IMAX China Holding, Inc. — Proxy Solicitation & Information Statement 2021

Mar 30, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in IMAX China Holding, Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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IMAX CHINA HOLDING, INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1970)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND

PROPOSED GRANTING OF ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of IMAX China Holding, Inc. to be held at Meeting Room 4, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China on 6 May 2021 at 7:00 a.m. (Hong Kong time) is set out on pages 15 to 19 in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 7:00 a.m. on 4 May 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.imax.cn).

30 March 2021

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.	Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . 4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.	Proposed Granting of Annual Mandate to Issue Shares Under
	the Restricted Share Unit Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.	Proposed Payment of Final Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix	I — Details of the Directors Proposed to be Re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix	II — Explanatory Statement on the Share Buy-Back Mandate. . . . . . . . . . . . . . . . . 12
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Annual General Meeting” the annual general meeting of the Company to be held at Meeting Room 4, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China on 6 May 2021 at 7:00 a.m. (Hong Kong time), to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 19 of this circular, or any adjournment thereof

• “Articles of Association” the articles of association of the Company currently in force “Average Annual EBITDA the average annual EBITDA growth of the Company over a prescribed Growth” performance period “Board” the board of Directors “Cayman Companies Law” the Companies Law (2016 Revision) of the Cayman Islands, as amended or supplemented from time to time

• “Company” IMAX China Holding, Inc., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company “EBITDA” earnings before interest, taxes, depreciation and amortization “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting

• “Latest Practicable Date” 17 March 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

• “Memorandum of the memorandum of association of the Company Association” “PRC” People’s Republic of China

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DEFINITIONS

• “Performance-Based the rules on the Performance-Based Restricted Share Unit Scheme adopted Restricted Share Unit by the Company on 12 March 2020 Scheme” or “PSU Scheme” “PSUs” Performance-based restricted share unit(s) “Restricted Share Unit the rules on the Post-IPO restricted share unit scheme adopted by the Scheme” or Company on 21 September 2015 “RSU Scheme” “RSU(s)” restricted share unit(s) “RSU Annual Mandate” the annual mandate in respect of the Restricted Share Unit Scheme proposed under ordinary resolution contained in item 8 in the notice of the Annual General Meeting

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• “Share Buy-back Mandate” a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting

• “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong as amended from time to time

• “US$” US dollars, the lawful currency of the United States of America “%” percent

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LETTER FROM THE BOARD

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IMAX CHINA HOLDING, INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1970)

Executive Directors:

Mr. Edwin Tan Mr. Jim Athanasopoulos Ms. Mei-Hui (Jessie) Chou

Non-executive Directors:

Mr. Richard Gelfond (Chairman) Ms. Megan Colligan Mr. Jiande Chen

Independent Non-executive Directors:

Ms. Yue-Sai Kan Mr. John Davison Ms. Dawn Taubin Mr. Peter Loehr

Registered Office:

c/o Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Corporate Headquarters: 7/F, Verdant Place No. 128 West Nanjing Road Huangpu District, Shanghai People’s Republic of China

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

30 March 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES

AND

PROPOSED GRANTING OF ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 6 May 2021.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 16.18 of the Articles of Association, Mr. John Davison, Ms. Megan Colligan and Ms. Mei-Hui (Jessie) Chou shall retire from office as Directors at the Annual General Meeting, and, being eligible, will offer themselves for re-election at the Annual General Meeting.

In addition, in accordance with Article 16.2 of the Articles of Association, Mr. Edwin Tan, who was appointed by the Board as an addition to the Board on 29 January 2021, will hold office as a Director only until the Annual General Meeting, and, being eligible, will offer himself for re-election at the Annual General Meeting.

Biographical details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 11 June 2020, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 15 to 16 of this circular (i.e. a total of 34,835,824 Shares on the basis that no further Shares are issued or bought back between the period from the Latest Practicable Date and the Annual General Meeting).

