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IMAX China Holding, Inc. Proxy Solicitation & Information Statement 2007

Apr 26, 2007

50309_rns_2007-04-26_66c074b1-8669-45dc-863c-cd830adcb50d.pdf

Proxy Solicitation & Information Statement

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HI SUN TECHNOLOGY (CHINA) LIMITED 高陽科技(中國)有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 818)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Hi Sun Technology (China) Limited (the “Company”) will be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Tuesday, 15 May 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modification) the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT :

the conditional subscription agreement dated 4 April 2007 and entered into between the Company, Pax Technology Limited and Digital Investment Limited (the “Subscription Agreement”) (a copy of which has been produced to the meeting marked “A” and initialed by the Chairman for the purposes of identification), under which Digital Investment Limited agreed to subscribe, and Pax Technology Limited agreed to issue and allot to Digital Investment Limited, 8,750,000 new preference shares of HK$1.00 each in the share capital of Pax Technology Limited, at an aggregate subscription price of US$10,000,000 (equivalent to approximately HK$78.1 million), be and is hereby approved, confirmed and ratified, and that the directors of the Company be authorised to sign or execute such documents or agreements (including but not limited to a shareholders agreement) or deeds on behalf of the Company whether under the common seal of the Company or otherwise as may be necessary and to do such other things and to take all such actions as they consider necessary or desirable for the purposes of facilitating, executing, implementing or giving effect to the Subscription Agreement and the transactions contemplated thereunder.”

By Order of the Board LI Wenjin Executive Director

Hong Kong, 27 April 2007 Head office and principal place of business of the Company: Room 2416, 24th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong

Notes:

  1. A form of proxy for use at the meeting is enclosed with the circular despatched on 27 April 2007 to the members of the Company.

  2. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member.

  3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  4. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the principal place of business of the Company at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

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  1. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  2. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

As at the date of this announcement, the Board consists of six executive directors, namely Mr. Cheung Yuk Fung, Mr. Kui Man Chun, Mr. Xu Wensheng, Mr. Li Wenjin, Mr. Chan Yiu Kwong and Mr. Xu Chang Jun and three independent non-executive directors, namely Mr. Tam Chun Fai, Mr. Xu Sitao and Mr. Leung Wai Man, Roger.

  • For identification purpose only

  • “Please also refer to the published version of this announcement in The Standard.”

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