accounts of p urchase advances
was ¥2,862,230  for the year ended June 30, 2015 and ¥12,368,755 for the year ended
June 30, 2016.  However, aside from the  general reference s on page s 50 and F-14, we do
not see disclosure of any specific details about  purchase advances and provis ions, such as
descriptions of  the equipment  and projects , difficulties with  suppliers , or reassessments of
profitability , as would ordinar ily accompany disclosure under  Item 5 .

Please submit a schedule of the various payments that comprise the balance associ ated
with the allowance at the end of each period, along with the dates those payments were
made and a description of the inventory or equipment and the projects contemplated

Liu Jia
Recon Technology, Ltd.
March 20, 2018
Page 2

 when you placed the order s, including the expected dates for equipment receipt and
project completion , and describe any terms establishe d for sequential  payments .

Tell us  the reasons you later canceled or postponed the order s or otherwise determined
that an allowance was necessary , and explain how you assessed the effects  of changing
relationships with supplier s and needs for equipment  on your oper ations .

Please clarify whether the assets associated  with purchase advances as of June  30, 2017
represent future inventory , or relate to equipment being acquired for a specific contract
with a third party .  Tell us your rationale for the current asset classification,  specify the
dates your s uppliers have agreed to provide  such inventory or equipment to you , along
with the timefra me that you expect to realize the value in a subsequent sale .

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

You may contact  Joseph Klinko, Staff Accountant, at (202) 551 -3824 , John Cannarella,
Staff Accountant , at (202) 551 -3337 or me at  (202) 551 -3686  with any questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch  Chief
Office of Natural Resources

Mail Stop 4628
June 3, 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.
Form 10-K for the Fiscal Year Ended June 30, 2015
Filed September 25, 2015
Preliminary Proxy Statement on Schedule 14A
Filed February 16, 2016
File No. 001-34409

Dear Ms. Liu :

We have completed our review of  your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defens e in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Loan Lauren P. Nguyen

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

CORRESP
1
filename1.htm

    1345
AVENUE OF THE AMERICAS, 11TH FLOOR

NEW YORK, NEW YORK 10105

TELEPHONE: (212)
370-1300

FACSIMILE: (212) 370-7889

www.egsllp.com

VIA EDGAR

May 27, 2016

U.S. Securities and Exchange
Commission

Office of Information Technologies and
Services

100 F Street, N.E.

Mail Stop 4561

Washington, DC 20549

Attn: Loan Lauren P. Nguyen

 RE: Recon Technology, Ltd.

Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed
May 2, 2016

File
No. 001-34409

Dear Ms. Nguyen:

On behalf of Recon Technology, Ltd. (the
“Company”), we hereby respond to the letter dated May 19, 2016 (the “Letter”), from you to
Liu Jia, Chief Financial Officer of the Company, setting forth the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in respect of the Company’s Preliminary Proxy Statement
on Schedule 14A originally filed on February 16, 2016 and amended on May 2, 2016 (the “Proxy Statement”). A
marked version of Amendment No. 2 to the Proxy Statement (the “Amended Proxy Statement”), reflecting all changes
to the Proxy Statement, is being filed publicly with the Commission contemporaneously with the submission of this letter.

As discussed with the staff, the Company
has determined that it will not be pursuing a business combination with QHHY, as referenced in the Proxy Statement, at this time
and will instead proceed in holding its annual meeting solely for the election of its Class III directors and ratification of its
auditor. The Company has updated the Amended Proxy Statement to remove all items related to Proposals 3 and 4, including all exhibits
and financial statements related thereto. As such, the Company will not be addressing the Staff’s comments in the Letter
at this time.

* * * * *

In addition to the foregoing, on behalf
of the Company, we acknowledge that:

should the Commission or the Staff, acting pursuant to delegated authority, qualify
the filing, it does not foreclose the Commission from taking any action with respect to the filing;

    Loan
Lauren P. Nguyen, Legal Branch Chief

                                                                  U.S. Securities and Exchange Commission

May 27, 2016

Page 2 of 2

the action of the Commission or the Staff, acting pursuant to delegated authority,
in qualifying the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

the Company may not assert Staff comments and/or qualification as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions relating to the foregoing, please do not hesitate to contact me at any time at
(212) 370-1300 (reception) or at my email address, swilliams@egsllp.com.

    Very truly yours,

    /s/ Sarah E. Williams

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

Mail Stop 4628
March 8 , 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.
Preliminary Proxy Statement on Schedule 14A
Filed February 16, 2016
  Form 10 -K for the Fiscal Year Ended June 30, 2015
Filed September 25, 2015
Form 10 -Q for the Fiscal  Quarter  Ended December 31, 2015
Filed February 16 , 2016
File No. 001-34409

Dear Ms. Liu:

 We have limited our review of your filings 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 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.

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

Background, page 24

1. We note your assert ion on page 25 that none of your executive officers have any
interest in the proposal that is not shared by the company stockholders; however, in
light of Mr. Chen’s continued involvement in QHHY as a “management level
employee,” please expand your disclos ure in this section to more fully discuss the
nature of his role, if any, in initiating or facilitating discussions between you and
QHHY, as required by Item 14(b)(7) of Schedule 14A.  Please also describe in greater

Liu Jia
Recon Technology, Ltd.
March 8, 2016
Page 2

 detail all facts pertaining to Mr. Chen ’s disposition of ownership interest in QHHY,
as required pursuant to Item 5(a)(1) of Schedule 14A .

2. We note that the board considered a valuation report on QHHY’s financial condition
in reaching its conclusion to recommend approval of the referenced trans action.
Please provide an analysis as to whether this valuation report is materially related to
the transaction under  Item 14(b)(6) of Schedule 14A.  If so , please revise to disclose
information about the valuation report as would be required by Item 1015 (b) of
Regulation M -A.

Anticipated Accounting Treatment, page 26

3. We note your disclosure indicating that you intend to allocate “the aggregate
consideration paid in connection with the Transactions, together with the direct costs
of the Transactions” to QHHY's tangible and intangible assets and liabilities based on
their fair market values.   However, the guidance in FASB ASC 805 -10-25-23
generally requires acquisition -related costs to be recognized as expenses in the
periods in which the costs are incurred.   Please revise as necessary to clarify your
plan to account for transaction related costs and your rationale.

Annex B – QHHY Financial Statements

Note 13 – Pro Forma Financial Information, page F -16

4. Please include updated interim financial statements pursuant to the requirements of
Rule 8 -08 of Regulation S -X.  Pro forma financial information should also be updated
to reflect the most recent interim period.

5. Please add an introductory paragraph to the pro forma financial information briefly
setting forth a description of the business combination, the entities invol ved and the
periods for which the pro forma financial information is presented to comply with
Rule 11 -02(b)(2) of Regulation S -X.

6. We note that you include a pro forma adjustment to show $3.1 million of goodwill in
your preliminary purchase price allocatio n and indicate the fair value of the plant
property and equipment will equate to its current book value.   However, in note (a) on
page F -20, you indicate the fair value adjustment will be ascribed to property and
equipment.   Please reconcile these details and clarify your method of determining the
fair value of the property and equipment and that no value would be assigned to any
intangible assets other than goodwill, such as customer related intangible assets.

Liu Jia
Recon Technology, Ltd.
March 8, 2016
Page 3

 Form 10 -K for Fiscal Year Ended June 30, 2015

Management’s Discussion and Analysis, page 18

Liquidity and Capital Resources, page 30

7. We note that your accounts receivables as of Septem ber 30, 2015 and June 30,
2015  are in excess of your annual revenues for the year ended June 30, 2015 and that
sales continue to decline due to lowered spending by your clients.   We further note
that you do not consider accounts past due until the related receivables are more than
a year old.   On page 31, you state that the increase in receivables correlates with
“operating seasonality and postpone payment” by your clients.   Please expand your
disclosure to describe more thoroughly how seasonality is impacting your collections
in comparing efforts over the two fiscal years, and the extent to which delays with
collecti ons are concentrated among any particular customers who have postponed
payments.   Further, please clarify the extent to which your view of past due amounts
correlates with actual payment terms of one year in your sales agreement and, with a
view towards di sclosure in your critical accounting policies, explain how you
determine that collectability is reasonably assured at the outset of your sales
arrangements, in your revenue recognition approach, considering the extended period
of time that you do not consi der payments to be past due, the increasing magnitude of
the receivables relative to sales, and the extent to which customers have postponed
payments.

Form 10 -Q for the Fiscal Quarter Ended December 31, 2015

Revenues, page 12

8. We note that you did not record software revenue for the three and six months ended
December 31, 2015 and you did not discuss the underlying causes for this reduction
in revenue compared to prior periods.   Pursuant to Item 303 of Regulation S -K, please
provide a discussion that de scribes the extent to which each variance is  attributable to
increases in price, increases in volumes being sold, the introduction of new products
or services or other relevant economic events and known trends or uncertainties that
impact future periods.   Quantification of the changes should be precise, including use
of dollar amounts or percentages, as reasonably practicable.   Please revise your filing
to quantify and disclose in dollars the extent to which events or trends impact
revenues.   Your discussio ns should inform the reader of the specific trends,
circumstances or events that are known to have caused a change.

Gross Profit, page 13

9. We note your disclosure explaining that gross profit as a percentage of revenue
decreased to 20.0% for the three months ended December 31, 2015 from 42.1% for
the same period in 2014.   You indicate this was mainly due to the decrease of
software sales with  higher margins compared with lower margins on the hardware
revenues.   However, given that prior period software sales were just RMB 1,069,658

Liu Jia
Recon Technology, Ltd.
March 8, 2016
Page 4

 of total revenues of RMB 21,328,972, we do not see how a change in software sales
could impact your gross margin to the degree you suggest.

Please submit an analysis of the change, your underlying computations, and any
disclosure revisions that you propose to more accurately describe the underlying
causes of the decrease in gross profit expressed as a percentage o f revenue for the
three and six months ended December 31, 2015.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 19 34 and all applicable Exchange Act rules require.   Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In respondi ng to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do  not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact John Cannarella, Staff Accountant, at (202 ) 551 -3337 or Karl
Hiller, Accounting Branch Chief, at (202) 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

April 8 , 2013

Via E -mail
Ms. Liu Jia
Chief Financial Officer
Recon Technology Ltd .
1902 Building C
King Long International Mansion
9 Fulin Road, Beijing 100107
People’s Republic of China

Re: Recon Technology Ltd.
 Form 10 -K for Fis cal Year En ded June 30, 2012
 Filed September 28 , 2012
 File No . 1-34409

Dear Ms. Liu :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CC: Bradley A. Haneberg
 Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

April 1, 2013

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Caroline Kim and Sirimal Mukerjee, Staff Attorneys

 Re: Recon Technology Ltd.

