HUHUTECH International Group Inc.
For the period ended Dec 30, 2025. Filed Dec 30, 2025.
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Dec 30, 2025 · Filed Dec 30, 2025
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Contents
EX-99.2 · PROXY
PROXY
**Solicited on Behalf of the Board of Directors for the Extraordinary General Meeting of Shareholders
on January 29, 2026 at 11:00 A.M., China Standard Time
(January 28, 2026, at 10:00 P.M., Eastern Time)
The undersigned hereby appoints Mr. Yujun Xiao as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of HUHUTECH International Group Inc. which the undersigned is entitled to vote at the Extraordinary General Meeting of Shareholders and any adjournments or postponements thereof, as designated below.If no designation is made, the proxy, when properly executed, will be voted “FOR” each of the resolutions in Items 1, 2, and 3.
| Item 1 | As an ordinary resolution, (i) to approve one or more share consolidations of the Company’s issued and unissued ordinary shares, par value US$0.0000025 per share (“Ordinary Shares”), at a ratio of not less than two (2)-for-one (1) and not more than eight-thousand (8,000)-for-one (1) or the maximum consolidation ratio then permitted under applicable Nasdaq rules and requirements aggregately (the “Range”), with the exact ratio to be set as a whole number within the Range and the exact date to be determined by the board of directors of the Company (the “Board”) in its sole discretion within two years after the date of passing of these resolutions (each a “Share Consolidation” and collectively, the “Share Consolidations”) provided that the aggregate ratio across all such Share Consolidations shall not exceed eight-thousand (8,000)-for-one (1) or such lower cap as imposed by Nasdaq at the time of implementation and that no fractional share shall arise from the Share Consolidations, (ii) to authorize the Company to round up any fractional shares resulting from the Share Consolidations to the nearest whole Ordinary Share, and (iii) to authorize the Board to, at its sole and absolute discretion, implement one or more Share Consolidations, determine the exact consolidation ratio and the exact effective date of such Share Consolidation, instruct the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation(s) and do all other such acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by the Share Consolidation(s). |
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| ☐ For | ☐ Against | ☐ Abstain |
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| Item 2 | Subject to and conditional upon the effectiveness of the first Share Consolidation as approved under Proposal One, as a special resolution, (i) to amend and restate the currently effective memorandum and articles of association of the Company (the “Existing M&A”) by their deletion in their entirety and the substitution in their place with an amended and restated memorandum and articles of association (the “Post-Consolidation A&R M&A”), being in the form of the Existing M&A, with amendments to the share capital and par value descriptions; and (ii) to authorize the Company’s registered office provider or other duly authorized representative to file these resolutions, the Board resolutions in relation to such Share Consolidation and the Post-Consolidation A&R M&A with the Registrar of Companies in the Cayman Islands accordingly and authorize the Board to take all further actions and execute all further documents as may be necessary or advisable to carry out the intent of these resolutions. |
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| ☐ For | ☐ Against | ☐ Abstain |
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| Item 3 | As an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of all the resolutions contemplated by Proposal One and Proposal Two. |
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| ☐ For | ☐ Against | ☐ Abstain |
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In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the Extraordinary General Meeting, or any adjournment or postponement thereof.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Dated: __________________________________, 2025
Signature
Signature (Joint Owners)
Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title
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