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IMAX China Holding, Inc. Proxy Solicitation & Information Statement 2009

Apr 7, 2009

50309_rns_2009-04-07_0490e146-f914-4f63-9711-bc40f7a5f5a1.pdf

Proxy Solicitation & Information Statement

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HI SUN TECHNOLOGY (CHINA) LIMITED

*****

(incorporated in Bermuda with limited liability)

(Stock Code: 818)

Form of Proxy for use at the special general meeting of Hi Sun Technology (China) Limited to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2009 at 10:00 a.m. (or any adjournment thereof)

I/We (Note 1)

of being the registered holder(s) of (Note 2) shares of HK$0.0025 each in the capital of Hi Sun Technology (China) Limited (the “ Company ”), HEREBY APPOINT (Note 3) of (address)

or failing him the Chairman of the Meeting as my/our proxy to act for me/us and on my/our behalf at the special general meeting of the Company (or at any adjournment thereof) to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Monday, 27 April 2009 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the ordinary resolutions set out in the notice convening the said special general meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

  • ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4)

    1. To approve (i) the sale of the shares and the redesignation of such shares as series B preference shares of HK$1.00 each in the share capital of PAX Technology Limited (“ PAX ”), in either case, subject to and on terms of the conditional sale and purchase agreement (the “ Sale and Purchase Agreement ”) dated 30 March 2009; and (ii) all transactions contemplated under the Sale and Purchase Agreement including without limitation the entering into and the performance of the shareholders agreement pursuant to the Sale and Purchase Agreement; and that the directors of the Company be and are hereby authorised to do all things and acts which they consider necessary, desirable or expedient in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder.
    1. To approve (i) the rules of the proposed share option scheme of PAX; and (ii) the grant of options and issue of shares in PAX pursuant to the PAX Share Option Scheme and the directors of the Company be and are hereby authorised to execute such documents and take such action as they deem appropriate for the foregoing purpose.
  • Date this day of 2009 Signature (Note 6)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares to which this proxy relates and is registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of HK$0.0025 each in the capital of the Company registered in your name(s).

  3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

  4. IMPORTANT:WISH TO VOTE AGAINSTIF YOU WISHTHETORESOLUTION,VOTE FOR THEPLEASERESOLUTION,PLACE A “PLEASE” IN THEPLACERELEVANTA “” INBOXTHEMARKEDRELEVANT“AGAINST”BOX MARKED . Failure “FOR”. to complete IF YOU the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. Any alteration made to this form of proxy must be initialled by the person who signs it.

* For identification purposes only