Form 10-K for Fiscal Year Ended June
30, 2012 Filed September 28, 2012

File No. 1-34409

Dear Ms. Kim and Mr. Mukerjee:

On behalf of Recon Technology, Ltd (the “Company”),
we hereby provide responses to the comments raised in that certain letter from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “SEC”) to the Company dated March 18, 2013. For the Staff’s convenience,
we have included the Staff’s comment verbatim above our response.

Form 10-K for Fiscal Year Ended June 30, 2012

Management’s Discussion and Analysis of Financial
Condition and Results of Operation, page 16

 1. We note your response to prior comment 2 that you did not have any material capital commitments for the fiscal years ended
June 30, 2012 and 2011, and re-issue such comment. Please expand your disclosure to explain any material changes in any capital
commitments and anticipated sources of funding for such activities or provide an analysis in necessary detail as to why you continue
to believe that you did not have any material capital commitments for the above-referenced fiscal years. In this regard, we note
that your research and development expenses doubled for 2012 from 2011. Also, please disclose your capital expenditures budget
for 2013. Refer to Item 303(a)(2) of Regulation S-K. For guidance concerning this disclosure requirement, see SEC Release No. 34-26831,
Part III.B (May 18, 1989). If you have not determined such budget at the time of your filing, please disclose such information
in your filing.

The Company acknowledges the comment and will expand its discussion
of capital commitments as to read as follows:

Capital Commitments and Anticipated Sources
of Funding

As a certified high technology company in China which
receives favorable tax treatment and other benefits, we are required to devote 6% of our revenues to qualifying research and development
expenses in order to maintain our certification. In fiscal years 2011 and 2012, our required expenditures were RMB 3,029,902 and
RMB 2,908,584, respectively. Moreover, for fiscal year 2013, we expect we will need to spend approximately RMB 5,200,000 for such
purposes.

In order to meet these requirements and in furtherance
of our strategic plans, our capital commitments over the last two years and our anticipated capital commitments in fiscal 2013
are as follows:

    Capital Commitment

    Fiscal Year

    2011

    2012

    2013 (Expected)

    Automation System/Software

    ¥
    873,680

    ¥
    2,748,336

    ¥
    3,008,850

    Furnaces and Other Capital Expenditures

    ¥
    2,204,711

    ¥
    3,785,083

    ¥
    4,815,270

    Total

    ¥
    3,078,391

    ¥
    6,533,419

    ¥
    7,824,120

Our expenditures on capital commitments have been
related to the development, upgrading and customization for new uses of our automation systems and software and our furnace and
furnace-related products.

The increase in expenditures between 2011 and 2012
for our automation systems and software was a result of developing some new SCADA systems. We expect to further increase such expenditures
by approximately ¥261,000 in 2013 because we plan to update some automation systems so that they can be applied to coal bed
methane production.

The increase in expenditures between 2011 and 2012
for our furnaces and related products was a result of increased material costs and expenses on furnaces development and testing.
We expect to further increase such expenditures by approximately ¥1,030,000 in 2013 because we need to develop more new furnace
models according to our client’s requirements and to maintain our high technology status.

We have paid our capital commitments in 2011 and 2012,
and expect to pay them in 2013, with our available working capital. To the extent we do not have sufficient working capital to
meet such commitments, we will either need to determine to limit our expenditures if doing so is feasible and allows us to continue
to qualify as a high technology company or raise additional funds to be able to continue to make such capital expenditures. We
expect that we will be able to meet our capital commitments in fiscal 2013 with currently available working capital.

***

The Company is hopeful that the foregoing answers adequately
address the Staff’s questions and looks forward to answering any further questions the Staff may have. You may contact me
or the Company’s attorneys, Bradley Haneberg (804.771.5790) and Anthony Basch (804.771.5725) with any further questions.
In addition, the Company acknowledges that:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Sincerely,

/s/ Liu Jia

Liu Jia

Chief Financial Officer

March  18, 2013

Via E -mail
Ms. Liu Jia
Chief Financial Officer
Recon Technology Ltd .
1902 Building C
King Long International Mansion
9 Fulin Road, Beijing 100107
People’s Republic of China

Re: Recon Technology Ltd.
 Form 10 -K for Fis cal Year En ded June 30, 2012
 Filed September 28 , 2012
 Response dated March 1, 2013
 File No . 1-34409

Dear Ms. Liu :

We have reviewed your filing s 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 this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Ms. Liu Jia
Recon Technology Ltd .
March  18, 2013
Page 2

 Form 10 -K for Fiscal Year Ended June 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Op eration ,
page 16

1. We note your response to prior comment 2 that you did not have any material  capital
commitments for the fiscal years ended June 30, 2012 and 2011, and re -issue such
comment.  Please expand your disclosure to explain any material changes  in any capital
commitments and anticipated sources of funding for such activities  or provide an analysis
in necessary detail as to why you continue to believe that you did not have any material
capital commitments for the above -referenced fiscal years .  In this regard, we note that
your research and development expen ses doubled for 2012 from 2011.   Also, p lease
disclose your capital expenditures budget for 201 3.  Refer to Item 303(a)(2) of
Regulation S -K.  For guidance concerning this disclosure requiremen t, see SEC Release
No. 34 -26831, Part III.B (May 18, 1989).  If you have not determined such budget at the
time of your filing, please disclose such information in your filing.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act
of 193 3 and the  Securities Exchange Act of 1934 , and that they ha ve provided all information
investors require for an informed investment decision.  Since the company and its management
are in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosure s they have made.

Please contact Caroline Kim, Staff Attorney, at (202) 551 -3878 or  Sirimal Mukerjee,
Staff Attorney,  at (202) 551 -3340  with any questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

cc: Bradley A. Haneberg
 Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

March 1, 2013

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Caroline Kim and Sirimal Mukerjee, Staff Attorneys

Dear Ms. Kim and Mr. Mukerjee:

On behalf of Recon Technology, Ltd (the “Company”),
we hereby provide responses to the comments raised in that certain letter from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “SEC”) to the Company dated February 15, 2013. For the Staff’s convenience,
we have included the Staff’s comment verbatim above our response.

Form 10-K for Fiscal Year Ended June 30, 2012

Business, page 1

 1. We note your disclosure at page 12 relating to the Catalogue of Industries for Guiding Foreign Investment (Revised 2007).
Please update your disclosure to address the effects, if any, on your business in respect of the revised Catalogue promulgated
in December 2011.

The Company confirms that it will update its disclosure in future
filings to reflect the current version of the Catalogue of Industries for Guiding Foreign Investment. The December 2011 revised
Catalogue has not affected the Company’s business, as it did not reclassify or otherwise change the treatment of the industry
in which the Company operates. The revised disclosure will be as follows, subject to any changes in applicable government regulations
and interpretations:

Regulations on Foreign Investment in Automation
Service Industry and Oil Exploration and Extraction Industry in PRC. In accordance with the Catalogue of Industries
for Guiding Foreign Investment (Revised 2011), the oil and gas automation service industries are in the catalogue of permitted
industries, and thus there are no restrictions on foreign investment in such industry. In addition the following industries are
encouraged for foreign investment in China:

 • Manufacturing of equipment for oil prospecting, well
drilling, and centralized transportation: floating well drilling system and floating production system operating at a water depth
over 500m, seabed oil extraction & centralized transportation equipment operating at a water depth over 600m, deep-water
oil driller with winch power over 3000KW, top driving power over 850KW and drilling pump power over, land-based oil driller &
desert-based oil driller for drilling wells deeper than 9000m, 80 ton or bigger reciprocating piston compressor for use in oil
refineries with a capacity of 10 million tons/year, CNC oil well measuring instrument, and oil drilling mud-hole equipment.

 • Exploration and exploitation of oil and natural gas
with venture capital (limited to equity joint ventures and cooperative joint ventures);

 • Development and application of new technologies that
increase the recovery ratio of crude oil (limited to equity joint ventures and cooperative joint ventures);

 • Development and application of new oil exploration
and exploitation technologies such as geophysical exploration, drilling, well logging, and downhole operation, etc. (limited to
cooperative joint ventures); and

 • Exploration and development of unconventional oil
resources such as oil shale, oil sands, heavy oil, and excess oil (limited to cooperative joint ventures).

Management’s Discussion and Analysis of Financial Condition
and Results of Operation, page 16

 2. On page 11, you disclose that for fiscal years 2012 and 2011, you spent ¥6,533,419 ($1,033,818) and ¥3,078,391,
respectively, on research and development activities. To the extent applicable, please expand your discussion to describe the general
purpose of any capital commitments and anticipated sources of funding for such activities. Refer to Item 303(a) of Regulation S-K.

The Company acknowledges the comment and will provide such information
to the extent applicable in future filings. For the fiscal years ended June 30, 2012 and 2011, the Company did not have any material
capital commitments and, as such, did not discuss the general purpose or anticipated sources of funding for such activities, per
Item 303(a)(2) of Regulation S-K.

Certain Relationships and Related Transactions, and Director
Independence, page 37

 3. Expand this section to discuss the various contractual arrangements among your entities and founders, as described in Note
1 to your financial statements.

The Company acknowledges the comment and confirms that it will
expand the discussion as requested in future filings. The revised disclosure will be as follows, subject to any changes that may
be necessary given any changed circumstances to ensure that such disclosure remains accurate.

Transactions with Related Persons

Company Ownership and Basis
of Consolidation

Recon Technology, Ltd (the “Company”)
was incorporated under the laws of the Cayman Islands on August 21, 2007 by Mr. Yin Shenping, Mr. Chen Guangqiang and Mr. Li Hongqi
(the “Founders”) as a company with limited liability. Through December 15, 2010, the Company conducted its business
through the following PRC legal entities that were consolidated as variable interest entities (“VIEs”) and operate
in the Chinese oilfield equipment & service industry:

 • Beijing BHD Petroleum Technology Co., Ltd. (“BHD”),

 • Nanjing Recon Technology Co., Ltd. (“Nanjing
Recon”), and

 • Jining ENI Energy Technology Co., Ltd. (“ENI”)

Chinese laws and regulations
currently do not prohibit or restrict foreign ownership in petroleum businesses. However, Chinese laws and regulations do prevent
direct foreign investment in certain industries. On January 1, 2008, to protect the Company’s shareholders from possible
future foreign ownership restrictions, the Founders, who also held the controlling interest of BHD, Nanjing Recon and ENI, reorganized
the corporate and shareholding structure of these entities by entering into certain exclusive agreements with Recon-JN, which entitles
Recon-JN to receive a majority of the residual returns. On May 29, 2009 Recon-JN and BHD, Nanjing Recon, and ENI entered into an
operating agreement to provide full guarantee for the performance of such contracts, agreements or transactions entered into by
BHD, Nanjing Recon, and ENI. As a result of the new agreement, Recon-JN absorbs 100% of the expected losses and receives 90% of
the expected gains of BHD, Nanjing Recon, and ENI, which resulted in Recon-JN being the primary beneficiary of these Companies.

