IMAX China Holding, Inc. — Proxy Solicitation & Information Statement 2023

Sep 14, 2023

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IMAX CHINA HOLDING, INC.

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1970)

WHITE FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 10 OCTOBER 2023 AT 7:30 A.M. HONG KONG TIME (OR, IF LATER, AS SOON THEREAFTER AS THE COURT MEETING SHALL HAVE BEEN CONCLUDED OR ADJOURNED) OR AT ANY ADJOURNMENT THEREOF

WHITE form of proxy for use at the extraordinary general meeting (or at any adjournment thereof) (the “ EGM ”) of the holders of ordinary shares of US$0.0001 each in the share capital of IMAX China Holding, Inc. (the “ Company ”).

I/We (note a)

of

being the registered holder(s) of (note b) shares of US$0.0001 each of the Company,

HEREBY APPOINT THE CHAIRMAN OF THE EGM or

of

to act as my/our proxy (note c) at the EGM of the Company to be held at 7:30 a.m. on Tuesday, 10 October 2023 (Hong Kong time) at Board Meeting Room, 5F, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China (or, if later, immediately after the conclusion or adjournment of the Court Meeting convened for the same day and place) or at any adjournment thereof for the purpose of considering and, if thought fit, voting for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated (note d) , and, if no such indication is given, as my/our proxy thinks fit.

		SPECIAL RESOLUTION		FOR	FOR	AGAINST	AGAINST
	1	“THAT, (i) for the purpose of giving effect to the scheme of arrangement between the Company and the Scheme
		Shareholders (as defined in the Scheme Document) (the “Scheme”) as set out in the composite scheme document dated
		15 September 2023 (the “Scheme Document”) and subject to the approval of the Scheme by the Scheme Shareholders
		at the Court Meeting (as defined in the Scheme Document), on the Effective Date (as defined in the Scheme Document),
		any reduction of the share capital of the Company as a result of the cancellation and extinguishment of the Scheme
		Shares (as defined in the Scheme Document), and (ii) contemporaneously with (i) above, the issuance to the Offeror
		(as defined in the Scheme Document) of such number of new Shares (as defined in the Scheme Document) as is equal
		to the number of Scheme Shares cancelled and the application of the reserve created as	a result of the aforesaid
		cancellation of the Scheme Shares to pay up in full at par such new Shares, be and is hereby approved.”
		ORDINARY RESOLUTION		FOR		AGAINST
	2	“THAT any one of the directors of the Company be and are hereby authorised to do all such acts and things considered
		by them to be necessary or desirable in connection with the implementation of the Scheme, including (without
		limitation) (i) the making of an application to the Stock Exchange (as defined in the Scheme Document)		for the
		withdrawal of the listing of the Shares from the Stock Exchange, subject to the Scheme taking effect; (ii) any reduction
		of the issued share capital of the Company; (iii) the allotment and issue of the Shares referred to above; and (iv) the
		giving, on behalf of the Company, of consent to any modification of, or addition to, the Scheme, which the Grand Court
		(as defined in the Scheme Document) may see fit to impose and to do all other acts and things and/or sign such
		documents considered by them to be necessary for or desirable in connection with the implementation of the Scheme
		and in relation to the proposed privatisation of the Company by the Offeror by way of the	Scheme as a whole.”
	Dated the	day of2023
	Shareholder’s signature:(notes e, f, g, h and i)
	Contact Phone Number:

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

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

• (c) Any member entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting of the Company. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the EGM as your proxy, please delete the words “THE CHAIRMAN OF THE EGM or” and insert the name and address of the person appointed as proxy in the space provided.

• (d) If you wish to vote for the resolutions set out above, please tick (“�”) the box marked “For”. If you wish to vote against the resolutions, please tick (“�”) the box marked “Against”. If the form returned is duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of such resolutions. A proxy will also be entitled to vote or abstain at his/her discretion on any other resolution or motion properly put to the EGM for which you have not indicated a vote.

• (e) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the EGM, the vote of the senior holder 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 of members in respect of the joint holding. Several executors or administrators of a deceased member of the Company in whose name any share stands shall be deemed joint holders thereof.

• (f) The form of proxy must be signed in writing under the hand of the appointor or of his/her 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. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the facts.

• (g) To be valid, this form of proxy together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of that power 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 as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM (i.e. 7:30 a.m. on Sunday, 8 October 2023 (Hong Kong time)) or any adjournment thereof.

• (h) Any alteration made to this form of proxy should be initialled by the person who signed this form of proxy. (i) Delivery of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked by operation of law.

• (j) References to time and dates in this instrument are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe EGMand yourof theproxy’sCompany(or proxies’)(the “ Purposes name(s)”).andWe/theaddress(es)Companyis onmaya voluntarytransfer yourbasisandfor theyourpurposeproxy’sof(orprocessingproxies’)yourname(s)requestandforaddress(es)the appointmentto our agent,of a proxycontractor,(or proxies)or thirdandpartyyourservicevoting provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data may be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company.