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BUSINESS ACQUISITION AND INVESTMENT IN UNCONSOLIDATED ENTITY

12 Months Ended

Jun. 30, 2025

BUSINESS ACQUISITION AND INVESTMENT IN UNCONSOLIDATED ENTITY

BUSINESS ACQUISITION AND INVESTMENT IN UNCONSOLIDATED ENTITY

NOTE 11. BUSINESS ACQUISITION AND INVESTMENT IN UNCONSOLIDATED ENTITY

(U)	Step Acquisition of Future Gas Station (Beijing) Technology, Ltd (“FGS”)

On August 21, 2018, the Company entered into a definitive investment agreement and a supplemental agreement (collectively, the “Agreement”) with FGS and the other shareholders of FGS. Following full performance under the Agreement, Recon will own 43% of FGS. As consideration for increasing its affiliates’ interest in FGS from 8% to 43%, the Company will (1) pay a total of RMB10 million in cash to FGS and (2) issue 487,057 (27,059 shares post 2024 Reverse Split) restricted Class A Ordinary Shares of the Company (the “Restricted Shares”) to the other shareholders of FGS within 30 days after FGS finalizes recording the Company’s corresponding interest at the local governmental agency. If FGS does not reach certain performance goals, the Company has the right to cancel all of the Restricted Shares and without further payment. The Restricted Shares are also subject to lock-up period requirements that vary for each of FGS shareholders, from one year to three years following issuance of the Restricted Shares. FGS has finalized recording Recon’s corresponding interest at the local governmental agency, and Recon has issued 487,057 (27,059 shares post 2024 Reverse Split) Restricted Shares in total to the other shareholders of FGS in August 2018.

On September 24, 2019, the Company signed an extension agreement with FGS and the other shareholders of FGS to postpone the Agreement to provide extra period for FGS to further fulfill the goals mentioned on the supplemental agreement. During the original contract period, FGS adjusted its operation model with an advanced improvement of its mobile applications and business model. Objected user and average Gross Merchandise Volume (“GMV”) of FGS’ mobile applications have been exceeded. FGS will need an extension to deploy its business in more provinces to complete a goal of 200 more gas stations.

On March 17, 2020, the Company signed a new supplemental agreement with FGS and the other shareholders of FGS to extend another 12 months to February 2021 for FGS and its shareholders to fulfill the goals mentioned on the supplemental agreement.

As of December 31, 2020, the Company owned 43% of the equity interests of FGS. The investments are accounted for using the equity method because the Company has significant influence, but no control of FGS.

On February 8, 2021, and pursuant to FGS’ shareholder meeting resolution dated January 13, 2021 (“Acquisition Date”), two of the Company’s subsidiaries entered into the fourth supplemental agreement to the investment agreement with FGS and FGS’ founding shareholders to acquire 8% equity ownership of FGS, as an exchange for waiver of the requirement on FGS’ performance goal about the number of gas stations and cancellation of the related lock-up terms on the 487,057 (27,059 shares post 2024 Reverse Split) Restricted Shares of the Company (reflecting the effect of one-for-five reverse share split) issued per the agreement signed on August 21, 2018. FGS failed to complete one of the three goals set up in the investment agreement. As a consequence, the Company shall cancel one third of the 487,057 (27,059 shares post 2024 Reverse Split) Restricted Shares, which shall be 162,352 (9,020 shares post 2024 Reverse Split) Restricted Shares. According to this new arrangement, the Company waived the goals and cancellation of the shares as a deemed consideration of the 8% equity. Based on the share price $1.61 ($28.98 post 2024 Reverse Split) on January 13, 2021, the fair value of the waived performance goal equals to ¥1,689,807 ($231,503). As a result, the Company owns 51% interest of FGS and this transaction was considered as a step acquisition under ASC 805 “Business Combinations”. A step acquisition gain of ¥979,254 ($134,157) arising from revaluation of previously held equity interest was recognized during the year ended June 30, 2021.

The Company retained independent appraisers to advise management in the determination of the fair value of customers relationship and goodwill. The values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date. The carrying value of other assets and liabilities other than customer relationship and goodwill, are approximate at their fair value as of the Acquisition Date.

The fair values of the identifiable assets and liabilities as at the date of the acquisitions are summarized in the following table:


		RMB			US Dollars
Cash		¥	471,843		$	65,867
Accounts receivable, net			831,049			116,010
Other receivables, net			144,285			20,141
Contract costs, net			75,250			10,504
Prepaid expenses			91,132			12,722
Property and equipment, net			118,130			16,490
Intercompany receivables*			6,850,000			956,223
Intangible assets- customer relationship			7,000,000			977,162
Goodwill			6,996,895			976,729
Accounts payable			(1,032,078)			(144,073)
Other payables			(1,273,182)			(177,729)
Other payable- related parties			(479,959)			(67,000)
Deferred revenue			(39,786)			(5,554)
Accrued payroll and employees’ welfare			(1,629,519)			(227,472)
Taxes payable			(64,253)			(8,969)
Deferred tax liability			(1,050,000)			(146,574)
Total		¥	17,009,807		$	2,374,477
Cash considerations			—			—
Deemed equity consideration to acquire 8% equity interest in FGS			1,689,807			235,888
Fair value of previously held equity interest			30,530,000			4,261,824
Non-controlling interest			34,790,000			4,856,497
Capital contribution receivable due from non-controlling Interest			(50,000,000)			(6,979,731)
Total		¥	17,009,807		$	2,374,477

*	Intercompany receivables from Nanjing Recon and BHD are eliminated upon consolidation.

The noncontrolling interest has been recognized at fair value net with subscription receivable on the acquisition date.

Goodwill and intangible assets

The excess of purchase price over the fair value of assets acquired and liabilities assumed of the business acquired was recorded as goodwill. The goodwill is not expected to be deductible for tax purposes. In conjunction with the preparation of our consolidated financial statement for years ended June 30, 2023, 2024 and 2025, the management performed evaluation on the impairment of goodwill and recorded an impairment loss on goodwill of ¥4,730,002, ¥nil and ¥nil for the years ended June 30, 2023, 2024 and 2025, respectively.

The identifiable goodwill acquired and the carrying value consisted of the following:


		June 30,			June 30,			June 30,
		2024			2025			2025
		RMB			RMB			US Dollars
Goodwill		¥	6,996,895		¥	6,996,895		$	976,729
Less: impairment for goodwill			(6,996,895)			(6,996,895)			(976,729)
Goodwill, net		¥	—		¥	—		$	—

The fair value of identified intangible assets, which is customer relationship, and its estimated useful lives as of June 30, 2025 is as follows:


								Average
								Useful Life
		Fair Value						(in Years)
		RMB (Unaudited)			US Dollars (Unaudited)
Intangible assets - customer relationship		¥	7,000,000		$	977,163		10
Less: accumulated amortization			(1,750,000)			(244,291)
Less: impairment			(5,250,000)			(732,872)
Intangible assets - customer relationship, net		¥	—		$	—

The amortization expense of customer relationship was ¥700,000, ¥nil and ¥nil for the years ended June 30, 2023, 2024 and 2025, respectively.

Impairment loss for intangible assets - customer relationship was ¥5,250,000, ¥nil and ¥nil for the years ended June 30, 2023, 2024 and 2025, respectively. As intangible assets - customer relationship was not able to generate enough future cashflow. Therefore, the Company decided to record full impairment of the intangible assets - customer relationship during the year ended June 30, 2023.