Statistiques de base
| CIK | 1504796 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bona Film Group Limited
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 10, 2017 |
BONA / Bona Film Group Limited / SIG China Investments One, Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d—102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. 5)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 09777B107 (CUSIP Number |
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| April 18, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34990 Bona Film Group Limited (Exact name of registrant as specified in i |
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| April 13, 2016 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu With a copy to: 18/F, Tower A, U-town Office Building Fang Xue #1 San Feng Bei Li Gibson Dunn & Crutch |
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| April 12, 2016 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| April 11, 2016 |
BONA / Bona Film Group Limited / Uranus Connection Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Yao Sun 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road Chaoyang District Beijing People's Republic of Chi |
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| April 11, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BONA FILM GROUP LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) 09777B107** (CUSIP Number) SAIF Partners IV L.P. Suites 2516-2520 Two Pacific Place 88 Queensway Hong Kong +852-2918-2200 (Name, Address and Telephone Number of Perso |
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| April 8, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bona Film Group Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (state or other jurisdiction of ncorporation or Organization) (I.R.S. Employer Identification No.) 18/F, Tower A, U-town |
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| April 8, 2016 |
BONA FILM GROUP LIMITED ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION EX-99.1 2 v436469ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BONA FILM GROUP LIMITED ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION BEIJING, April 8, 2016 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced the completion of its merger (the “merger”) with Mountain Tiger Limited (“Merger Sub”), a |
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| April 8, 2016 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) 6-K 1 v4364696k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 April 8, 2016 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Addr |
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| April 8, 2016 |
BONA / Bona Film Group Limited / Bona Film Group Ltd - SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Bona Film Group Limited (Name of the Issuer) Bona Film Group Limited Mountain Tiger International Limited Mountain Tiger Limited Dong Yu Skillgreat Limited Vantage Global Holdings Ltd Fosun Internationa |
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| March 4, 2016 |
BONA FILM GROUP LIMITED ANNOUNCES SHAREHOLDERS VOTE TO APPROVE GOING PRIVATE TRANSACTION Exhibit 99.1 BONA FILM GROUP LIMITED ANNOUNCES SHAREHOLDERS VOTE TO APPROVE GOING PRIVATE TRANSACTION BEIJING, March 4, 2016 ? Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, announced today that, at an extraordinary general meeting held today, the Company?s shareholders voted in favor of the proposal to |
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| March 4, 2016 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 4, 2016 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executive of |
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| February 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* BONA FILM GROUP LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) 09777B107** (CUSIP Number) SAIF Partners IV L.P. Suites 2516-2520 Two Pacific Place 88 Queensway Hong Kong +852-2918-2200 (Name, Address and Telephone Number of Person Authorized to Re |
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| February 12, 2016 |
BONA / Bona Film Group Limited / SIG China Investments One, Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d—102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. 4)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 09777B107 (CUSIP Number |
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| February 1, 2016 |
BONA / Bona Film Group Limited / Bona Film Group Ltd - SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Bona Film Group Limited (Name of the Issuer) Bona Film Group Limited Mountain Tiger International Limited Mountain Tiger Limited Dong Yu Skillgreat Limited Vantage Global Holdings Ltd Fosun Internationa |
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| February 1, 2016 |
EX-99.(A)(1) 2 v429963ex99-a1.htm EXHIBIT 99.(A)(1) Exhibit (a)-(1) Bona Film Group Limited February 1, 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on March 4, 2016 at 10:00 a.m. (Be |
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| February 1, 2016 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) 6-K 1 v4302146k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 February 1, 2016 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (A |
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| February 1, 2016 |
BONA FILM GROUP LIMITED ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.1 BONA FILM GROUP LIMITED ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS BEIJING, February 1, 2016 ? Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it has called an extraordinary general meeting of shareholders (the ?EGM?), to be held at 10:00 a.m. Beijing Time on |
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| January 25, 2016 |
BONA FILM GROUP LIMITED ANNOUNCES US$100 MILLION TERM LOAN FACILITY AGREEMENT Exhibit 99.1 BONA FILM GROUP LIMITED ANNOUNCES US$100 MILLION TERM LOAN FACILITY AGREEMENT BEIJING, January 25, 2016 ?Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that on January 22, 2016, the Company entered into a US$100 million term loan facility agreement with an unrelated third par |