The Directors will evaluate the trading price of the Shares from time to time and may exercise the Share Buy-Back Mandate when they consider that the Shares are trading at a level which does not reflect the underlying value of the Company.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 11 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 16 to 17 of this circular (i.e. a total of 69,671,648 Shares on the basis that no further Shares are issued or bought back between the period from the Latest Practicable Date and the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

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LETTER FROM THE BOARD

5. PROPOSED GRANTING OF ANNUAL MANDATE TO ISSUE SHARES UNDER THE RESTRICTED SHARE UNIT SCHEME

The Company adopted a long term incentive plan (the “ LTIP ”) in October 2012 to aid the Group in recruiting and retaining selected employees, directors and consultants and to motivate them to exert their best efforts on behalf of the Company and its subsidiaries through granting of awards. The LTIP is an omnibus plan and contemplates the possibility of the establishment of further sub-plans (“ Sub-Plans ”). Any Sub-Plans shall be separate and independent from the LTIP, but the limit on the total number of Shares authorised to be issued under the LTIP applies in the aggregate to the LTIP and any Sub-Plans (without prejudice to any limits applicable to those Sub-Plans). With effect from the Company’s listing on 8 October 2015, no further options will be offered or granted pursuant to the LTIP, except pursuant to Sub-Plans established under the LTIP.

Pursuant to a written resolution passed by the Shareholders dated 21 September 2015, the Company adopted the RSU Scheme and share option scheme (the “ Share Option Scheme ”) pursuant to the LTIP and pursuant to a written board resolution passed by the Directors dated 12 March 2020, the Company adopted the PSU Scheme pursuant to the LTIP, in each case, to attract skilled and experienced personnel, to incentivize them to remain with the Group and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

As with the approval granted by Shareholders in 2020 for the annual mandate to issue Shares under the RSU Scheme, the Company is seeking the approval of Shareholders for the RSU Annual Mandate to issue Shares under the RSU Scheme as described below. Notwithstanding that such awards of RSUs will be made pursuant to the existing RSU Scheme and within the scheme mandate limit, the rules of the RSU Scheme require Shareholders’ approval to be obtained for the allotment and issue of Shares as and when RSUs vest. No such annual approval is required for the allotment and issue of Shares as and when options are exercised under the Listing Rules and the Share Option Scheme or the LTIP, and no such annual approval is required for the vesting of PSUs under the PSU Scheme which are satisfied by on-market purchases made by the PSU Scheme administrator.

Under the RSU Scheme, the scheme mandate limit (being the maximum number of Shares that may underlie the RSUs granted pursuant to the RSU Scheme and any other equity-based incentive awards granted under any other equity-based incentive schemes of the Company, including the Share Option Scheme, the LTIP and the PSU Scheme) is 35,532,500 Shares. An approval has been obtained from the Listing Committee of the Stock Exchange for the listing of and permission to deal in any new Shares so issued.

At the annual general meeting of the Company held on 11 June 2020, an ordinary resolution was passed to fix the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme at 21,116,344 Shares and to authorize the Directors to allot, issue and deal with Shares underlying the RSUs to be granted pursuant to the RSU Scheme. Since the annual general meeting of the Company held on 11 June 2020, the Company has granted a total of 1,239,485 RSUs pursuant to the RSU Scheme, and a total of 253,815 PSUs and potentially 190,361 additional PSUs (being the maximum additional number of PSUs which may be granted when the Average Annual EBITDA Growth reaches 20% or more) pursuant to the PSU Scheme. Accordingly, as at the Latest Practicable Date, the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme is 19,432,683 Shares.

Since the annual general meeting of the Company held on 11 June 2020 and up to the Latest Practicable Date, 454,166 options have lapsed or been settled by cash payment, 20,294 PSUs have been cancelled or settled by cash payment, and 176,943 RSUs have been cancelled or settled by cash payment.

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LETTER FROM THE BOARD

If RSUs are granted pursuant to the RSU Scheme, PSUs are granted pursuant to the PSU Scheme or options are granted under the Share Option Scheme or any other Sub-Plan to be established under the LTIP in future (if any), the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme will be reduced accordingly. In addition, depending on the fulfillment of the performance target in relation to the PSUs granted, if the potential 190,361 additional PSUs are not fully granted, the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme will be adjusted accordingly.

In accordance with the rules of the RSU Scheme, it will be proposed at the Annual General Meeting an ordinary resolution granting to the Board an annual mandate (i) specifying the maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme; and (ii) empowering the Board to allot, issue and deal with Shares underlying the RSUs to be granted pursuant to the RSU Scheme, during the period between the Annual General Meeting and the next annual general meeting of the Company or any earlier date as referred to in the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 17 to 18 of this circular.

The Company has appointed Computershare Hong Kong Trustees Limited as the trustee for the RSU Scheme and PSU Scheme, which is a third party independent of the Company. As at the Latest Practicable Date, for the purpose of administering the RSU Scheme and PSU Scheme, Computershare Hong Kong Trustees Limited held 594,191 Shares, representing approximately 0.17% of the total number of issued Shares. Computershare Hong Kong Trustees Limited is required under the trust deed relating to the RSU Scheme and PSU Scheme to abstain from exercising the voting rights in respect of any Shares held by it under trust.