Recon-JN also entered into Share
Pledge Agreements with the Founders, who pledged all their equity interest in these entities to Recon-JN. The Share Pledge Agreements,
which were entered into by each Founder, pledged each of the Founders’ equity interest in BHD, Nanjing Recon, and ENI as
a guarantee for the service payment under the Service Agreement.

The Service Agreement, entered
into on January 1, 2008, between Recon-JN and BHD, Nanjing Recon, and ENI, states that Recon-JN will provide technical consulting
services to BHD, Nanjing Recon, and ENI in exchange for 90% of their annual net profits as a service fee, which is to be paid quarterly.

In addition, Recon-HK entered
into Option Agreements to allow Recon-HK to acquire the Founders’ interest in these entities if or when permitted by the
PRC laws.

Based on these exclusive agreements,
the Company consolidated BHD, Nanjing Recon and ENI (through December 15, 2010 only) as VIEs as required by Accounting Standards
Codification (“ASC”) Topic 810, Consolidation because the Company was the primary beneficiary of the VIEs. On
December 16, 2010, ENI was deconsolidated from the Company and ceased to be a VIE of the Company after the Company’s Audit
Committee concluded that, in light of a December 16, 2010 change in the equity ownership of ENI, the Company ceased to have the
power to direct the activities of ENI. From December 16, 2010 onward, therefore, the Company conducted its business through, and
only consolidated as variable interest entities, the two entities of BHD and Nanjing Recon. Following the deconsolidation of ENI
in December 2010, management makes ongoing reassessment of whether Recon-JN is the primary beneficiary of BHD and Nanjing Recon.

Historical Ownership of VIEs

On August 28, 2000, a Founder
of the Company purchased a controlling interest in BHD which was organized under the laws of the PRC on June 29, 1999. Through
December 15, 2010, the Founders held 67.5% ownership in BHD. From December 16, 2010 to June 30, 2012, Messers. Yin Shenping and
Chen Guangqiang held 86.24% ownership interest of BHD. BHD is combined with the Company through the date of the exclusive agreements,
and is consolidated following January 1, 2008, the date of the agreements based on ASC Topic 810. The Company allocates profits
and losses 90% and 100%, respectively, based upon the control agreements. Profits allocated to the minority interest are the remaining
amount (10%).

On July 4, 2003, Nanjing Recon
was organized under the laws of the PRC. On August 27, 2007, the Founders of the Company purchased a majority ownership of Nanjing
Recon from a related party who was a majority owner of Nanjing Recon. Through December 15, 2010, the Founders held 80% ownership
interest in Nanjing Recon. From December 16, 2010 to June 30, 2012, Messers. Yin Shenping and Chen Guangqiang held 80% ownership
interest of Nanjing Recon. Nanjing Recon is combined with the Company through the date of the exclusive agreements, and is consolidated
following January 1, 2008, the date of the agreements based on ASC Topic 810. The Company allocates profits and losses 90% and
100%, respectively, based upon the control agreements. Profits allocated to the non-controlling interest are the remaining amount
(10%).

On January 21, 2003, ENI was
organized under the laws of the PRC. On December 16, 2010 in light of the change of the ownership in ENI, the Company ceased to
have the power to direct the activities of ENI which most significantly impact its economic performance as of that date. As a result,
ENI ceased to be a VIE of the Company on December 16, 2010. Founders of the Company owned a controlling interest of ENI through
December 15, 2010 by holding 80% ownership interest in ENI. However, from December 16, 2010 to June 30, 2012, the Founders did
not own any interest in ENI. Based on ASC Topic 810, ENI was combined and consolidated with the Company from January 1, 2008, the
date of the exclusive agreements, through December 15, 2010 when the Company ceased to have control over ENI. From January 1, 2008
through December 15, 2010, the Company allocated profits and losses 90% and 100%, respectively, based upon the control agreements.
Profits allocated to the non-controlling interest were the remaining amount (10%).

Relationships with Unconsolidated
Companies

Because we do not have access certification
to Jidong Oilfield, Nanjing Recon, one of our Domestic Companies, conducted transactions with Jidong Oilfield through Beijing Yabeinuoda
Technology Development Co. Ltd. (“Yabeinuoda), which has access certification to the oilfield and wherein Mr. Yin is the
legal representative. Mr. Yin does not have any equity interest in this company currently. In the year ended June 30, 2012, Nanjing
Recon sold ¥7,909,994 ($1,251,641) of goods and services to Yabeinuoda.  During the same period, Nanjing Recon has accounts
receivables from Yabeinuoda in the amount of ¥21,757,039($3,442,733) as of June 30, 2012, and ¥1,290,000 ($204,124) was
received as of September 28, 2012. Below is a summary of trade accounts receivable with related parties as of June 30, 2011 and
2012, respectively.

One of the owners of BHD, one of
our Domestic Companies, is a 2.06% minority owner of Beijing Aerda Oil Technology Co. Ltd. (“Aerda”). The trade accounts
receivable from Aerda was generated primarily from the sale of equipment for oil and gas production.

    June 30,
2011
    June 30,
2012
    June 30,
2012

    RMB
    RMB
    U.S. Dollars

    Beijing Yabei Nuoda Science and Technology Co. Ltd.
    ¥ 23,077,900
    ¥ 21,757,039
    $ 3,442,733

    Beijing Aerda Oil Technology Co. Ltd.
      3,090,000
      -
      -

    ¥ 26,167,900
    ¥ 21,757,039
    $ 3,442,733

    Allowance for doubtful accounts
      (184,728 )
      (1,362,290 )
      (215,563 )

    Trade accounts receivable-related parties, net
    ¥ 25,983,172
    ¥ 20,394,749
    $ 3,227,170

Nanjing Recon also made advance
payments in the amount of ¥989,828 ($153,129) to one of its suppliers, Nanjing Youkong Information Technology Co. Ltd. (“Youkong”)
for the year ended June 30, 2011. Mr. Yin is a 20% owner of Youkong. On January 9, 2012, Mr. Yin transferred his ownership interest
to an unrelated party. Below is a summary of purchase advances to related parties as of June 30, 2011 and 2012, respectively. One
of the owners of ENI and his wife collectively controlled Raytheon Energy (Group) Co., Ltd Co., Ltd.

    June 30,
2011
    June 30,
2012
    June 30,
2012

    RMB
    RMB
    U.S. Dollars

    Nanjing Youkong Information Technology Co., Ltd
    ¥ 989,828
    ¥ -
    $ -

    Xiamen Huangsheng Hitek Computer Network Co. Ltd
      -
      1,093,534
      173,036

    Total purchase advances-related parties
    ¥ 989,828
    ¥ 1,093,534
    $ 173,036

In addition, included in the Company’s
other receivables as of June 30, 2012 were amounts “due from ENI” which represents a working capital loan to ENI. The
loan balance had been in intercompany balances and was eliminated in the Company’s unaudited condensed consolidated financial
statements before the deconsolidation of ENI. It was reclassified to other receivables after ENI ceased to be a VIE of the Company
on December 16, 2010. In January 2012, ENI agreed to repay the loan on a determined payment schedule, and interest is accrued during
the period at an annual rate of 4%. In accordance with the payment schedule, the principal plus accrued interest will be repaid
over three years on a quarterly basis. The first four payments are set at RMB 1.2 million each. Accordingly, the current and non-current
portion of the amount due from ENI is determined to be RMB 5,396,143 and RMB 10,302,349, respectively.

The Company entered into various
agreements for the lease of office space owned by the Founders and their family members. The terms of the agreement state that
the Company will lease the property for one or two years at a monthly rent of ¥84,893
with the annual rental expense at ¥1,018,720 ($161,198).

The Company owed RMB5,339,231 ($844,855)
to one related party. As of June 30, 2012, BHD held 6.8% equity interest of this company.

One owner of Nanjing Recon, Mr.
Yin, paid ¥133,206 and ¥292,419
($46,271) on behalf of Recon for operating purposes as of June 30, 2011 and 2012, respectively.

The Company also had short-term
borrowings from related parties. The Company borrowed ¥911,399
and ¥4,123,306 ($652,453) from the Founders, their family
members and senior officers as of June 30, 2011 and 2012, respectively. Below is a summary of the Company’s short-term borrowings
due to related parties as of June 30, 2012, respectively.

    June 30,
2012
    June 30,
2012

    Short-term borrowings due to related parties:
    RMB
    U.S. Dollars

    Due-on-demand borrowings from Founders, no interest, matures on August 4, 2013
    ¥ 46,377
    $ 7,338

    Short-term borrowing from a Founder's family member, 6% annual interest, matures on March 20, 2013
      272,895
      43,182

    Short-term borrowing from a Founder's family member, 6% annual interest, matured on May 4, 2012
      -
      -

    Short-term borrowing from a Founder's family member, no interest bearing, matures on November 15, 2012
      -
      -

    Short-term borrowing from a Founder's family member, 6% annual interest, matures on December 9, 2012
      -
      -

    Short-term borrowing from a Founder's family member, 6% annual interest, matures on October 21, 2012
      3,000,000
      474,706

    Short-term borrowing from a Founder's family member, 6% annual i

February 1 5, 2013

Via E -mail
Ms. Liu Jia
Chief Financial Officer
Recon Technology Ltd .
1902 Building C
King Long International Mansion
9 Fulin Road, Beijing 100107
People’s Republic of China

Re: Recon Technology Ltd.
 Form 10 -K for Fis cal Year En ded June 30, 2012
 Filed September 28 , 2012
 File No . 1-34409

Dear Ms. Liu :

We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  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 filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended June 30, 2012

Business, page 1

1. We note you r disclosure at page 12 relating to the Catalogue of Industries for Guiding
Foreign Investment (Revised 2007).  Please update your disclosure to address the effects,
if any, on your business in respect of the revised Catalogue promulgated in December
2011.