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| January 25, 2016 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) 6-K 1 v4295826k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 25, 2016 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (A |
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| January 22, 2016 |
EX-99.(A)(1) 2 v429373ex99-a1.htm EXHIBIT 99.(A)(1) Exhibit (a)-(1) Bona Film Group Limited , 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on , 2016 at (Beijing Time). The meeting wil |
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| January 22, 2016 |
BONA / Bona Film Group Limited / Bona Film Group Ltd - SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Bona Film Group Limited (Name of the Issuer) Bona Film Group Limited Mountain Tiger International Limited Mountain Tiger Limited Dong Yu Skillgreat Limited Vantage Global Holdings Ltd Fosun Internationa |
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| January 22, 2016 |
CORRESP 1 filename1.htm Solicitors and International Lawyers 12TH FLOOR GLOUCESTER TOWER | THE LANDMARK | 15 QUEEN’S ROAD CENTRAL | HONG KONG WWW.SHEARMAN.COM | Tel +852.2978.8000 | Fax +852.2978.8099 PARTNERS Matthew D. Bersani Nils Eliasson Alan Y.L. Yeung Sidharth Bhasin † Colin Law Brian G. Burke Kyungwon Lee Lorna Xin Chen Paul Strecker Peter C.M. Chen Paloma P. Wang REGISTERED FOREIGN LAWYER |
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| December 29, 2015 |
BONA / Bona Film Group Limited / Yu Dong - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu With a copy to: 18/F, Tower A, U-town Office Building Fang Xue #1 San Feng Bei Li Gibson Dunn & Crutch |
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| December 29, 2015 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 29, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executiv |
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| December 29, 2015 |
Bona Film Group Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting EX-99.1 2 v427965ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Bona Film Group Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting BEIJING – December 29, 2015 - Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that all measures were approved at its Annual General Meeting held in |
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| December 23, 2015 |
BONA / Bona Film Group Limited / Uranus Connection Ltd - FORM SC13D Activist Investment SC 13D 1 v427589sc13d.htm FORM SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Yao Sun 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road Chaoyang District Beijing Peopl |
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| December 23, 2015 |
EX-99.11 4 v427589ex99-11.htm EXHIBIT 99.11 Exhibit 99.11 LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Uranus Connection Limited, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands (inclu |
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| December 23, 2015 |
Exhibit 99.9 URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: [email protected] December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Comm |
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| December 23, 2015 |
EX-99.1 2 v427589ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendment |
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| December 22, 2015 |
Exhibit (d)-(9) Execution Version INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”), the Equity Investors (as defined below) and the Rollover Investors (as defined below). |
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| December 22, 2015 |
Exhibit (b)-(2) Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. |
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| December 22, 2015 |
Exhibit (d)-(2) Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A or, subject to Section 2. |
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| December 22, 2015 |
BONA / Bona Film Group Limited / Bona Film Group Ltd - SCHEDULE 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Bona Film Group Limited (Name of the Issuer) Bona Film Group Limited Mountain Tiger International Limited Mountain Tiger Limited Dong Yu Skillgreat Limited Vantage Global Holdings Ltd Fosun International Limited Orrick In |
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| December 22, 2015 |
Exhibit (d)-(5) Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Oriental Power Holdings Limited, a company with limited liability incorporated in Hong Kong (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). |
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| December 22, 2015 |
Exhibit (d)-(3) Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Uranus Connection Limited, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P. |
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| December 22, 2015 |
EX-99.(B)(3) 5 v427112ex99-b3.htm EXHIBIT 99.(B)(3) Exhibit (b)-(3) Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queen’s Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: [email protected] with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC At |
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| December 22, 2015 |
Exhibit (d)-(4) LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Alibaba Pictures Group Limited, a company with limited liability incorporated in Bermuda (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). |
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| December 22, 2015 |
Exhibit (d)-(6) Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. |
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| December 22, 2015 |
Project Bonita Presentation to the Independent Committee 13 - Dec - 2015 Strictly Confidential Exhibit (c)-(2) Project Bonita Presentation to the Independent Committee 13 - Dec - 2015 Strictly Confidential Table of Contents 1. |
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| December 22, 2015 |
Exhibit (d)-(7) Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. |
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| December 22, 2015 |
Exhibit (d)-(8) CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates Orrick Investments Limited (a British Virgin Islands company), Peak Reinsurance Company Limited (a Hong Kong company) and Fidelidade — Companhia de Seguros, S. |