Any directors and employees of the Group who are eligible to participate in the RSU Scheme and who hold Shares, as well as the trustee engaged by the Company who holds Shares for the purpose of administering the RSU Scheme, the PSU Scheme, the Share Option Scheme and the LTIP, should abstain from voting on the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting. Accordingly, the Executive Directors, namely, Edwin Tan, Jim Athanasopoulos and Mei-Hui (Jessie) Chou, the Non-executive Director, namely, Jiande Chen, and the Independent Non-executive Directors, namely, John Davison, Yue-Sai Kan, Dawn Taubin and Peter Loehr, our employees who participate in the RSU Scheme and hold Shares, as well as Computershare Hong Kong Trustees Limited as RSU Scheme administrator and PSU Scheme administrator (if it holds any Shares as at the date of the Annual General Meeting), shall abstain from voting on the relevant resolution.

Subject to the passing of the proposed resolution contained in item 8 of the notice of the Annual General Meeting approving the RSU Annual Mandate, the maximum number of new Shares which may be issued under RSU Scheme during the period between the Annual General Meeting and the next annual general meeting of the Company or any earlier date as referred to in the proposed resolution will be 19,432,683 Shares, subject to adjustment for further grant of options or RSUs prior to the date of the Annual General Meeting.

The Company will in future, but does not currently plan to before the Annual General Meeting, grant further options, PSUs and/or RSUs to the Directors as part of the regular remuneration package provided under the letters of appointment of such directors. In the event that further options, PSUs or RSUs are granted between the date of this circular and the Annual General Meeting, the Company will publish an announcement on the websites of the Company and the Stock Exchange specifying the adjusted maximum number of new Shares that may underlie the RSUs to be granted pursuant to the RSU Scheme.

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LETTER FROM THE BOARD

6. PROPOSED PAYMENT OF FINAL DIVIDEND

The Board proposes the declaration and payment of a final dividend of US$0.02 per Share (equivalent to approximately HK$0.155 per Share) for the year ended 31 December 2020. As at the Latest Practicable Date, the Company has 348,358,243 issued Shares. Based on the number of issued Shares as at the Latest Practicable Date, the final dividend, if declared and paid, will amount to an aggregate amount of approximately US$6.97 million.

The Company has received an indication from IMAX Corporation, the Company’s controlling Shareholder, that it intends to direct IMAX (Barbados) Holding, Inc., its wholly-owned subsidiary, to vote in favour of the resolution to declare a final dividend.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.imax.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 7:00 a.m. on 4 May 2021, (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

8. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors and granting of the Share Buy-back Mandate and the Issuance Mandate and the RSU Annual Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board IMAX China Holding, Inc. Yifan (Yvonne) He Joint Company Secretary

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. John Davison

Mr. John Davison, aged 62, has been an Independent Non-executive Director of the Company since 21 September 2015. He is responsible for giving independent strategic advice and guidance to the Group. Mr. Davison is the President and Chief Executive Officer of Four Seasons Holdings Inc., the luxury hotel and resort management company, where he has held that position since May 2019, and oversees all aspects of the company’s global portfolio of hotels, resorts and branded residences and is responsible for advancing Four Seasons position as the world’s leading luxury hospitality company. Prior to his current role, Mr. Davison served as the Chief Financial Officer, Executive Vice President and also Senior Vice President, Project Financing, of Four Seasons Holdings Inc. Prior to joining Four Seasons Holdings Inc., Mr. Davison spent four years as a member of the Audit and Business Investigations Practice at KPMG in Toronto from 1983 to 1987, followed by 14 years at IMAX Corporation from 1987 to 2001, ultimately holding the position of President, Chief Operating Officer and Chief Financial Officer. Mr. Davison has been a member of the board of directors of Canada Goose Holdings Inc. (NYSE and TSX: GOOS) since May 2017. Mr. Davison has been a Chartered Accountant since September 1986 and is a member of the Institute of Chartered Accountants of Ontario. Mr. Davison has also been a Chartered Business Valuator since August 1988 and is a member of the Canadian Institute of Chartered Business Valuators. He graduated from the University of Toronto, Canada, Victoria College, with a bachelor’s degree in Commerce in November 1983.