Ms. Liu Jia
Recon Technology Ltd .
February 15, 2013
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operation ,
page 16

2. On page 11, you disclose  that for fiscal years 2012 and 2011, you spent ¥6,533,419
($1,033,818) and ¥3,078,391 , respectively, on research and development activities.  To
the extent applicable, please expand your discussion to describe the general purpose of
any capital commitments and anticipated sources of funding for such activities.  Refer to
Item 303(a) of Regulation S -K.

Certain Relationships and Related Transact ions, and Director Independence, page 37

3. Expand this section to discuss the various contractual arrangements among your entities
and founders, as described in Note 1 to your financial statements.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes all information required under the Securities Act
of 193 3 and the  Securities Exchange Act of 1934 , and that they have provided all information
investors require for an informed investment decisi on.  Since the company and its management
are in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written s tatement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any ac tion with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Caroline Kim, Staff Attorney, at  (202) 551 -3878 or  Sirimal Mukerjee,
Staff Attorney,  at (202) 551 -3340  with any questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director
CC: Bradley A. Haneberg
 Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Correspondence

 July 20, 2009

 VIA EDGAR AND FACSIMILE

 H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 7010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Recon Technology, Ltd

 Registration Statement on Form S-1,
as amended

 File Number 333-152964

 Dear
Mr. Schwall:

 Pursuant to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the
undersigned, as the placement agent for the above-captioned proposed offering, joins the acceleration request of Recon Technology, Ltd and hereby requests acceleration of the effective date of the above-captioned Registration Statement to 5:00 p.m.,
Eastern Daylight Time, on July 22, 2009 or as soon thereafter as practicable.

 In connection with this request, the undersigned
acknowledges as follows:

•

 should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the SEC from taking any action with respect to the filing;

•

 the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the
federal securities laws of the United States.

 The undersigned is aware of its responsibilities under the Securities Act
of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement.

 A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated
May 28, 2009, to the effect that FINRA has no objection to the underwriting compensation arrangements, is attached.

 Copies of the
Preliminary Prospectus dated June 10, 2009 have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will
comply with Rule 15c2-8 under the 1934 Act.

 In connection with the foregoing, please be advised that the undersigned has effected
approximately the following distribution of copies of the Preliminary Prospectus dated June 10, 2009:

 Anderson & Strudwick, Inc.

1820

 Individuals, corporations and other entities

540

Sincerely,

ANDERSON & STRUDWICK, INCORPORATED

By:

 /s/ L. McCarthy Downs III

L. McCarthy Downs III

Senior Vice President

 Recon Technology, Ltd

 July 20, 2009

 VIA EDGAR AND FACSIMILE

 H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 7010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Recon Technology, Ltd

 Registration Statement on Form
S-1, as amended

 File Number 333-152964

 Dear
Mr. Schwall:

 On behalf of Recon Technology, Ltd (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933,
as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for July 22, 2009 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company
hereby acknowledges that:

•

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Please confirm the date and time of effectiveness of the registration statement to Anthony W. Basch at
Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5725 or by fax at (804) 771-5777.

 Very truly yours,

 Recon Technology,
Ltd

 /s/ Yin Shenping

Yin Shenping

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

Anthony W. Basch
 804 / 771-5725

 awbasch@kaufcan.com

 804 / 771-5700

 fax: 804 / 771-5777

 Mailing Address:

 P.O. Box
27828

 Richmond, VA 23261

 Three James Center, 12th Floor

1051 East Cary Street

 Richmond, VA
23219

 June 9, 2009

 By EDGAR and U.S. Mail

 H. Roger Schwall

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 7010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Recon Technology, Ltd,

 Amendment
No. 4 to Registration Statement on Form S-1

 File No: 333-152964

 Dear Mr. Schwall:

 On behalf of Recon Technology, Ltd
and in response to the comments set forth in your letter dated May 14, 2009, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 4 to the captioned registration
statement (the “Registration Statement”). Factual information provided herein has been provided to us by the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the Registration Statement unless otherwise
defined herein. We have also enclosed three redlined copies of the Registration Statement for your review.

 Capitalization, page 26

1.
We have read your response to prior comment 4, indicating that you have provided a complete disclosure of the founders’ share escrow on pages F-17 and F-38, although you
have not added the pro forma disclosure requested within the Capitalization section for your minimum and maximum offering scenarios, reflecting the provisions of your “Make Good” Escrow Agreement with the Founding Shareholders. We do not
see that you have included details of the arrangement on the pages to which you refer (although it appears you have some disclosure under Subsequent Events on pages F-28 and F-47), and it is unclear why you have not complied with the comment.

 Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it contains tax advice,
it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

Chesapeake

Hampton

Newport News

Norfolk

Virginia Beach

Williamsburg

 www.kaufmanandcanoles.com

 H. Roger Schwall, Esq.

 June 9, 2009

  Page
 2

 We believe it would be meaningful to provide these pro forma measures within the tables under this
heading to advise investors about the pro forma change in outstanding shares, including the extent to which shares placed in escrow would be sufficient to achieve the EPS target under your minimum and maximum scenarios.

 As discussed with Commission Staff, Recon-CI and the placement agent have determined not to implement the “Make Good” arrangement or to value
the company on forward-looking earnings. Instead, they have valued Recon-CI at 5.7 times the company’s net earnings for the twelve month period ended March 31, 2009. Because there will be no make good escrow arrangement to explain to
investors, Recon-CI has not provided the information requested in this comment.

 Financial Statements

 General

2.
We understand that you will be updating your interim financial statements when amending your registration statement after May 14, 2009, to comply with Rule 8-08 of
Regulation S-X.

 Recon-CI acknowledges the comment and has updated the financial statements included in this filing to be
in compliance with Rule 8-08 of Regulation S-X.

3.
We see that you added disclosure on page F-25 including various acronyms for companies that are not consistent with the labeling indicated in Note 1. Please revise disclosures
throughout your filing as necessary to ensure that references to companies using acronyms are consistent.

 Recon-CI
acknowledges the comment. In connection with the response to comment 7 below, Recon-CI has removed the additional disclosure related to the referenced acronyms.

 Note 1- Organization and Basis of Presentation, page F-9

4.
Please expand your disclosure in the third paragraph under this heading and the corresponding disclosure in your interim financial statements to identify the specific agreements
and dates of those agreements that establish Recon-JN as the primary beneficiary of BHD, Nanjing Recon and ENI. Also disclose the relevant provisions in those agreements that secure your rights and clarify your obligations. Please include details
sufficient to understand how those agreements function as you suggest; and indicate whether there are actual services to be conveyed under the agreement which equate in value with 90% of the profits generated at the Domestic Companies. If so, please
explain how those services are critical to the operations where they had not previously been necessary in conducting those operations.

 Recon-CI acknowledges the comment and has revised the disclosure in Note 1. As discussed with Commission Staff, Recon-JN provides each of the Domestic Companies with business guidance, management services, technology
information and materials, and training for technical and managerial personnel. Prior to entering into these agreements with Recon-JN, each Domestic Company received these services from the founders of Recon-CI, Mr. Yin, Mr. Chen and
Mr. Li. After entering these arrangements, Mr. Yin, Mr. Chen and Mr. Li provide these services only through Recon-JN to the Domestic Companies. Because the Domestic Companies are technological companies and because they rely
heavily on the services

 H. Roger Schwall, Esq.

 June 9, 2009

  Page
 3

provided exclusively through Recon-JN, the value of the services is critical to the operations of each of the Domestic Companies. These services have always
been crucial to the Domestic Companies; they simply are now provided exclusively by Recon-JN rather than through the Domestic Companies themselves.

5.
We note your response to prior comment 11, indicating that you believe the equity holders would absorb the majority of expected losses of the Domestic Companies, but since these
are individuals, not an “entity” as defined in paragraph 3 of FIN 46(R), you consolidate without regard to expected losses. Please tell us whether we have properly understood your position. Please also submit the analysis that you
performed in calculating expected losses and attributing these to the shareholders.

 Recon-CI acknowledges the comment
and has revised the disclosure in Note 1. Under the new Operating Agreement signed between Recon-JN, each of the Domestic Companies and the Principal Shareholders on May 29, 2009, Recon-JN agrees to serve as guarantor for the Domestic Companies
in the contracts, agreements or transactions in connection with Domestic Companies’ operation between the Domestic Companies and any other third party, to provide full guarantee for the performance of such contracts, agreements or transactions
by the Domestic Companies. As a result of the execution of this new Operating Agreement and other contractual agreements dated as of January 1, 2008, Recon-JN will absorb 100% of the expected losses and receive 90% of the expected gains of the
Domestic Companies, which makes Recon-JN the primary beneficiary of the Domestic Companies and therefore, Recon-JN has consolidated the Domestic Companies in accordance with FIN 46(R) Paragraph 14. The equity holders of the Domestic Companies will
absorb 0% of expected losses of the Domestic Companies.

6.
We have read the disclosures you added in response to prior comment 11, related to the determination of minority interests of your variable interest entities, and understand that
for BHD, ENI, and Nanjing Recon (the “Domestic Companies”), you allocate losses to minority interests based on the percentage of equity interests not owned by Mr. Yin Shenping, Mr. Chen Guangqiang, and Mr Li Hongqi (the
“Principal Shareholders”), while you allocate profits to minority interests equaling the residual after deducting 90% of the profits, to be earned under the control agreement, and deducting the proportion of the remaining 10% that is owned
by the Principal Shareholders.

 Please explain how your accounting policy of allocating VIE profits and losses of the
Domestic Companies to minority interests is consistent with your contractual relationships with these entities and with consolidation accounting prescribed by paragraphs 22 of FIN 46(R) and paragraphs 28 through 31 of ARB 51. It should be clear how
method results in an accurate accounting for your beneficial interests (i.e. rights to receive returns and obligations to absorb losses) in the Domestic Companies.

 Recon-CI acknowledges the comment and has revised Note 1. In compliance with paragraphs 22 of FIN 46(R) and paragraphs 28 through 31 of ARB 51, the Company has proportionately allocated profits and losses based on the
contractual agreements as follows:

 0% and 100% of the losses of the Domestic Companies are attributable to minority interest and to
Recon-CI respectively with regard to Clause 1 in the new Operating Agreement, under which Recon-JN agrees to provide full guarantee for Domestic Companies in the contracts, agreements or transactions in connection with Domestic Companies’
operation between Domestic Companies and any other third party.

 H. Roger Schwall, Esq.

 June 9, 2009

  Page
 4

 10% and 90% of the profits of the Domestic Companies are attributable to minority interest and to
Recon-CI respectively with regard to Clause 2.1 in the Exclusive Technical Consulting Service Agreement, under which the Domestic Companies agree to pay a consulting fee to Recon-JN equal to 90% of the Domestic Companies’ annual net profit.