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| December 22, 2015 |
Exhibit (b)-(4) Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No. |
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| December 22, 2015 |
Exhibit (a)-(1) Bona Film Group Limited , 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on , 2016 at (Beijing Time). |
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| December 22, 2015 |
Exhibit (b)-(1) Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. |
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| December 22, 2015 |
Exhibit (b)-(5) Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No. |
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| December 21, 2015 |
Exhibit 99.1 BONA FILM GROUP LIMITED APPROVES WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS TO EXTEND TRADING WINDOW FOR INSIDERS BEIJING, December 21, 2015 ? On December 20, 2015, the Board of Directors of Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA) approved a waiver of the Company?s Code of Business Conduct and Ethics (?Code?), such that the trading period permitting Insider |
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| December 21, 2015 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 21, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executiv |
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| December 18, 2015 |
EX-9 2 d107440dex9.htm EX-9 Exhibit 9 Execution Version INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporat |
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| December 18, 2015 |
EX-99.4 2 v427048ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendment |
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| December 18, 2015 |
EX-17 Exhibit 17 LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Alibaba Pictures Group Limited, a company with limited liability incorporated in Bermuda (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). |
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| December 18, 2015 |
[The Remainder of This Page Intentionally Left Blank] Exhibit 99.12 FROM: SKILLGREAT LIMITED VANTAGE GLOBAL HOLDINGS LTD YU DONG (于冬) TO: URANUS CONNECTION LIMITED (“You”) Date: December 14, 2015 Dear Sirs, Re: Exchange Right We refer to the US$55,695,651.88 SECURED AND GUARANTEED EXCHANGEABLE NOTE DUE 2018 (the “Note”) issued by SKILLGREAT LIMITED to you on October 22, 2015. Unless otherwise defined, capitalized terms used herein shall have the same |
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| December 18, 2015 |
EX-99.6 3 v427048ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Facsimile: 86 10 56310828 Email: [email protected] December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 10002 |
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| December 18, 2015 |
EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below. Orrick Investments Limited Name Business A |
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| December 18, 2015 |
EX-99.13 4 a15-251011ex99d13.htm EX-99.13 Exhibit 99.13 INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporat |
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| December 18, 2015 |
Exhibit 99.12 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited lia |
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| December 18, 2015 |
EX-15 8 d107440dex15.htm EX-15 Exhibit 15 Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No.1 East Chang An Avenue Beijing 100738, China Facsimile: +86 10 8525 5544 Email: [email protected] December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 |
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| December 18, 2015 |
EX-19 12 d107440dex19.htm EX-19 Exhibit 19 Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Oriental Power Holdings Limited, a company with limited liability incorporated in Hong Kong (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability |
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| December 18, 2015 |
Exhibit 99.9 dated November 30, 2015 Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY TABLE OF CONTENTS Clause Heading Page Number 1. |
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| December 18, 2015 |
EX-12 Exhibit 12 Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. |
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| December 18, 2015 |
EX-10 Exhibit 10 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A or, subject to Section 2. |
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| December 18, 2015 |
EX-99.10 7 v427048ex99-10.htm EXHIBIT 99.10 Exhibit 99.10 Execution Version INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited |
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| December 18, 2015 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu With a copy to: 18/F, Tower A, U-town Office Building Fang Xue #1 San Feng Bei Li Gibson Dunn & Crutch |
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| December 18, 2015 |
Exhibit 99.8 Execution Version Dated the 25th day of November 2015 (1) SKILLGREAT LIMITED (the “Issuer”) (2) VANTAGE GLOBAL HOLDINGS LTD (“Vantage”) (3) URANUS CONNECTION LIMITED (the “Investor”) AND (4) YU DONG (于冬) (the “Founder”) LOAN AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 1 2. INVESTMENT 6 3. CONDITIONS PRECEDENT 6 4. WARRANTIES, INDEMNITIES AND UNDERTAKINGS 8 5. CLOSING 8 6. UNDERTA |
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| December 18, 2015 |
EX-16 Exhibit 16 Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Uranus Connection Limited, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P. |
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| December 18, 2015 |
EX-13 Exhibit 13 Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No. |
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| December 18, 2015 |
Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BONA FILM GROUP LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) 09777B107 (CUSIP Number) c/o Nan Peng Shen Suite 3613, 36/F, Two Pacific Place 88 Queensway Road, Hong Kong (852) 2501 8989 (Name, Addr |
