Delixy Holdings Ltd
For the period ended Jan 21, 2026. Filed Jan 21, 2026.
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Jan 21, 2026 · Filed Jan 21, 2026
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EX-99.2 · PROXY
PROXY
Solicited on Behalf of the Board of Directors for the Extraordinary General Meeting of Shareholders on
February 23, 2026 at 10 A.M., Singapore Time
(February 22, 2026, at 9 P.M., Eastern Time)
The undersigned hereby appoints Mr. Xie, Dongjian as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of Delixy Holdings Limited registered in the name of the undersigned. 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 Item 1 and Item 2.
Item 1 By a special resolution, to approve the re-designation and re-classification of the authorised and issued share capital of the Company and the adoption of the Second Amended and Restated Memorandum and Articles of Association, such that:
(A) the authorized and issued share capital of the Company be and is hereby re-designated as follows:
From: US$2,500 divided into 500,000,000 shares of a nominal or par value of US$0.000005 each;
To: US$2,500 divided into 450,000,000 Class A ordinary shares of a nominal or par value of US$0.000005 each and 50,000,000 Class B ordinary shares of a nominal or par value of US$0.000005 each;
By: the re-designation and re-classification of 442,826,000 unissued shares of a nominal or par value of US$0.000005 each into 442,826,000 unissued Class A ordinary shares of a nominal or par value of US$0.000005 each with the rights attaching to such shares as set out in the Second Amended and Restated Memorandum and Articles of Association annexed to the Notice of Extraordinary General Meeting of Members;
By: the re-designation and re-classification of 40,824,000 unissued shares of a nominal or par value of US$0.000005 each into 40,824,000 unissued Class B ordinary shares of a nominal or par value of US$0.000005 each with the rights attaching to such shares as set out in the Second Amended and Restated Memorandum and Articles of Association annexed to the Notice of Extraordinary General Meeting of Members;
By: the re-designation and re-classification of (i) 16,350,000 issued ordinary shares of a nominal or par value of US$0.000005 each into 7,174,000 Class A ordinary shares of a nominal or par value of US$0.000005 each and 9,176,000 Class B ordinary shares of a nominal or par value of US$0.000005 each as set out in the table below with the rights attaching to such shares as set out in the Second Amended and Restated Memorandum and Articles of Association annexed to the Notice of Extraordinary General Meeting of Members:
| Name of Shareholder | Number of existing shares held | Number and class of shares to be held after the re-designation and re-classification of shares of the Company |
|---|---|---|
| Mega Origin Holdings Limited | 9,176,000 | 9,176,000 Class B Ordinary Shares |
| All other shareholders | 7,174,000 | 7,174,000 Class A Ordinary Shares |
(B) the existing clause 8 of the existing memorandum of association be deleted in its entirety and be replaced with the following new clause 8:
“The share capital of the Company is US$2,500 divided into (a) 450,000,000 Class A Ordinary Shares with a par value of US$0.000005 each and (b) 50,000,000 Class B Ordinary Shares with a par value of US$0.000005 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.”; and
(C) the Second Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Company as set forth in Annex A to the Notice of the Extraordinary General Meeting be adopted in substitution for and to the exclusion of the Memorandum of Association and Amended and Restated Articles of Association of the Company currently in effect, to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares.
| ☐ For | ☐ Against | ☐ Abstain |
|---|
Item 2 By an ordinary resolution, to adopt the Delixy Holdings Limited 2026 Equity Incentive Plan (the “Plan”), as set forth in Annex B to the Notice of the Extraordinary General Meeting.
| ☐ For | ☐ Against | ☐ Abstain |
|---|
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