Delixy Holdings (DLXY) adds two independent directors and reshapes committees

Rhea-AI Filing Summary

Delixy Holdings Limited reported changes to its board and committees in late July 2026. Independent directors Mr. Lay Shi Wei and Mr. Yap Beng Tat Richard resigned effective at the close of business on July 29, 2026, and the company states these departures did not result from any disagreement over operations, policies or practices.

On July 30, 2026, the Board appointed Mr. Zhang Chunming and Mr. Ye Changkun as new independent directors, each meeting independence standards under Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3. The Audit, Compensation and Nomination Committees were reconstituted to include them, and the Board now comprises two executive directors and three independent directors while relying on Nasdaq’s home country exemption.

Filing Explained

The filing adds committee leadership details: Wang Jinxiao chairs the Audit Committee and serves as its financial expert; Zhang Chunming chairs the Compensation Committee; and Wang chairs the Nomination Committee.

Key Figures

Independent directors after changes: 3 Executive directors after changes: 2 Mr. Zhang age: 35 +2 more

5 metrics

Independent directors after changes 3 Number of independent directors on the Board following appointments effective July 30, 2026

Executive directors after changes 2 Number of executive directors on the Board after the July 2026 reconstitution

Mr. Zhang age 35 Age of new independent director Mr. Zhang Chunming

Mr. Ye age 42 Age of new independent director Mr. Ye Changkun

Board committees reconstituted 3 Audit, Compensation and Nomination Committees reconstituted effective July 30, 2026

Key Terms

independent director, Nasdaq Listing Rule 5605(a)(2), Rule 10A-3, foreign private issuer, +2 more

6 terms

independent director regulatory

"appointed Mr. Zhang Chunming and Mr. Ye Changkun as independent directors of the Company"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Nasdaq Listing Rule 5605(a)(2) regulatory

"qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2)"

Nasdaq Listing Rule 5605(a)(2) sets the criteria Nasdaq uses to decide whether a company’s board members are independent, listing examples of relationships or ties that would disqualify a director from being considered independent. Investors care because a board with genuinely independent directors acts like an impartial referee overseeing management decisions, reducing conflicts of interest and improving the chance that shareholder interests are protected and corporate decisions are scrutinized effectively.

Rule 10A-3 regulatory

"satisfies the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934"

foreign private issuer regulatory

"As a foreign private issuer, the Company relies on the home country exemption"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country exemption regulatory

"relies on the home country exemption under Nasdaq Listing Rule 5615(a)(3)"

audit committee financial expert financial

"with Mr. Wang Jinxiao serving as the audit committee financial expert"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

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FAQ

What board changes did Delixy Holdings Limited (DLXY) announce in July 2026?

Delixy Holdings Limited reported that two independent directors resigned on July 29, 2026 and two new independent directors, Mr. Zhang Chunming and Mr. Ye Changkun, were appointed effective July 30, 2026, alongside a full reconstitution of its board committees.

Who resigned from the Delixy Holdings Limited (DLXY) board and why?

Independent directors Mr. Lay Shi Wei and Mr. Yap Beng Tat Richard resigned effective July 29, 2026. The company states that neither resignation resulted from any disagreement with the company, its board or management on operations, policies or practices.

Who are the new independent directors of Delixy Holdings Limited (DLXY)?

The board appointed Mr. Zhang Chunming, aged 35, and Mr. Ye Changkun, aged 42, as independent directors effective July 30, 2026. Both meet Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 independence requirements based on information provided.

How were Delixy Holdings Limited (DLXY) board committees reconstituted?

Effective July 30, 2026, the Audit Committee, Compensation Committee, and Nomination Committee were reconstituted to include Mr. Zhang and Mr. Ye, with Mr. Wang Jinxiao remaining committee chairman on Audit and Nomination and serving as audit committee financial expert.

What is the new board composition at Delixy Holdings Limited (DLXY)?

Following the July 2026 changes, the board consists of two executive directors and three independent directors. As a foreign private issuer, the company relies on the Nasdaq home country exemption and is not required to maintain a majority of independent directors.

Do the new Delixy Holdings Limited (DLXY) directors have related-party ties or material transactions?