Save as disclosed herein, Mr. Davison has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any Director, senior management and substantial Shareholder of the Company.

Mr. Davison has entered into a letter of appointment with the Company in respect of his appointment as an Independent Non-executive Director with a term of approximately three years commencing from 3 May 2018 until the conclusion of the annual general meeting of the Company approving the annual report for the year ended 31 December 2020, and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Mr. Davison is entitled to receive an annual fee of US$50,000 and an additional fee of US$10,000 per annum for membership (as applicable) of each of the board committees of the Company and a further fee of US$5,000 per annum for being the chairman of any one of those board committees. He is also entitled to receive a discretionary award of RSUs in respect of Shares having a value at grant of up to US$100,000 per annum. The above emoluments of Mr. Davison have been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Davison had interest of 188,373 Shares in the Company within the meaning of Part XV of the SFO.

Save for the information disclosed above, there is no information which is discloseable nor is Mr. Davison involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Davison that need to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(2) Ms. Megan Colligan

Ms. Megan Colligan, aged 48, was appointed as a Non-executive Director of the Company on 26 February 2019. She is responsible for giving strategic advice and guidance on the business and operations of the Group. Ms. Colligan joined IMAX Corporation in February 2019 as Executive Vice President, IMAX Corporation, and President, IMAX Entertainment, a business division of IMAX Corporation. Prior to that, Ms. Colligan served in executive roles at Paramount Pictures from 2006 to 2017, most recently as Worldwide President of Marketing and Distribution. Prior to that, Ms. Colligan served as Vice President at Fox Searchlight from 2002 to 2006, a media strategist at Fenton Communication, Publicity Director for Brill Media Holdings and Media Central, and also a publicist at Miramax Films. Before her career in the film industry, Ms. Colligan was an investment banking analyst at PaineWebber in municipal finance. Ms. Colligan graduated from Harvard University with a Bachelor of Arts in American history and African American studies. She is a member of the US Academy of Motion Picture Arts and Sciences and currently serves on the public relations executive committee and the “Future of Film” sub-committee. Ms. Colligan was the winner of the 2013 Sherry Lansing Award from Big Brothers and Big Sisters of Greater Los Angeles. She has served on this organization’s Board since receiving the honor. She also chairs the marketing committee, co-chairs the sub-committee for Women in Entertainment and the scholarship committee, and serves on the executive committee and fund development committee, of Big Brothers and Big Sisters of Greater Los Angeles.

Save as disclosed herein, Ms. Colligan has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any Director, senior management and substantial Shareholder of the Company.

Ms. Colligan has entered into a letter of appointment with the Company in respect of her appointment as a Non-executive Director with a term of approximately two and a half years commencing from 26 February 2019 until the conclusion of the annual general meeting of the Company approving the annual report for the year ended 31 December 2020, and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Ms. Colligan is not entitled to any fees or other remuneration from the Company for her services as a Non-executive Director.

As at the Latest Practicable Date, Ms. Colligan does not have any interest in the Shares or underlying Shares of the Company, and she was interested in 403,499 common shares of IMAX Corporation, the controlling Shareholder of the Company, in each case, within the meaning of Part XV of the SFO.

Save for the information disclosed above, there is no information which is discloseable nor is Ms. Colligan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Colligan that need to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(3) Ms. Mei-Hui (Jessie) Chou

Ms. Mei-Hui (Jessie) Chou, aged 51, has been an Executive Director of the Company since 27 May 2015. She is responsible for the overall marketing direction and business operations of the Group. Ms. Chou assumed the role of Chief Marketing Officer effective May 2015, and served as the Senior Vice President, Theatre Marketing & Operations of the Group since 2012. Ms. Chou served as Head of Human Resources from May 2015 to February 2019. Ms. Chou joined IMAX Corporation in 2006. Prior to her current role, Ms. Chou served as Vice President, Theatre Marketing & Operations. Over the past thirteen years, Ms. Chou has planned and implemented more than 600 new IMAX theatres in Greater China, Japan, South Korea, Thailand, Malaysia, Singapore, India and the Philippines. Prior to joining the Company, Ms. Chou served as the General Manager of Cinema Operations for Warner Village Cinemas Co., Ltd (a joint venture between Warner Bros. & Village Roadshow Cinemas, currently Vieshow Cinemas), Taiwan, from 1997 to 2005, where she oversaw the building and operations of the first international cineplexes in nine sites across the island. Prior to the cinema industry, Ms. Chou worked with various international branded hotels, including the InterContinental Hotels Group in 1997 and Shangri-La Hotels and Resorts from 1995 to 1997. Ms. Chou was awarded an EMBA with an Honors Thesis from the National Taiwan University in June 2006. Between 1991 and 1994, she studied hotel management and received a Diploma with Merit from Les Roches Hotel Management School, Switzerland in June 1994. She obtained a bachelor’s degree in Foreign Language and Literature from the National Tsing Hua University, Taiwan in June 1991.

