IMAX China Holding, Inc. — Director's Dealing 2019

Dec 9, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [171 x 35] intentionally omitted <==

IMAX CHINA HOLDING, INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1970)

GRANT OF RESTRICTED SHARE UNITS

On 9 December 2019, the Company granted a total of 71,186 RSUs pursuant to the Company’s Restricted Share Unit Scheme to Edwin Tan, the Chief Executive Officer of the Company.

Grant of RSUs

On 9 December 2019, the Company granted 71,186 RSUs pursuant to the Restricted Share Unit Scheme to Edwin Tan, Chief Executive Officer of the Company, representing approximately 0.020% of the issued share capital of the Company as at the date of this announcement. The closing price of the Share on the date of the grant was HK$16.50.

A summary of the terms of the Restricted Share Unit Scheme was set out in the section headed “ Statutory and General Information — E. Long Term Incentive Plan — II. RSU Scheme ” in Appendix VI to the prospectus of the Company dated 24 September 2015.

The Company has appointed a professional trustee to assist with the administration and vesting of RSUs. The trustee shall make on-market purchases of Shares to satisfy the RSUs granted to Edwin Tan as the Chief Executive Officer of the Company upon vesting. The Company will provide sufficient funds to the trustee as the Board may in its absolute discretion determine to enable the trustee to satisfy its obligations in connection with the administration and vesting of RSUs granted.

A total of 71,186 RSUs were granted to Edwin Tan, details of which are as follows:

		Monetary
		Value of	Number of
Name	Position	RSU grants	RSUs granted
Edwin Tan	Chief Executive Officer	HK$1,174,565	71,186

The RSUs granted to Edwin Tan shall vest as follows: (1) 33% on 9 December 2020; (2) 33% on 9 December 2021; and (3) 34% on 9 December 2022.

1

In accordance with the Restricted Share Unit Scheme, the grant of the RSUs to Edwin Tan, Chief Executive Officer of the Company, has been approved by the Independent Non-executive Directors.

As Edwin Tan is the Chief Executive Officer and a connected person of the Company, the grant of RSUs to Edwin Tan constitutes a connected transaction. The grant to Edwin Tan forms part of the remuneration package of his service contract and no new Shares will be allotted and issued upon vesting of the RSUs. The Directors considered the terms of the grant to be on normal commercial terms. The relevant percentage ratios (as defined in the Listing Rules) for the grant are less than 5% and the total consideration is less than HK$3,000,000, and therefore the grant is exempt from the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.76(1)(c) of the Listing Rules.

As set out in the Company’s circular dated 7 May 2019, as of 2 May 2019, the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme was 23,299,977 Shares. As the Company granted: (i) 122,901 RSUs to three Independent Non-executive Directors on 10 June 2019, (ii) 160,937 RSUs and 210,883 Options to Jim Athanasopoulos, an Executive Director, on 1 August 2019, (iii) additional 24,141 RSUs and 31,701 Options to an employee on 1 August 2019, and (iv) 71,186 RSUs to Edwin Tan, the Chief Executive Officer as set out in this announcement, the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme has been reduced to 22,678,228 Shares.

DEFINITIONS

• “Board” the board of directors of the Company

“Company” IMAX China Holding, Inc., a company incorporated under the laws of the Cayman Islands with limited liability on 30 August 2010

• “Director(s)” the director(s) of the Company

• “HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time

• “Option(s)” share option(s) to subscribe for Share(s) which are granted under the Share Option Scheme

2

• “Restricted Share the restricted share unit scheme adopted by the Company on 21 Unit Scheme” September 2015

• “RSU(s)” Restricted share unit(s) granted under the Restricted Share Unit Scheme

• “Share(s)”

  • ordinary share(s) with a nominal value of US$0.0001 each in the share capital of the Company and a “Share” means any of them

• “Share Option Scheme” the share option scheme adopted by the Company on 21 September 2015

• “US$”

• U.S. dollars, the lawful currency of the United States of America

By Order of the Board IMAX China Holding, Inc. Zi Maggie Chen Company Secretary

Hong Kong, 9 December 2019

As at the date of this announcement, the Directors of the Company are:

Executive Directors:

Jiande Chen Jim Athanasopoulos Mei-Hui Chou (Jessie)

Non-Executive Directors:

Richard Gelfond Megan Colligan

Independent Non-Executive Directors:

John Davison Yue-Sai Kan Dawn Taubin Peter Loehr

In the event of any inconsistency between the English version and the Chinese version of this announcement, the English version shall prevail.

3