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Recon Technology (RCON) investors back big capital increase and reverse split plan

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Recon Technology, Ltd reported that shareholders approved all proposals at the annual general meeting for the year ended June 30, 2025. Two Class I directors, Hu Zhongchen and Yonggang Duan, were re-elected with more than 304 million votes cast in favor for each.

Shareholders ratified ENROME LLP as auditor for the fiscal year ending June 30, 2026. They also approved a large increase in authorized share capital from US$58,000 (500,000,000 Class A and 80,000,000 Class B Ordinary Shares) to US$320,000 (3,000,000,000 Class A and 200,000,000 Class B Ordinary Shares).

Investors authorized the board to implement one or more reverse share splits of Class A Ordinary Shares at an exchange ratio of up to 1-for-8,000 within two years, with fractional shares rounded up to the next whole share. A related special resolution conditionally increases authorized Class A shares after the first consolidation based on the chosen consolidation ratio.

Positive

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Insights

Shareholders backed major changes to Recon Technology’s capital structure with strong support.

Recon Technology, Ltd obtained broad shareholder approval for director elections, auditor ratification, and extensive flexibility over its share capital. Authorized capital was expanded from US$58,000 to US$320,000, significantly increasing the potential number of Class A and Class B Ordinary Shares.

The company also received authority to conduct one or more reverse share splits of Class A Ordinary Shares at ratios up to 1:8,000 within two years, with fractional entitlements rounded up. Actual impact will depend on if, when, and at what ratios the board chooses to implement these consolidations.

A conditional resolution allows the authorized Class A share capital to rise further immediately after the first consolidation, based on the final consolidation ratio, while maintaining 200,000,000 authorized Class B shares. Subsequent company communications may clarify how this flexibility is used in practice.

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2026

 

Commission File Number: 001-34409

 

RECON TECHNOLOGY, LTD

 

Room 601, No. 1 Shui’an South Street

Chaoyang District, Beijing, 100012

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F   x Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

Explanatory Note:

 

On February 13, 2026 at 10:00 AM Beijing Time, Recon Technology, Ltd (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”) for the fiscal year ended June 30, 2025. At the Annual Meeting, the Company’s shareholders approved the proposals listed below. The final results for the votes regarding each proposal are set forth below. Each of these proposals is described in detail in the Company’s proxy statement, filed with the Securities and Exchange Commission on December 30, 2025.

 

1. Elect two Class I members of the board of directors to serve a term expiring at the Annual Meeting following the fiscal year ending June 30, 2028 or until their successors are duly elected and qualified.

 

Name   For   Against   Abstain
Hu Zhongchen   304,427,237   22,414   4,878
Yonggang Duan   304,436,451   12,266   5,812

 

2. Ratify the appointment of ENROME LLP as the Company’s registered public accounting firm for the fiscal year ending June 30, 2026.

         
For   Against   Abstain
304,439,695   9,671   5,163

 

3. Approve a special resolution that the authorized share capital of the Company be increased FROM US$58,000 divided into 500,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each, and 80,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each, TO US$320,000 divided into 3,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each and 200,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each, BY the creation of 2,500,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 and 120,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each.

         
For   Against   Abstain
304,423,747   30,158   624

 

4. Approve a special resolution that the Company effect one or more reverse share splits of its authorized, issued and outstanding Class A Ordinary Shares by way of consolidation at an exchange ratio of up to one-for-eight thousand (1:8,000) in the aggregate (the “Share Consolidations”), such that the number of authorized, issued and outstanding Class A Ordinary Shares is decreased by the applicable ratio and the par value of each authorized, issued and outstanding Class A Ordinary Shares is increased by the same ratio, as applicable, with each Share Consolidation to be effected at such time or times, and at a precise consolidation ratio or ratios, in each case as determined by the Directors in their absolute discretion within two (2) years following the date of the AGM (the “Share Consolidation Proposal”), provided that, the cumulative consolidation ratio for all such Share Consolidations shall not exceed 1:8,000 in the aggregate (the “Consolidation Ratio Cap”).

         
For   Against   Abstain
304,433,339   21,085   105

 

 

 

 

5. Approve as an ordinary resolution that: (a) no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Shares upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share; (b) the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine, at any time within two (2) years following the date of the AGM and subject to the Consolidation Ratio Cap, the exact consolidation ratio and effective date of each such Share Consolidation; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the AGM; and (c) if and when deemed advisable by the Board in its sole discretion, any director or officer of the Company be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidation(s).

 

For   Against   Abstain
304,434,091   19,818   620

 

6. Approve a special resolution that conditional upon the determination of the exact consolidation ratio and immediately following the first Share Consolidation, the authorized share capital of the Company be increased FROM US$320,000 divided into 3,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each and 200,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each, TO such amount as results from the creation of an additional number of Class A Ordinary Shares at the consolidation ratio and 200,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each.

 

         
For   Against   Abstain
304,423,588   30,304   637

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RECON TECHNOLOGY, LTD
     
Date: February 18, 2026 By: /s/ Liu Jia
    Name: Liu Jia
    Title: Chief Financial Officer

 

 

 

 

FAQ

What did Recon Technology (RCON) shareholders decide at the latest annual meeting?

Shareholders approved all six proposals, including re-electing two Class I directors, ratifying ENROME LLP as auditor for the year ending June 30, 2026, and authorizing significant changes to the company’s share capital structure and potential reverse share splits of Class A Ordinary Shares.

How did Recon Technology (RCON) shareholders vote on the director elections?

Shareholders re-elected Hu Zhongchen and Yonggang Duan as Class I directors. Hu Zhongchen received 304,427,237 votes for, 22,414 against, and 4,878 abstentions, while Yonggang Duan received 304,436,451 votes for, 12,266 against, and 5,812 abstentions, indicating very strong support.

What change to authorized share capital did Recon Technology (RCON) approve?

Shareholders approved increasing authorized share capital from US$58,000 to US$320,000. This raises Class A Ordinary Shares from 500,000,000 to 3,000,000,000 and Class B Ordinary Shares from 80,000,000 to 200,000,000, by creating 2,500,000,000 additional Class A and 120,000,000 additional Class B shares.

What reverse share split authority did Recon Technology (RCON) shareholders grant?

Shareholders approved a special resolution authorizing one or more reverse share splits of Class A Ordinary Shares at an exchange ratio of up to 1-for-8,000. The board may implement these consolidations within two years, subject to a cumulative consolidation ratio cap of 1:8,000 in total.

How will Recon Technology (RCON) handle fractional shares in any reverse split?

Shareholders approved that no fractional Class A Ordinary Shares will be issued. If a shareholder would be entitled to a fractional Class A share after a consolidation, the total will be rounded up to the next whole Class A Ordinary Share, avoiding fractional holdings.

What discretion does Recon Technology’s board have over the share consolidations?

The board is authorized, in its absolute discretion, to implement one or more share consolidations, choose the exact consolidation ratio and effective date within two years, or decide not to implement any consolidation. Directors and officers may execute all documents needed to carry out these actions.

What conditional share capital change follows Recon Technology’s first consolidation?

Conditionally upon determining the exact consolidation ratio and immediately after the first share consolidation, authorized capital will increase from US$320,000 to an amount reflecting an additional number of Class A Ordinary Shares at that ratio, while maintaining 200,000,000 Class B Ordinary Shares at US$0.0001 par value each.
Recon Technology Ltd

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