Save as disclosed herein, Ms. Chou has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have any relationship with any Director, senior management and substantial Shareholder of the Company.

Ms. Chou has entered into a letter of appointment with the Company in respect of her appointment as an Executive Director with a term of approximately three years commencing from 3 May 2018 until the conclusion of the annual general meeting of the Company approving the annual report for the year ended 31 December 2020, and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Ms. Chou receives an annual salary of approximately US$355,000, an allowance of approximately US$175,000 per annum, payments in lieu of continued pension contributions of nil per annum, as well as award of RSUs and share options and discretionary bonus. The above emoluments of Ms. Chou have been determined with reference to her role and duties, performance and responsibilities as well as the prevailing market conditions.

As at the Latest Practicable Date, Ms. Chou had interest of 146,167 Shares, 1,056,342 share options, 257,250 RSUs and 113,029 PSUs (including additional 25,368 PSUs), granted by the Company under the LTIP, Share Option Scheme, RSU Scheme and PSU Scheme, respectively, within the meaning of Part XV of the SFO.

Save for the information disclosed above, there is no information which is discloseable nor is Ms. Chou involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Chou that need to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(4) Mr. Edwin Yang Phong Tan

Mr. Edwin Yang Phong Tan, aged 52, has been an Executive Director of the Company since 29 January 2021 and the Chief Executive Officer of the Group since 9 December 2019. He is responsible for the day-to-day management of the business and operations of the Company and the development and execution of strategies to enable the Company to extend its leadership position and involvement in the continuing development in Greater China. Prior to joining the Company, Mr. Tan was the Chief Executive Officer of Messe Muenchen China and South East Asia from March 2017 to July 2019. He led the strategic planning and growth agenda including successfully completing the first ever acquisition for the company in China. Mr. Tan was the President of Wanda Studios Qingdao from 2016 to 2017. Prior to that, Mr. Tan spent 7 years with Reed Exhibitions Greater China in various roles, including acting as the Chief Operating Officer from 2014 to 2015, the Senior Vice President of Commercial, Strategy and New Business from 2012 to 2014, the Vice President of North China and Business Development, the Managing Director of Reed Huayin (RHY) and Managing Director of Reed Huaqun (RHQ) from 2009 to 2011, and Regional Director of Business Development & Planning APAC from 2007 to 2008. Mr. Tan was a Managing Director at Sirivatana International from 2005 to 2007. Mr. Tan also worked in various roles in SNP Corporation from 1996 to 2005. Mr. Tan graduated from Murdoch University with a Bachelor of Economics in 1992, and graduated from The University of Hull, majoring in Business Administration and Management, in 1997.

Save as disclosed herein, Mr. Tan has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor taken up any other position in any group companies of the Company and does not have any relationship with any Director, senior management and substantial or controlling Shareholders of the Company.

Mr. Tan has entered into a letter of appointment with the Company in respect of his appointment as an Executive Director with a term of approximately forty-two months commencing from 29 January 2021 until the conclusion of the annual general meeting of the Company to receive the Company’s audited consolidated financial statements for the year ended 31 December 2023, and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Mr. Tan receives an annual salary of approximately RMB3,600,000, an allowance of approximately US$142,000 per annum, payments in lieu of continued pension contributions of nil per annum and is entitled to a discretionary bonus and is eligible to participate in the Company’s RSU Scheme, Share Option Scheme, and/or PSU Scheme. The above emoluments of Mr. Tan have been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Tan had interest of 123,947 Shares, 568,201 RSUs and 306,782 PSUs (including additional 131,378 PSUs), granted by the Company under the LTIP, RSU Scheme and PSU Scheme within the meaning of Part XV of the SFO.

Save for the information disclosed above, there is no information which is discloseable nor is Mr. Tan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Tan that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 348,358,243 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back between the period from the Latest Practicable Date and the Annual General Meeting, i.e. being 348,358,243 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 34,835,824 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole.

Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders. The Directors are seeking the grant of the Share Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF BUY-BACK

The company may only apply funds legally available for share buy-back in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

A listed company may not buy back its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Any purchase by the Company may be made out of the profits of the Company or out of a fresh issue of Shares made for the purpose of the purchase or, subject to the Cayman Companies Law, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Cayman Companies Law, out of capital.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

4. IMPACT OF SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:

Month	Highest	Lowest
	HK$	HK$
April 2020	12.46	10.60
May 2020	12.76	10.12
June 2020	13.60	10.20
July 2020	15.40	10.84
August 2020	13.26	11.34
September 2020	12.90	11.54
October 2020	13.28	11.86
November 2020	14.36	12.32
December 2020	14.00	12.02
January 2021	13.70	12.28
February 2021	26.30	12.50
March 2021_(up to the Latest Practicable Date)_	17.88	14.50

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

7. TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, IMAX Corporation, the controlling Shareholder of the Company (as defined in the Listing Rules) was interested in 243,262,600 Shares representing approximately 69.83% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the aggregate shareholding of IMAX Corporation would be increased to approximately 77.59% of the issued share capital of the Company and the number of Shares held by the public would fall below 25% of the total issued share capital of the Company then in issue.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. BUY-BACK OF SHARES MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [171 x 36] intentionally omitted <==

IMAX CHINA HOLDING, INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1970)

Notice is hereby given that the Annual General Meeting of IMAX China Holding, Inc. (the “ Company ”) will be held at Meeting Room 4, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China on 6 May 2021 at 7:00 a.m. (Hong Kong time) for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020.

2. To declare a final dividend of US$0.02 per Share (equivalent to approximately HK$0.155 per Share) for the year ended 31 December 2020.

3. (a) To re-elect Mr. John Davison as an Independent Non-executive Director of the Company.

4. (b) To re-elect Ms. Megan Colligan as a Non-executive Director of the Company.

5. (c) To re-elect Ms. Mei-Hui (Jessie) Chou as an Executive Director of the Company.

6. (d) To re-elect Mr. Edwin Yang Phong Tan as an Executive Director of the Company.

7. (e) To authorize the board of directors to fix the respective directors’ remuneration.

8. To re-appoint PricewaterhouseCoopers as auditors and to authorize the board of directors to fix their remuneration.

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares on The Stock Exchange of Hong Kong Limited in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options which might require the exercise of such powers, in each case during the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

• (b) the mandate in paragraph (a) above shall authorize the directors to, during the Relevant Period, make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) the maximum number of new shares that may underlie the restricted share units (“ RSUs ”) to be granted pursuant to the RSU scheme adopted by the Company on 21 September 2015 (the “ RSU Scheme ”) during the period from the date of the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the end of the period within which the Company is required by any applicable laws or the articles of association of the Company to hold its next annual general meeting; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the variation or revocation by an ordinary resolution of the shareholders in general meeting (the “ Applicable Period ”),

shall be 19,432,683, subject to adjustment for further grant of options, performance-based restricted share units or RSUs prior to the date of the annual general meeting; and

• (b) the board of directors shall have the power to allot, issue and deal with shares underlying the RSUs to be granted pursuant to the RSU Scheme during the Applicable Period as and when the RSUs vest.”

By Order of the Board IMAX China Holding, Inc. Yifan (Yvonne) He Joint Company Secretary

Hong Kong, 30 March 2021

Notes :

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 7:00 a.m. on 4 May 2021 (Hong Kong time)) or the adjourned meeting (as the case may be) Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining shareholders’ eligibility to attend and vote at the above meeting and entitlement to the final dividend, the register of members of the Company will be closed as set out below:

5. (i) for determining shareholders’ eligibility to attend and vote at the above meeting:

Latest time to lodge transfer documents At 4:30 p.m. on 29 April 2021 for registration with the Company’s Hong Kong share registrar Closure of register of members 30 April 2021 to 6 May 2021 (both dates inclusive) Record Date 6 May 2021

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) for determining shareholders’ entitlement to the final dividend:

Latest time to lodge transfer documents At 4:30 p.m. on 14 May 2021 for registration with the Company’s Hong Kong share registrar Closure of register of members 17 May 2021 to 20 May 2021 (both dates inclusive) Record Date 20 May 2021

During the above closure periods, no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting and to qualify for the final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than the applicable latest time aforementioned.

1. A circular containing further details concerning the resolutions set out in item 3, 5, 6, 7 and 8 set out in the above notice will be sent to all shareholders of the Company.

2. References to time and dates in this notice are to Hong Kong time and dates.

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