7.
We note your response to the first point of prior comment 12, regarding your determination that BHD and Nanjing Recon were the primary beneficiaries of Adar Petroleum, Hengda
Haitian and Yabei Nuoda. You state that BHD and Nanjing Recon were the primary beneficiaries of the three entities because they “…were designed to sell the products of BDH or Nanjing Recon’s shareholders through equity
ownership.” However, it remains unclear how you determined that your relationship with the shareholders and your sales to these three entities represent variable interests.

 Please provide a thorough explanation that identifies the interests you held in these three entities, and tell us how you determined that they were
variable interests as defined by paragraph 2 of FIN 46 (R). Further, please submit the analysis you performed, following the guidance in paragraphs 5 and 14 of FIN 46 (R), in determining that Adar Petroleum, Hengda Haitian and Yabei Nuoda were
VIE’s, and appropriately consolidated by BHD and Nanjing Recon as the primary beneficiaries of the VIEs.

 Recon-CI acknowledges
the comment and has reevaluated BHD’s relationship with Adar Petroleum and Nanjing Recon’s relationship Hengda Haitian and Yabei Nuoda. Recon-CI reached the conclusion that Adar Petroleum, Hengda Haitian and Yabei Nuoda did not meet the
criteria of variable interest entities as described by FIN 46(R) and has excluded them from Recon-CI’s consolidated financial statements. Financial statements for the periods affected by this change have been restated as explained in Note 1 to
the financial statements.

8.
We see that you added disclosure on pages F-25 and F-46 of amounts the Principal Shareholders received in exchange for their sale of equity interest in Adar Petroleum, Hengda
Haitian and Yabei Nuoda, in response to the third point of prior comment 12. Given that you identified your subsidiaries as the primary beneficiaries, indicating that through your subsidiaries you had the right to receive a majority of the expected
returns of these entities, tell us why you were not compensated for relinquishing these rights.

 Recon-CI acknowledges
the comment. As explained by the response to comment 7, Recon-CI has now determined that BHD and Nanjing Recon are not the primary beneficiaries of Adar Petroleum, Hengda Haitian and Yabei and has restated its financial statements accordingly.

9.
We note your response to the last two points of prior comment 12, regarding your accounting for the deconsolidation of Adar Petroleum, Hengda Haitian and Yabei Nuoda. You
indicate that you accounted for the deconsolidation consistent with the accounting that would apply to a majority owned subsidiary. However, we note that you added disclosure indicating you have not recorded gain or loss on deconsolidation, but
instead characterized the deconsolidation as a distribution to the Principal Shareholders, decreasing common stock and APIC.

 You also explain that you are retroactively restating prior share activity in conjunction with these events “…to reflect the issuance of shares as though they had been issues on the dates of the capital contributions and
reconsolidations…,” although you do not explain why these transactions are impacting your outstanding shares. The transactions you have described appear to relate to the outstanding shares of the VIE’s, not yours.

 H. Roger Schwall, Esq.

 June 9, 2009

  Page
 5

 Please provide details sufficient to understand your response and how your accounting is
consistent with paragraphs 35 through 37 of ARB 51, if that is your view. We encourage you to contact us by telephone if you require further clarification or guidance.

 Recon-CI acknowledges the comment. As explained by the response to comment 7, Recon-CI determined that BHD and Nanjing Recon are not the primary
beneficiaries of Adar Petroleum, Hengda Haitian and Yabei and therefore there were no deconsolidations. The financial statements have been restated to reflect this change.

 The Registrant is eager to complete the registration process. Thank you in advance for your assistance in reviewing this response and the Fourth
Amendment to the Registration Statement on Form S-1. Should you have any questions with respect to the above responses, please contact me.

Sincerely,

 /s/ Anthony W. Basch

Anthony W. Basch

cc:
Mr. Yin Shenping

 Mr. L. McCarthy Downs III

 Bradley A. Haneberg, Esq.

 Zachary B. Ring, Esq.

 Enclosures:

 Three (3) redlined copies of the Fourth Amendment

 against the Third Amendment to the Registration

 Statement on Form S-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
April 6, 2009

Recon Technology, Ltd.  c/o CT Corporation System  111 Eighth Avenue  New York, New York 10011

 Re:  Recon Technology, Ltd.
  Amendment No. 2 to Registra tion Statement on Form S-1
  Filed March 18, 2009
  File No. 333-152964
 To Whom It May Concern:
 We have reviewed your amended filing and your response letter dated March 18,
2009, and we have the following comments.  Where indicated, we think you should
revise your document in response to these co mments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  In  some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Recon Technology, Ltd.
April 6, 2009
Page 2  Form S-1/A

 Fee Table

1. We note that in your response to comment one you state that you are registering the placement agent warrants and th e underlying common shares issued in
connection with such warrants.  Although you can register the issuance of both
the warrants and the underlying common shares, you cannot rely on Rule 415 to
register the resale of th e underlying shares because the warrants are not yet
outstanding.  Please revise your di sclosure accordingly or advise.

Prospectus Summary, page 1

2. Please eliminate the word “will” from you list of forward-looking statements.  We note that such disclosure also appears on page 20.

Our Corporate Structure, page 20

 Contractual Arrangements with Domestic Co mpanies and their Shareholders, page 23

3. We note your response to our prior comme nt 12.  Please provide information in
this section, similar to that  provided in your response letter, regarding how the
other 10% of net profits may be distribut ed as dividends to Recon-JN.  Explain
that Recon-JN may choose to retain or to  distribute the dividends to the Principal
Shareholders.
 Selected Historical and Unaudited Pro Fo rma Condensed Consolidated and Combined
Financial and Operating Data, page 31

4. Please identify the pro forma information th at you have presen ted or intend to
present under this heading.  Given your disclosure on page 12, indicating that
your founders have agreed to place ordinary  shares into escrow equal to 50% of
the number to be sold in your offering, to be redeemed without  consideration to
the extent necessary to cause your earnings  per share to be at least $0.7459 for the
year ended June 30, 2010, it appears that you should include pro forma EPS under
this heading, within the Capitalization section on page 26, and elsewhere in your
filing where you include pro forma info rmation, for your minimum and maximum
offering scenarios, refl ecting this provision.
 Management’s Discussion and Analysis, page 32

 Results of Operations, page 39

5. Please explain the reasons for your incr ease in revenues during the six months
ended December 31, 2008 compared to th e six months ended December 31, 2007.

Recon Technology, Ltd.
April 6, 2009
Page 3
6. Please disclose the increase in your cost of revenues as a percentage of revenues
for the six months ended December 31, 2008 compared to the six months ended
December 31, 2007.
 U.S. Federal Income Taxation, page 67

7. Please eliminate the statement that “you should consult your tax advisor regarding
the U.S. federal income tax consequences  to you of the purchase, ownership and
disposition of our ordinary shares,” although you may suggest this course of action.
 Lock-Up Agreements

8. We note your response to prior comment 23.  You state that you have filed an
amended form of the lock-up agreement.  You note that your agreement with the
founders comprise two elements.  The form  of the agreement appears to reflect
the second element of your agreement with  the founders.  Please tell us whether
the first element of the agreement was redu ced to a writing and, if so, please file
the document as an exhibit.  Further, if such element was not reduced to a writing,
please provide a written description of  the agreement.  See Regulation S-K
Compliance and Disclosure Interpretation 146.04.

Financial Statements

General

9. Please amend your filing to include, in addition to your year-to-date financial information from July 1, 2008 through December 31, 2008, Statements of Operations and Statements of Cash Flows for the three month period ended
December 31, 2008 as required by Instruc tion 1 to Rule 8-03 Regulation S-X.

10. We understand from your disclosure on pa ge 26 that you intend to complete a
forward stock split of 53.04758 for 1 prio r to completing your initial public
offering.  We would ordinarily expect the historical shares, sh are activity and EPS
presented in your financial statements and elsewhere in the filing to be retroactively adjusted for stock splits that  are completed prior to effectiveness of
your registration statement, consistent w ith the guidance in SAB Topics 4:C and
D, and paragraph 54 of SFAS 128.

Please also expand your policy note on page  F-15 to disclose how you intend to
handle the escrow arrangement discusse d on page 12 when calculating basic and
diluted EPS, including details sufficient to understand how your methodology compares to that prescribed in  paragraphs 10 and 30 of SFAS 128.

Recon Technology, Ltd.
April 6, 2009
Page 4  Note 1 – Organization and Basis of Presentation, Page F-9

11. We understand from your response to prio r comment 27 that you have concluded
that no party absorbs a majority of the expected losses (as defined in paragraph 8 of FIN 46(R)) of either BHD, Nan jing Recon, or ENT (collectively, the
“Domestic Companies”).  Please submit the analysis that you performed,
including a schedule showing the dispersion or allocation of expected losses, in
arriving at this view.    Please also add to your list of variable interest entities, presented under this heading, the percentage of your economic interest in each entity ; and disclose the
manner by which you have determined amounts associated with minority interests.
12. We understand from your disclosures on pages F-23 and F-26 that you deconsolidated Adar Petroleum in your 2008 fiscal year, and Henga Haitian and
Yabei Nuoda in the subsequent inter im period, because BHD and Nanjing Recon
(two entities which you continue to cons olidate under FIN 46(R)) ceased to be the
primary beneficiaries when Principal Shar eholders of the deconsolidated entities
altered their equity  ownership in those entities.  We understand that Xiamen
Recon was also deconsolidated because it was majority owned by Henga Haitian.  Please address the following points.

● Tell us how you determined that eith er BHD or Nanjing Recon were the
primary beneficiaries of the three en tities mentioned above, and explain
how the change in equity ownership altered your economic relationship with those entities.
 ● Describe the extent of any minority interest in each of these entities that
you accounted for apart from your interest during the periods consolidated, and explain how you made these determinations.
 ● Specify the amount and form of c onsideration that you received in
connection with relinquishing your right s to receive a majority of the
expected residual returns, causing the loss in primary beneficiary status.
 ● Describe the manner by which you accounted for the deconsolidation,
indicate the extent of any gain or loss recogni zed, and explain how your
accounting is consistent with pa ragraph E46 of FIN 46(R).
 ● Tell us why you appear to be reducin g the number of outstanding ordinary
shares on pages F-6 and F-30 in conn ection with your deconsolidations.

