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)

IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO. FSD 239 of 2023 (DDJ) IN THE MATTER OF SECTION 86 OF THE COMPANIES ACT (2023 REVISION) AND IN THE MATTER OF ORDER 102 OF THE GRAND COURT RULES 1995 (AS REVISED) AND IN THE MATTER OF IMAX CHINA HOLDING, INC. PINK FORM OF PROXY FOR USE AT THE COURT MEETING CONVENED AT THE DIRECTION OF THE GRAND COURT TO BE HELD ON TUESDAY, 10 OCTOBER 2023 AT 7:00 A.M. HONG KONG TIME (HONG KONG TIME) (OR AT ANY ADJOURNMENT THEREOF)

	PdI/obAoto2amthb	INK form of proxy for use at the court meeting (or at any adjournment thereof) (the “Court Meeting”) of the Scheme Shareholders (as defined in the scheme documentated 15 September 2023 (the “Scheme Document”)) of US$0.0001 each in the share capital of IMAX China Holding, Inc. (the “Company”).We (note a)feing the registered holder(s) of(note b) shares of US$0.0001 each of the Company, HEREBYPPOINT THE CHAIRMAN OF THE COURT MEETING orf act as my/our proxy (note c) at the Court Meeting convened at the direction of the Grand Court of the Cayman Islands to be held at 7:00 a.m. on Tuesday, 10 October023 (Hong Kong time) at Board Meeting Room, 5F, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China (or anydjournment thereof) for the purpose of considering and, if thought fit, voting for me/us and in my/our name(s) in respect of a scheme of arrangement (with or withoutodifications) (the “Scheme”) proposed to be made between the Company and the Scheme Shareholders as referred to in the notice dated 15 September 2023 conveninge Court Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution(s) that may properly comeefore the Court Meeting (or any adjournment thereof).FOR the Scheme (notes d and h)AGAINST the Scheme (notes d and h)ated theday of2023hareholder’s signature:(note e)ontact Phone Number:	INK form of proxy for use at the court meeting (or at any adjournment thereof) (the “Court Meeting”) of the Scheme Shareholders (as defined in the scheme documentated 15 September 2023 (the “Scheme Document”)) of US$0.0001 each in the share capital of IMAX China Holding, Inc. (the “Company”).We (note a)feing the registered holder(s) of(note b) shares of US$0.0001 each of the Company, HEREBYPPOINT THE CHAIRMAN OF THE COURT MEETING orf act as my/our proxy (note c) at the Court Meeting convened at the direction of the Grand Court of the Cayman Islands to be held at 7:00 a.m. on Tuesday, 10 October023 (Hong Kong time) at Board Meeting Room, 5F, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China (or anydjournment thereof) for the purpose of considering and, if thought fit, voting for me/us and in my/our name(s) in respect of a scheme of arrangement (with or withoutodifications) (the “Scheme”) proposed to be made between the Company and the Scheme Shareholders as referred to in the notice dated 15 September 2023 conveninge Court Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution(s) that may properly comeefore the Court Meeting (or any adjournment thereof).FOR the Scheme (notes d and h)AGAINST the Scheme (notes d and h)ated theday of2023hareholder’s signature:(note e)ontact Phone Number:	INK form of proxy for use at the court meeting (or at any adjournment thereof) (the “Court Meeting”) of the Scheme Shareholders (as defined in the scheme documentated 15 September 2023 (the “Scheme Document”)) of US$0.0001 each in the share capital of IMAX China Holding, Inc. (the “Company”).We (note a)feing the registered holder(s) of(note b) shares of US$0.0001 each of the Company, HEREBYPPOINT THE CHAIRMAN OF THE COURT MEETING orf act as my/our proxy (note c) at the Court Meeting convened at the direction of the Grand Court of the Cayman Islands to be held at 7:00 a.m. on Tuesday, 10 October023 (Hong Kong time) at Board Meeting Room, 5F, Shanghai Marriott Hotel City Centre, 555 Xi Zang (Middle) Road, Huangpu District, Shanghai, China (or anydjournment thereof) for the purpose of considering and, if thought fit, voting for me/us and in my/our name(s) in respect of a scheme of arrangement (with or withoutodifications) (the “Scheme”) proposed to be made between the Company and the Scheme Shareholders as referred to in the notice dated 15 September 2023 conveninge Court Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution(s) that may properly comeefore the Court Meeting (or any adjournment thereof).FOR the Scheme (notes d and h)AGAINST the Scheme (notes d and h)ated theday of2023hareholder’s signature:(note e)ontact Phone Number:
				FOR the Scheme
	DSC	ated thehareholdontact P		day of
			er’s signature:hone 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 total number of shares 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).

(b)	Please insert the total number of shares 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 sharesin the capital of the Company registered in your name(s).
(c)	If any proxy other than the chairman of the Court Meeting is preferred, strike out the words “THE CHAIRMAN OF THE COURT MEETING or” and insert the name and address of the proxy
	desired in the space provided. If no name is inserted, the chairman of the Court Meeting will act as your proxy. Your proxy need not be a member of the Company, but must attend the Court
	Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
(d)	IMPORTANT: IF YOU WISH TO VOTE FOR THE SCHEME, PLEASE TICK (“�”) THE BOX MARKED “FOR the Scheme”. IF YOU WISH TO VOTE AGAINST THE SCHEME,
	PLEASE TICK (“�”) THE BOX MARKED “AGAINST the Scheme”. It is requested that you vote all of the shares registered in your name(s) either FOR the Scheme or AGAINST the
	Scheme and not to vote some of the shares registered in your name(s) FOR the Scheme and some of the shares registered in your name(s) AGAINST the Scheme. Failure to complete either
	box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any other resolution or motion properly
	put to the Court Meeting (or any adjournment thereof).
(e)	This form of proxy must be signed by you or your attorney authorised in writing or, in the case of a corporation, under its common seal or under the hand of an officer, attorney or other person
	duly authorised.
(f)	To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, should 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 Court Meeting (i.e. 7:00 a.m. on Sunday, 8 October 2023 (Hong Kong time)) or any adjournment thereof. However, if
	this form of proxy is not so lodged, it may be handed to the chairman of the Court Meeting at the Court Meeting who will have absolute discretion on whether or not to accept it. Completion
	and delivery of this form of proxy will not preclude you from attending and voting at the Court Meeting in person if you so wish, but in the event you attend and vote at the Court Meeting
	after having lodged this form of proxy, this form of proxy will be revoked by operation of law.
(g)	Where there are joint registered holders of any share, any one of such joint holders may vote at the Court Meeting, either in person or by proxy, in respect of such share as if he/she were
	solely entitled thereto, but if more than one of such joint holders are present at the Court Meeting, 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 of the
	Company in respect of the joint holding.
(h)	The full text of the Scheme and a copy of an explanatory memorandum explaining the effect of the Scheme appears in the Scheme Document.
(i)	References to time and dates in this instrument are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe Courtand yourMeetingproxy’sof the(or Companyproxies’) name(s)(the “ Purposes and address(es)”). We/theis Companyon a voluntarymay transferbasis foryourthe purposeand yourofproxy’sprocessing(or proxies’)your requestname(s)for theandappointmentaddress(es)oftoaourproxyagent,(or contractor,proxies) andoryourthirdvotingparty service 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.