IMAX CHINA HOLDING, INC. IMAX CHINA HOLDING, INC. GLOBAL OFFERING Incorporated in the Cayman Islands with limited liability Stock code : 1970 Sole Global Coordinator and Sole Sponsor Joint Bookrunners imax_cover_Final_AW.indd 1 22/9/2015 下午2:51 IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. IMAX CHINA HOLDING, INC. (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 62,000,000 Shares (comprising 17,825,000 New under the Global Offering Shares and 44,175,000 Sale Shares and subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 6,200,000 New Shares (subject to reallocation) Number of International Offer Shares : 55,800,000 Shares (comprising 11,625,000 New Shares and 44,175,000 Sale Shares and subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$34.50 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0001 per Share Stock Code : 1970 Sole Global Coordinator and Sole Sponsor Joint Bookrunners Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VII—Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection”, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Sole Global Coordinator (on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or about Wednesday, 30 September 2015 and, in any event, not later than Wednesday, 7 October 2015. The Offer Price will not be more than HK$34.50 per Offer Share and is expected to be not less than HK$29.80 per Offer Share, unless otherwise announced. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered (a) in the United States solely to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (b) outside the United States in offshore transactions in reliance on Regulation S. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in “Risk Factors”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Global Coordinator (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting”. 24 September 2015 IMPORTANT The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE and YELLOW Application Forms without them being accompanied by a printed prospectus. The contents of the printed prospectus are identical to the electronic version of the prospectus which can be accessed and downloaded from the websites of the Company at www.imax.cn and the Stock Exchange at www.hkexnews.hk under the “HKExnews > Listed Company Information > Latest Listed Company Information” section, respectively. Anyone may obtain a copy of the printed prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Thursday, 24 September 2015 until 12:00 noon on Wednesday, 30 September 2015 at the following locations: 1. any of the following branches of the receiving bank for the Hong Kong Public Offering: (a) Bank of China (Hong Kong) Limited, at Branch Name Address Hong Kong Island Bank of China Tower Branch 3/F, 1 Garden Road Connaught Road Central Branch 13-14 Connaught Road Central 409 Hennessy Road Branch 409-415 Hennessy Road, Wan Chai Chai Wan Branch Block B, Walton Estate, 341-343 Chai Wan Road, Chai Wan Kowloon Mong Kok Branch 589 Nathan Road, Mong Kok Tsim Sha Tsui East Branch Shop 3, LG/F, Hilton Towers, 96 Granville Road, Tsim Sha Tsui East, Kowloon Hoi Yuen Road Branch 55 Hoi Yuen Road, Kwun Tong Tseung Kwan O Plaza Branch Shop 112-125, Level 1, Tseung Kwan O Plaza, Tseung Kwan O New Territories Sheung Shui Branch Securities 136 San Fung Avenue, Sheung Shui Services Centre Castle Peak Road (Yuen Long) 162 Castle Peak Road, Yuen Long Branch 2. any of the following addresses of: (a) Morgan Stanley Asia Limited, at Level 46, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong; (b) Goldman Sachs (Asia) L.L.C., at 68/F Cheung Kong Center, 2 Queen’s Road Central, Hong Kong; and (c) China International Capital Corporation Hong Kong Securities Limited,at29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong; and 3. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong. During normal business hours from 9:00 a.m. on Thursday, 24 September 2015 until 12:00 noon on Wednesday, 30 September 2015, at least three copies of the printed prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out in “How to Apply for Hong Kong Offer Shares” in this prospectus. —i— EXPECTED TIMETABLE(1) Hong Kong Public Offering commences and WHITE and YELLOW 9:00 a.m. on Thursday, Application Forms available from ................................ 24 September 2015 Latest time for completing electronic applications under the White Form 11:30 a.m. on Wednesday, eIPO service through the designated website at www.eipo.com.hk(2) ..... 30 September 2015 11:45 a.m. on Wednesday, Application lists open(3) ........................................... 30 September 2015 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) completing payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (c) giving 12:00 noon on Wednesday, electronic application instructions to HKSCC ..................... 30 September 2015 12:00 noon on Wednesday, Application lists close(3) .......................................... 30 September 2015 Expected Price Determination Date ................................. Wednesday, 30 September 2015 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ....... Wednesday, 7 October 2015 (2) Results of allocations in the Hong Kong Public Offering to be available through a variety of channels as described in “How to Apply for Hong Kong Offer Shares—Publication of Results” from .................. Wednesday, 7 October 2015 (3) Announcement containing (1) and (2) above to be published on the websites of the Company and the Stock Exchange at www.imax.cn and www.hkexnews.hk from ..................................... Wednesday, 7 October 2015 Despatch of Share certificates and White Form e-Refund payment instructions/refund cheques on or before(4)(5) ........................ Wednesday, 7 October 2015 Dealings in the Shares on the Stock Exchange expected to commence on . Thursday, 8 October 2015 Notes: (1) All dates and times refer to Hong Kong dates and times. (2) You will not be permitted to submit your application under the White Form eIPO service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a “black” rainstorm warning signal or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, 30 September 2015, the application lists will not open and close on that day. See “How to Apply for Hong Kong Offer Shares” for further details. (4) The Share certificates will only become valid at 8:00 a.m. on the Listing Date, which is expected to be Thursday, 8 October 2015, provided that the Global Offering has become unconditional in all respects at or before that time. Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt of the Share certificates or prior to the Share certificates becoming valid do so entirely at their own risk.