13. Please expand your disclosure to descri be the nature of operations conducted
through the six entities consolidated by BHD and Nanjing Recon prior to either

Recon Technology, Ltd.
April 6, 2009
Page 5
the sale of equity interests in, or loss or primary beneficiary status over, those
entities; and explain your reasons for disassociating the company with those
operations.  Please submit a schedule showi ng the results of operations associated
with each entity for each period presente d, and reconcile this activity to that
shown for discontinued operations.
 Note 12 – Discontinued Operati ons and Deconsolidation of a Variable Interest Entity,
page F-23

14. Please expand your disclosure under this  heading and the corresponding Note 11
to your interim financial statements on pa ge F-42 to specify the amount and form
of consideration that you r eceived on the sale of equ ity interests and sale of
beneficial interests in the variable interest entities that you we re consolidating
under FIN 46(R); also to include details of  your accounting for deconsolidation in
each instance, identifying gain or loss and quantifying the extent to which your
beneficial interests ha ve been diminished.
 Financial Statements – Interim, page F-27

 General

15. Please add the comparative June 30, 2008 balance sheet alongside your interim
balance sheet to comply with Rule 8-03 of Regulation S-X.
 Note 1 – Organization and Natu re of Operations, page F-33

16. We understand that you will need to update  your list of consolidated variable
interest entities under this heading to differentiate between entities that are still
consolidated and those that  are no longer consolidat ed, consistent with your
disclosures under Note 12 on page F-23, a nd Note 11 on page F-42.  Similarly, we
believe that you should segregate those entiti es no longer consolidated as of June
30, 2008 within your list on page F-9.

Closing Comments
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require

Recon Technology, Ltd.
April 6, 2009 Page 6  for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Craig Arak awa at (202) 551-3650 or Karl Hiller, Accounting
Branch Chief at (202) 551-3686 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Sean D onahue at (202) 551-3579
or me at (202) 551-3745 with any other questions.
           S i n c e r e l y ,

 H. Roger Schwall
Assistant Director
 cc: C. Arakawa   K. Hiller   S. Donahue   Bradley Haneberg, Esq. (804) 771-5777

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
May 14, 2009

Recon Technology, Ltd.  c/o CT Corporation System  111 Eighth Avenue  New York, New York 10011

 Re:  Recon Technology, Ltd.
  Amendment No. 3 to Registra tion Statement on Form S-1
  Filed April 22, 2009
  File No. 333-152964
 To Whom It May Concern:
 We have reviewed your amended filing and your response letter dated April 21,
2009, and we have the following comments.  Where indicated, we think you should
revise your document in response to these co mments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  In  some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 3 to Registration Statement on Form S-1

Capitalization, page 26

1. We have read your response to prio r comment 4, indicating that you have
provided a complete disclosure of the founders’ share escrow on pages F-17 and
F-38, although you have not added the pro forma disclosure reque sted within the
Capitalization section for your minimu m and maximum offering scenarios,
reflecting the provisions of your “Mak e Good” Escrow Agreement with the
Founding Shareholders.  We do not see th at you have included details of the
arrangement on the pages to which you refer (although it appears you have some

Recon Technology, Ltd.
May 14, 2009
Page 2
disclosure under Subsequent  Events on pages F-28 and F-47), and it is unclear
why you have not complied with the comment.    We believe it would be meaningful to provide these pro forma measures within
the tables under this heading to advise investors about the pro forma change in
outstanding shares, including the extent to  which shares placed in escrow would
be sufficient to achieve the EPS target under your minimum and maximum scenarios.

Financial Statements

General

2. We understand that you will be updating your interim financial statements when
amending your registration statement af ter May 14, 2009, to comply with Rule 8-
08 of Regulation S-X.
 3. We see that you added disclosure on pa ge F-25 including va rious acronyms for
companies that are not consistent with the labeling indicated in Note 1.  Please
revise disclosures throughout your filing as necessary to ensure that references to
companies using acronyms are consistent.

Note 1 – Organization and Basis of Presentation, page F-9

4. Please expand your disclosure in the thir d paragraph under this heading and the
corresponding disclosure in your interim financial statements to identify the
specific agreements and dates of those agreements that establish Recon-JN as the primary beneficiary of BHD, Nanjing Recon and ENI.  Also disclose the relevant
provisions in those agreements that  secure your rights and clarify your
obligations.  Please include details sufficient to understand how those agreements function as you suggest; and indicate whether there are actual services to be conveyed under the agreement which equate  in value with 90% of the profits
generated at the Domestic Companies.  If  so, please explain how those services
are critical to the operations where they had not previously been necessary in conducting those operations.
 5. We note your response to prior comment 11, indicating that you believe the equity
holders would absorb the majority of exp ected losses of the Domestic Companies,
but since these are individua ls, not an “entity” as defi ned in paragraph 3 of FIN
46(R), you consolidate without regard to expected losses.  Please tell us whether we have properly understood your position.  Please also submit the analysis that you performed in calculating expected losses and attributing these to the
shareholders.

Recon Technology, Ltd.
May 14, 2009
Page 3  6. We have read the disclosures you added in response to prior comment 11, related to the determination of minority interests of your variable inte rest entities, and
understand that for BHD, ENI, and Nanji ng Recon (the “Domestic Companies”),
you allocate losses to minority interest s based on the percentage of equity
interests not owned by Mr. Yin Shenping, Mr. Chen Guangqiang, and Mr. Li Hongqi (the “Principal Shareholders”), while you allocate profits to minority
interests equaling the residual after deduc ting 90% of the profits, to be earned
under the control agreement, and deducting the proportion of the remaining 10%
that is owned by the Principal Shareholders.    Please explain how your accounting policy of  allocating VIE profits and losses of
the Domestic Companies to minority intere sts is consistent with your contractual
relationships with these entities and with  consolidation acc ounting prescribed by
paragraphs 22 of FIN 46(R) and paragr aphs 28 through 31 of ARB 51.  It should
be clear how your method results in an accurate accounting for your beneficial
interests (i.e. rights to receive returns a nd obligations to absorb losses) in the
Domestic Companies.
 7. We note your response to the first point of prior comment 12, regarding your determination that BHD and Nanjing Rec on were the primary beneficiaries of
Adar Petroleum, Henga Haitian and Yabei Nuoda.  You state that BHD and
Nanjing Recon were the primary beneficiar ies of the three ent ities because they
“…were designed to sell the products of BHD or Nanjing Recon and were
controlled by BHD or Nanjing Recon’s shareholders through equity ownership.”  However, it remains unclear how you dete rmined that your relationship with the
shareholders and your sales to these three entities represen t variable interests.
 Please provide a thorough expl anation that identifies the interests you held in
these three entities, and te ll us how you determined that they were variable
interests as defined by paragraph 2 of FIN 46(R).  Further, please submit the
analysis you performed, fo llowing the guidance in paragraphs 5 and 14 of FIN
46(R), in determining that Adar Petrol eum, Hengda Haitian and Yabei Nuoda
were VIE’s, and appropria tely consolidated by BHD and Nanjing Recon as the
primary beneficiaries of the VIEs.
 8. We see that you added disclosure on pages F-25 and F-46 of amounts the
Principal Shareholders received in exchange  for their sale of equity interest in
Adar Petroleum, Henga Haitia n and Yabei Nuoda, in respon se to the third point of
prior comment 12.  Given that you identifie d your subsidiaries as the primary
beneficiaries, indicating that th rough your subsidiaries you had the  right to
receive a majority of the e xpected returns of these entities, tell us why you were
not compensated for reli nquishing these rights.
 9. We note your response to th e last two points of prio r comment 12, regarding your
accounting for the deconsolidation of Ad ar Petroleum, Henga Haitian and Yabei

Recon Technology, Ltd.
May 14, 2009
Page 4
Nuoda.  You indicate that you accounted fo r the deconsolidati on consistent with
the accounting that would apply to a majo rity owned subsidiary.  However, we
note that you added disclosure indicati ng you have not recorded gain or loss on
deconsolidation, but instead characterized the deconsolidation as a distribution to the Principal Shareholders, decreasing common stock and APIC.  You also explain that you are retroac tively restating prior share activity in
conjunction with these events “…to reflect  the issuance of shares as though they
had been issued on the dates of the cap ital contributions and deconsolidations…,”
although you do not explain why these transactions are impacting your
outstanding shares.  The tran sactions you have described appear to relate to the
outstanding shares of th e VIE’s, not yours.
 Please provide details sufficient to understand your response and how your
accounting is consistent with paragraphs 35 through 37 of ARB 51, if that is your
view.  We encourage you to contact us by telephone if you require further
clarification or guidance.

Closing Comments
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Recon Technology, Ltd.
May 14, 2009 Page 5  for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Craig Arak awa at (202) 551-3650 or Karl Hiller, Accounting
Branch Chief at (202) 551-3686 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Sean D onahue at (202) 551-3579
or me at (202) 551-3745 with any other questions.
           S i n c e r e l y ,

 H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

November 26, 2008

via U.S. mail
 Recon Technology, Ltd. c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Recon Technology, Ltd.
  Amendment No. 1 to Registration Statement on Form S-1
Filed November 12, 2008
  File No. 333-152964

To Whom It May Concern:
We have reviewed your response letter and the amended filing and have the
following comments. Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Amendment No. 1 to Registration Statement on Form S-1

 General

 1. With respect to the warrants to be issued to your placement agent, please clarify in your fee table and your prospectus the securities that are covered by the registration statement.  For example, pl ease clarify whether your filing registers

Recon Technology, Ltd.
November 26, 2008
Page 2

the issuance of the warrants to your placement agent, the issuance of the common stock underlying the warrants, and the resale of the warrants.  If the registration statement is intended to cover the resale of the warrants, please advise us of your basis for registering such resale.
 2. We note your response to our prior comment 4 and re-issue such comment in part.  Please disclose the number of securities to be offered pursuant to the prospectus.  In this regard, we note that information regarding the amount of securities to be offered is not information that may be omitted pursuant to Rule 430A of the Securities Act.
 3. We note your response to our prior comment 7 and remind you to file all exhibits as soon as practicable.  In addition, please advise why Exhibits 10.38 and 10.40 are your material contracts.  For example, it is not clear how you, your subsidiaries, or the Chinese domestic companies that you control are involved with such agreements.  In addition, please advise whether you have any material contracts with CNPC or Sinopec.
 4. Please update your filing to include interim financial statements to comply with Rule 8-08 of Regulation S-X.
 Prospectus Summary, page 1

 Our Company, page 1

 5. Please clarify in this section your relationship with Beijing Yabei Nuoda Technology Co., Ltd., Beijing Adar Petroleum Technology, Ltd., and Xiamen Hengda Haitian Internet Technology, Ltd.
 Risk Factors, page 6

 6. We note that you removed the disclosure regarding the risk that your competitors may independently develop substantially equivalent proprietary information, and the risk that the laws of China may not protect proprietary rights to the same extent as U.S. law.  We also note that you removed disclosure regarding the risk that the PRC government may not agree that your operating arrangements comply with applicable laws and regulations.  Please replace such disclosure related to these risks, or advise us why these are not material risks.
 Our revenues are highly dependent on a very limited number of customers…, page 8

 7. Please expand the subheading to this risk factor to reflect the risk that your contracts with your major customers may be terminated at any time, causing material harm to your operations.

