Delixy Holdings Ltd

Potential Effects

Adoption of the Plan will permit the Company to grant options, restricted share units and other share-based awards covering up to 10% of the Company’s issued and outstanding Ordinary Shares as of the date of adoption. The issuance of Ordinary Shares pursuant to awards under the Plan, the amount and terms of which will be determined by the Compensation Committee of the Board of Directors (or such other committee as may administer the Plan), could increase the total number of Ordinary Shares outstanding and dilute the interests of existing shareholders.

The Board of Directors believes that the potential dilutive effect of the Plan is outweighed by the anticipated benefits of aligning the interests of directors, officers, managers, employees, consultants and advisors with those of shareholders, and by enhancing the Company’s ability to attract and retain key personnel. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board of Directors from taking any such actions that it deems to be consistent with its fiduciary duties.

This proposal requires an ordinary resolution, being a resolution passed by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled). Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.