The company states there are no arrangements or understandings leading to their appointments, no family relationships with existing directors or officers, and no material interest transactions involving the new directors that require disclosure under applicable rules.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 July 2026

Commission File Number: 001-42738

Delixy Holdings Limited

883 North Bridge Road, #04-01

Singapore 198785

(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 ☒     Form 40-F ☐

Changes to the Board of Directors and Board Committees

On July 29, 2026, each of Mr. Lay Shi Wei and Mr. Yap Beng Tat Richard resigned as an independent director of Delixy Holdings Limited (the “Company”), effective as of the close of business on July 29, 2026. Neither resignation was the result of any disagreement with the Company, its board of directors (the “Board”) or management on any matter relating to the Company’s operations, policies or practices. Upon the effectiveness of their resignations, each of Mr. Lay and Mr. Yap ceased to serve on the Board and on all committees of the Board on which he served.

Also on July 30, 2026, the Board appointed Mr. Zhang Chunming and Mr. Ye Changkun as independent directors of the Company, effective July 30, 2026. Based on the information provided by each of them in connection with their appointments, the Board has determined that each of Mr. Zhang and Mr. Ye qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2) and satisfies the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between either incoming director and any other person pursuant to which he was appointed, and there are no family relationships between either incoming director and any director or executive officer of the Company. There are no transactions in which the Company is a participant and in which either incoming director has a material interest that are required to be disclosed under applicable rules.

The biographical information of Mr. Zhang Chunming is set forth below:

Mr. Zhang Chunming (“Mr. Zhang”), aged 35, has nearly ten years of experience in corporate governance, risk management and compliance, together with investment and financing advisory experience. Since 2023, Mr. Zhang has served as Co-Founder and Managing Director of Hainan Alaya Investment Co., Ltd., and since 2025 as Co- Founder of Hangzhou Little Crocodile Information Technology Co., Ltd. Prior to that, he provided corporate governance, risk-management and compliance consulting services to a number of enterprises. From 2016 to 2018, Mr. Zhang served in the Risk Management Department of Ping An Insurance (Group) Company of China, Ltd., and from 2013 to 2016 in the Risk Management Department of Xinye Technology (FinVolution Group). Mr. Zhang received a Master of Business Administration from Shanghai University of Finance and Economics in 2016 and a Bachelor’s degree in Industrial Engineering from Shaanxi University of Science & Technology in 2013. Mr. Zhang is a Chinese national.

The biographical information of Mr. Ye Changkun is set forth below:

Mr. Ye Changkun (“Mr. Ye”), aged 42, has over ten years of professional experience in quality management, production operations and team management. Since May 2026, Mr. Ye has served as an Assistant Supervisor at Foxconn Technology Group, supporting departmental operations and management. From 2012 to 2025, he served as Quality Supervisor at Dongtao Machinery (Beijing) Co., Ltd., where he was responsible for product quality management and the development of quality control systems. Earlier in his career, Mr. Ye worked in foundational education. Mr. Ye graduated from Tai’an Normal College (now Taishan University) and subsequently obtained a bachelor’s degree through continuing education. Mr. Ye is a Chinese national.

In connection with the foregoing, the Board reconstituted its standing committees, effective July 30, 2026, as follows: the Audit Committee comprises Mr. Wang Jinxiao (Chairman), Mr. Zhang Chunming and Mr. Ye Changkun, with Mr. Wang Jinxiao serving as the audit committee financial expert; the Compensation Committee comprises Mr. Zhang Chunming (Chairman), Mr. Wang Jinxiao and Mr. Ye Changkun; and the Nomination Committee comprises Mr. Wang Jinxiao (Chairman), Mr. Zhang Chunming and Mr. Ye Changkun.

Following these changes, the Company’s Board is composed of two executive directors and three independent directors. As a foreign private issuer, the Company relies on the home country exemption under Nasdaq Listing Rule 5615(a)(3) and is not required to maintain a board comprising a majority of independent directors.

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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, thereunto duly authorized.

	Delixy Holdings Limited
Date: July 30, 2026	By:	/s/ Xie, Dongjian
	Name:	Xie, Dongjian
	Title:	Chief Executive Officer

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