Recon Technology, Ltd.
November 26, 2008
Page 3

Recent PRC regulations relating to the establishment of off-shore special purpose
vehicles..., page 13
 8. We note your response to our prior comment 21.  Please clarify in this section, if true, that the term “PRC subsidiaries” is intended to make reference to Recon-JN and Recon-HK.
 If our financial condition deteriorates…, page 16

 9. We note your response to our prior comment 22 and re-issue such comment in part.  Please remove any suggestion that your shares will be listed on the NASDAQ.
 10. It appears that your response that you will not request effectiveness unless you are notified that your application will be approved is not consistent with the suggestion in your response to prior comment 23 that you may proceed with the offering without the NASDAQ listing approval.  Please advise.
 Our Corporate Structure, page 20

 11. We have read your response to prior comment 57(i), clarifying that you are presenting consolidated financial statements due to the primary beneficiary determination, not combined financial statements based on common control.  Your disclosures indicate that your wholly owned subsidiary, Recon-JN was established on November 15, 2007 and maintains the contractual arrangements that establish Recon JN as the primary beneficiary of the Domestic Companies.  Please disclose the date(s) of the agreement and the date that you became the primary beneficiary of the Domestic Companies.  Tell us how you have concluded that they should be consolidated as opposed to combined in your 2007 and 2008 financial statements prior to the date of the agreements, considering the guidance in paragraph 20 of FIN46(R) and paragraph 22 of ARB 51.
 Contractual Arrangements with Domestic Companies and their Shareholders, page 22

 12. We note your response to our prior comment 28.  If material, please disclose the practical effect of the provision in each of the powers of attorney that provides that Recon-JN shall be entitled to transfer, allocate or in any other way utilize the cash dividends and other non-cash income arising out of the Equity Interest in accordance with the shareholder’s “oral or written instructions.”

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
 13. We note your revised disclosure at page 30 that you “are a company focused on
production and service for oilfield exploitation industry companies” in the

Recon Technology, Ltd.
November 26, 2008
Page 4

People’s Republic of China.  Please revise your disclosure to clarify that you are not an oil production company.  For example, we note your disclosure at page 44 that you are a provider of computer software and hardware solutions to companies in the petroleum mining and extraction industry, and that you provide services designed to automate and enhance the extraction of petroleum in China.

Factors Affecting Our Business, page 31

 14. We note your disclosure regarding the benefits of “the automation system.”
Please clarify whether you are referring to automation generally, or to the technology and services that you provide.  If you are referring to automation generally, please provide independent support for your disclosure that the system has improved labor productivity, brought down manual work and consumptions, lowered costs for oil extractions, eliminated failures in time, increased oil output, and actualized automatic management.
 15. We note your disclosure that through application of the automation system, “PSI” can be accurately passed on to management in real time.  Please define the term “PSI.”

Cost of Revenues, page 37

 16. We note your disclosure that “[a]lthough the Chinese government was trying to
take measures against rising prices, [y]our business still suffered significantly in the past year.”  Please expand your disclosure to discuss how your business suffered, and to identify what products or services caused such effect.  For example, we note your disclosure at page 37 that as a percentage of revenues, your cost of revenues decreased in 2008.
 Competition, page 47

 17. We note your revised disclosure regarding your “primary domestic” competitors, such as Schlumberger and Honeywell.  Please revise your disclosure to state, if true, that such companies represent your primary foreign
 competitors.
 Management, page 53

 Board of Directors and Board Committees, page 55

 18. We note your disclosure that your board maintains a majority of independent directors.  Please state which definition of independence you used.  See Item 407(a)(1)(ii) of Regulation S-K.
 Principal Shareholders, page 58

Recon Technology, Ltd.
November 26, 2008
Page 5

19. We note your response to our prior comment 49 and re-issue such comment in part.  Please revise to include disclosure with respect to your executive officers and directors as a group.  See Item 403(b) of Regulation S-K.
 Related Party Transactions, page 59

 20. We note your revised disclosure regarding payables to related parties.  Please disclose how Ningxia Bright, Xiamen Yingjia, Cheng Bo and Wang Binbin are related parties.
 Placement, page 72

 21. We note your disclosure regarding the “Offering Termination Date.”  However, it appears that such disclosure is not consistent with the definition of such term as set forth in the form of agreement with your placement agent filed as Exhibit 1.1.  Please advise or revise.
 22. We note your disclosure that the placement agent’s warrants will be exercisable at 120% of the offering price per ordinary shar e for a period of five years.  However,
such offering price and expiration term are not set forth in the form of warrant agreement, as filed.  Please advise.
 23. Your disclosure at page 73 regarding your lock-up agreements does not appear to be consistent with the form of lock-up agreement filed as Exhibit 10.33.  Please advise or revise.
 Legal Matters, page 75

 24. We note your response to our prior comment 53.  Please clarify whether Kaufman & Canoles, P.C. will pass on matters for you.  As revised, your disclosure is confusing in this regard.  In addition, if you retain the reference to Kaufman & Canoles, please file as an exhibit to your filing a consent by such firm to be named in your registration statement.
 Undertakings, page II-3

 25. We note your response to our prior comment 56 and re-issue such comment.  Please provide the undertaking required by Item 512(a)(1)(iii) of Regulation S-K.  We expect that such undertaking would more closely follow the language set forth in the referenced item.
 Exhibits

 26. We note your disclosure in note 6 of the notes to your consolidated financial statement regarding the subscription agreement that you signed in December

Recon Technology, Ltd.
November 26, 2008
Page 6

2007.  Please file such agreement as an exhibit to your filing.  See Item 601(b)(10) of Regulation S-K.
 Note 1 – Organization and Basis of Presentation, Page F-9

 27. We note your response to prior comment 57(c), concerning the contractual arrangements governing losses and residual benefits of the Domestic Companies.  You have identified Section 2.1 of the Exclusive Technical Consulting Services Agreement Recon-CI which indicates that Recon-JN has the right to receive the majority of the expected residual benefit of the Domestic Companies but does not have an obligation to absorb the majority of the losses.  Paragraph 14 of FIN46(R) states, “If one enterprise will absorb a majority of a variable interest entity’s expected losses and another enterprise will receive a majority of that entity’s expected residual returns, the enterprise absorbing a majority of the losses shall consolidate the variable interest entity.”  Given that you do not have an obligation to absorb the majority of the losses of the Domestic Companies, please tell us how you have concluded that Recon CI should consolidate the Domestic Companies in light of the aforementioned excerpt from paragraph 14.
 28. We note your response to prior comment 57(e), regarding your determination that the Domestic Companies were under common control, also suggesting that the Principal Shareholders constitute a control group.  You indicate that the Principal Shareholders owned at least a 50% interest in each the Domestic Companies prior to entering into the contractual arrangements which establish Recon CI as the primary beneficiary.  However, we see no disclosure in your amended registration statement or information in your response indicating that an arrangement exists that requires the Principal Shareholders to vote a majority of each of the entities’ shares in concert, as would ordinarily be required to identify these parties as a control group, following the guidance outlined in paragraph 3(c) of EITF 02-05.  If such an arrangement exists, please disclose the terms and file them as exhibits.  Otherwise, please explain how you support your conclusion that the Domestic Companies are under common control in the absence of such arrangement.

Note 1 – Organization and Basis of Presentation, Page F-11

 29. Your disclosure under the subheading, “Restatement of Financial Statements” at page F-10 indicates that you have restated your financial statements for the fiscal
year ended June 30, 2007 as a result of the omission of a variable interest entity that should have been consolidated under FIN46(R).  However, your disclosure at page F-9 indicates that there were four additional variable interest entities that are now included in your consolidated financial statements.  Please explain why only one of the four variable interest entities has been consolidated in your restated financial statements or amend your disclosure to reflect the appropriate number of entities that were included in the restatement.

Recon Technology, Ltd.
November 26, 2008
Page 7

Additionally, please explain why amounts relating to your Statement of Operations included in the “As Previously Reported” column at page F-11 do not agree with the amounts in the financial statements filed on Form S-1 on August 12, 2008.

***
 Closing Comments

As appropriate, please amend the above filing in response to these comments.
You may wish to provide us with a marked copy of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
You may contact Craig Arakawa at (202) 551-3650 or Karl Hiller, Accounti

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

September 8, 2008

via U.S. mail
 Recon Technology, Ltd. c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Recon Technology, Ltd.
  Registration Statement on Form S-1
Filed August 12, 2008
  File No. 333-152964

To Whom It May Concern:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Recon Technology, Ltd.
September 8, 2008
Page 2

General
 1. Where comments on a section also relate to  disclosure in another section, please
make parallel changes to all affected disc losure.  This will eliminate the need for
us to repeat similar comments.
 2. We note that, as indicated by footnotes 3 and 5 to the registration fee table, you
are attempting to register the resale of the ordinary shares underlying the
Placement Agent’s warrants that are being registered. Please be advised that we
allow the registration for resale of u nderlying securities on ly if the overlying
securities are currently outstanding.  B ecause the warrants are not yet outstanding,
you cannot register the resale of the underl ying ordinary shares at this time.
Please note, however, that where securities exercisable within one year are issued
in a registered offering, the offering of  the underlying securities is deemed to
commence simultaneously with the offering of the overlying securities.  As such,
you will need to register the issuance of  the ordinary shares underlying the
warrants to the Placement Agent.  Please re vise the fee table a nd all other related
disclosure in the filing accordingly.

3. We note your disclosure at page ii that the terms “we,” “our company,” “our” and
“Recon” include reference, unless the cont ext otherwise requires, to Beijing BHD
Petroleum Technology Co., Ltd., Nanjing Recon Technology Co., Ltd. and Jining
ENI Energy Technology Co., Ltd. (the “Domes tic Companies.”)  It would appear
that your use of such terms to reference companies that are not your subsidiaries
may be confusing to investors and therefor e inappropriate in cer tain places in your
filing.  For example, in the risk factor “As a technology-oriented business, our
ability to operate profitabl y…” at page 2, you state that the Chinese government
has granted “us” three copyrights on “ our” software and six patents on “our”
products.  It is not clear whet her such rights have been gr anted to the registrant or
its subsidiaries, or to the Domestic Compan ies.  Please distinguish in this section
and throughout your filing disclosure that relates to (i) the registrant and its
subsidiaries, and (ii) the Domestic Companies.
 4. In order to expedite our review of your next amendment, please fill in blanks,
such as those related to the number of s ecurities to be offered pursuant to the
prospectus, and the beneficial ownership of  your shares.  As another example, in
the next amendment, please disclose on the cover page of the preliminary
prospectus an offering price or, if you intend to rely on Rule 430A, a bona fide price range of the offered securities.
 5. Please revise the page numbers in your  filing, as the pages are not numbered
consistently.

6. If the anticipated filing of the amended re gistration statement falls after 45 days
but before 90 days of the end of the Company’s fiscal year , please follow the

Recon Technology, Ltd.
September 8, 2008
Page 3

guidance provided by Rule 8-08 in determin ing whether updated audited financial
statements are required.  Should the Company conclude that updated audited
financial statements are not required, please explain how criteria (2) of Rule 8-
08(b) has been met.
 7. Please file as exhibits to your filing all material contracts.  For example, please
file your agreement with your placement agent, your agreements with your major customers, your employment agreements with your executive officers, the lock-up agreements and the agreements by which re lated parties have made loan payments
on your behalf.
 8. You state on the cover page of the pros pectus that you have applied for approval
for quotation on the NASDAQ Capital Market.  In light of this, please explain
your references on pages 60 and 63 to the New York Stock Exchange.

Prospectus Summary, page 2

Our Company, page 2
 9. Please define the acronym “SCADA” the first time it is used.

Our Corporate Structure, page 2

10. Please disclose in this section the reason for your corporate stru cture, as described
in Note 1 to your financial statements.
 11. Disclose in this section that your thre e major shareholders, Mr. Yin Shenping, Mr.
Li Hongqi and Mr. Chen Guangqiang, are also officers and directors of your
company and disclose their positions.  In this regard, please clarify in the risk
factor on page 6 entitled “The principal shareholders of the Domestic Companies
have potential conflicts of interest with us, which may adversely affect our business” whether or not these three persons  are also principal shareholders in you
as well as in the Domestic Companies.

Risk Factors, page 2

12. Please delete any language that serves to mitigate or qualify the risk that you are
highlighting.  For example, please revise the statement that begins with the phrase
“although….” in the risk f actor captioned “Our software products may contain
integration challenges….” at page 3, and th e statement that begins “As we believe
that there are a number of widely ava ilable middleware programs available…” in
the risk factor captioned “As a technology-or iented business, our ability to operate
properly….” at page 2.

Recon Technology, Ltd.
September 8, 2008
Page 4

13. Because they appear to present similar risks, please combine the risk factors set forth under the following headings:

• “If we are unable to adequately pr otect our rights to  our intellectual
property…,” at page 2, with “As a technol ogy-oriented business, our ability to
operate profitably…,” at page 2; and
• “PRC laws and regulations governing our businesses and the validity of
certain of our contractual arrangements  are uncertain…,” at page 5, with “If
the PRC government determines that th e contractual arrangements…,” at
page 5.

14. Please add a risk factor re garding the high seasonality of your revenue stream, as
discussed on page 35, or tell us why such a risk factor is not needed.
 15. Please add a risk factor regarding your  and your customers’ dependence on third
party software, as discussed on page 42, or tell us why such a risk factor is not
needed.

16. You state at page 42 that your standard software license agreements contain an
infringement indemnity clause under which you agree to indemnify your
customers and business partners against li ability and damages arising from claims
of various copyright or ot her intellectual property infr ingement by your products.
Please add related risk factor disclosure, or  tell us why such a risk factor is not
needed.

Risks Related to Our Corporate Structure, page 5

PRC laws and regulations governing our businesses and the validity of certain of our
contractual arrangements  are uncertain…, page 5
 17. We note your disclosure that you, Recon Technology Co., Limited and Recon Technology (Jining) Co., Ltd. (“Recon-JN”) are subject to PRC law limitations on
foreign ownership of domestic companies.  Please expand your risk factor to
describe such limitations.
 Our contractual arrangements with the Dome stic Companies may result in adverse tax
consequences to us…, page 6
 18. We note your disclosure that the PRC tax au thorities could request that you adjust
your taxable income upward for PRC ta x purposes.  To the extent known, or
readily determinable, please quantify th e extent of such potential upward
adjustment.

Recon Technology, Ltd.
September 8, 2008
Page 5

The principal shareholders of the Domestic  Companies have poten tial conflicts of
interest…, page 6
 19. We note your reference to potential conflicts  of interest for your officers.  Please
expand your disclosure to provide exampl es of material po tential conflicts.
 Risks Related to Doing Business in China, page 7

 Restrictions on currency exchange may limit our  ability to receive and use our revenues
effectively, page 8
 20. We note your disclosure th at restrictions on forei gn currency exchange could
affect Recon-JN’s ability to obtain fo reign exchange through debt or equity
financing.  If applicable, pleas e disclose how such restrictions could limit the use
of funds to be raised in this offering.
 Recent PRC regulations relati ng to the establishment of offshore special purpose
vehicles…, page 8
 21. Please tailor this risk to your company.  Fo r example, it appears that references to
your “parent company” or your “PRC subsidiaries” do not reflect your organizational structure.
 If our financial condition deteriorates, we may be delisted by the NASDAQ Capital
Market…, page 11
 22. Given the uncertainty related to whether your listing applica tion will be accepted,
please remove any suggestion in your  filing that you will be listed on the
NASDAQ.  For example, it appears to be more accurate to make reference instead to your application to list on NASDAQ.  In addition, please update this risk factor
caption to reflect the risk that your li sting application may not be approved.
 23. We note your disclosure that you have re lied on an exemption to the blue sky
registration requirements afforded to “covere d securities” and that failure to meet
the NASDAQ listing standards would require you to register the offering in each
state in which you plan to sell shares.  Please revise your disclosure to clarify
when you have relied on the covered s ecurities exemption, and which offering
you would otherwise need to register.  If you intend to rely on the covered securities exemption in connection with  this offering, please advise how you
would do so, given that you do not an ticipate meeting the NASDAQ listing
requirements until after you have completed this offering.

Recon Technology, Ltd.
September 8, 2008
Page 6

Risks Associated With This Offering, page 10
 We have not determined a specific use for a si gnificant portion of the proceeds from this
offering…, page 13
 24. You state that you have not de termined a specific use fo r a significant portion of
the proceeds from the offering.  This does not appear to be consistent with the
disclosure regarding use of proceeds that you will provide at page 18.  Please advise.
 Our Corporate Structure, page 15

 Corporate History, page 15

 25. We note your disclosure regarding the opinion of Jingtian & Gongcheng.  Please
file as an exhibit to your f iling the consent of such firm to such disclosure in your
filing.
 Contractual Arrangements with Domestic Co mpanies and their Shareholders, page 17

26. Your discussion of the Exclusive Purchase  Agreement states that the agreement
“…provides that Recon-JN will be entitle d to require the Domestic Company’s
shares from its current shareholders upon certain terms and conditions.”  Please clarify whether you inte nded to use the word acquire rather than require in this
sentence; and disclose the terms and condi tions under which such shares would be
conveyed (e.g. the call option price should be specified, along with the manner by
which it was determined and a descrip tion of any contingencies that could
terminate or render the option inoperable).

27. Please expand your disclosure about th e Exclusive Technology Consultation
Service Agreement to indicate the frequenc y of the periodic payments to Recon-
JN, and to describe any restrictions or  limitations on upstream payments of these
profits from Recon-JN to Recon-CI.
 28. Please describe in this section the mate rial terms of the powers of attorney
executed by certain shareholders of the Domestic Companies.
 Dividend Policy, page 19

 29. Please disclose in this section, as you disclosed on pages 33-34, that your ability
to pay dividends is dependent upon dividends and other distri butions paid, and
that Chinese legal restrictions perm it payment of dividends to you by your
Chinese subsidiary only out of its accumu lated net profit, if any, determined in
accordance with Chinese accountin g standards and regulations.

Recon Technology, Ltd.
September 8, 2008
Page 7

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25
 Relevant Industry-Wide Factors, page 29

 30. You state that the PRC has recently ma de changes to its central government
structure, and that your management “sees  this move as a signal that the PRC
government may encourage traditional excavation businesse s of non-renewable
resources to focus more heavily on auto matic systems and economic equipment.”
Please expand your disclosure to describe the relevant changes to the PRC central
government structure, and to  provide support for management’s belief that such
changes provide such a signal from the PRC government.
 Results of Operations, page 30

 31. We note that your discussions on changes in revenues for both the year ended June 30, 2007 vs. the year ended June 30, 2006, and the nine month period ended March 31, 2008 vs. the nine month period ended March 31, 2007, do not describe or quantify the specific drivers underlying the fluctuations between periods necessary to provide an unde rstanding of the reasons for material increases.  The
analysis is limited to a statement indi cating that the increase in revenues was
generally attributable to your “g rowing relationships” and “business
engagements” with CNPC and Sinopec.    Although you describe various principal pr oducts and services in the Overview
section on page 25, we see no discussion about the composition of sales relative to these components, or any specific info rmation about volumes or prices.  We
also note that you identify various factor s that affect your operations and the
industry on pages 26, 27, and 29.  However, we see no discussion under this heading of any factors associated with these items showing any correlation with
the changes in revenues or costs.     In order to comply with Item 303(a)(3) of  Regulation S-K, Instructions 3 and 4 to
paragraph 303(a) of Regulation S-K, and FRC §§501.12.b.3 and 12.b.4, please expand your discussion to include the speci fic reasons and factors contributing to
these material changes in revenues.  If  attributing changes to specific items,
disaggregate amounts in each period and qua ntify their separa te impacts.
 32. We note that in your discussion of change s in revenue for the nine month period
ended March 31, 2008 vs. the nine mont h period ended March 31, 2007, you state
that all of your revenue in  the first quarter of 2008 was from unrelated parties.
Tell us the extent to which revenues in  the cumulative interim period, including
the second and third quarter of 2008, were from related parties, and explain why
these amounts are not presented separa tely on the face of your financial

Recon Technology, Ltd.
September 8, 2008
Page 8

statements, or disclosed with the relate d party infor