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| December 18, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| December 18, 2015 |
EX-99.7 4 v427048ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group |
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| December 18, 2015 |
EX-99.11 8 v427048ex99-11.htm EXHIBIT 99.11 Exhibit 99.11 Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. Dong YU (including his assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Ref |
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| December 18, 2015 |
EX-14 7 d107440dex14.htm EX-14 Exhibit 14 Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queen’s Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: [email protected] with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC Attention: Mergers and Acqui |
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| December 18, 2015 |
EX-11 Exhibit 11 Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. |
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| December 18, 2015 |
EX-18 Exhibit 18 Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. |
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| December 18, 2015 |
EX-20 Exhibit 20 Execution Version LIMITED GUARANTEE This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. |
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| December 15, 2015 |
BONA FILM GROUP LIMITED ENTERS INTO DEFINITIVE MERGER AGREEMENT FOR GOING PRIVATE TRANSACTION Exhibit 99.1 BONA FILM GROUP LIMITED ENTERS INTO DEFINITIVE MERGER AGREEMENT FOR GOING PRIVATE TRANSACTION BEIJING, December 15, 2015 ? Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it has entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with Mountain |
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| December 15, 2015 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 15, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executiv |
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| December 15, 2015 |
Exhibit 99.2 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG MOUNTAIN TIGER INTERNATIONAL LIMITED MOUNTAIN TIGER LIMITED and BONA FILM GROUP LIMITED Dated as of December 15, 2015 TABLE OF CONTENTS Article I Defined Terms and Interpretation 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 14 Section 1.3 Interpretation 16 Article II The Merger 17 Section 2.1 The Me |
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| December 3, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| December 3, 2015 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 3, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executive |
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| December 3, 2015 |
Bona Film Group to Hold Annual General Meeting on December 29, 2015 Exhibit 99.1 Bona Film Group to Hold Annual General Meeting on December 29, 2015 BEIJING ? December 3, 2015 - Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it will hold its annual general meeting of shareholders at 10:00 a.m. Beijing time on December 29, 2015 at the Company's office |
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| December 3, 2015 |
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including a |
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| December 3, 2015 |
EX-99.2 3 a15-244161ex99d2.htm EX-99.2 EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade-Companhia de Seguros, S.A. is set forth |
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| November 25, 2015 |
Bona Reports Third Quarter 2015 Financial Results Exhibit 99.1 Bona Reports Third Quarter 2015 Financial Results BEIJING ? November 25, 2015 ? Bona Film Group Limited (NASDAQ: BONA) (?Bona? or the ?Company?), a leading film distributor and vertically integrated film company in China, today announced unaudited financial results for the third quarter ended September 30, 2015. ?We are pleased with our third quarter results with non-GAAP net income m |
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| November 25, 2015 |
Bona Film Group FORM 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 25, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Address of principal executiv |
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| October 28, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| October 27, 2015 |
Exhibit 99.3 DATED OCTOBER 27, 2015 Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY TABLE OF CONTENTS Clause Heading Page Number 1. |
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| October 27, 2015 |
EX-99.1 2 a15-216191ex99d1.htm EX-99.1 Exhibit 99.1 Execution Version Dated the 19th day of October 2015 (1) SKILLGREAT LIMITED (the “Issuer”) (2) VANTAGE GLOBAL HOLDINGS LTD (“Vantage”) (3) URANUS CONNECTION LIMITED (the “Investor”) AND (4) YU DONG (于冬) (the “Founder”) INVESTMENT AGREEMENT CONTENTS Clause Page 1. INTERPRETATION 1 2. INVESTMENT 7 3. CONDITIONS PRECEDENT 7 4. WARRANTIES, INDEMNITIE |
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| October 27, 2015 |
Exhibit 99.2 DATED OCTOBER 27, 2015 Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY TABLE OF CONTENTS Clause Heading Page Number 1. |
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| October 27, 2015 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu 18/F, Tower A, U-town Office Building #1 San Feng Bei Li Chaoyang District, Beijing 100020, People’s R |
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| October 14, 2015 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu 18/F, Tower A, U-town Office Building #1 San Feng Bei Li Chaoyang District, Beijing 100020, People’s R |
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| October 14, 2015 |
Exhibit 1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT By and Among SKILLGREAT LIMITED And Mr. |
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| October 14, 2015 |
EX-99.11 3 a15-210601ex99d11.htm EX-99.11 Exhibit 99.11 SECURITIES PURCHASE AGREEMENT By and Among SKILLGREAT LIMITED And Mr. DONG YU And PEAK REINSURANCE COMPANY LIMITED And FIDELIDADE-COMPANHIA DE SEGUROS, S.A. Dated as of October 12, 2015 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2015 by and among: (1) Peak Rei |
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| October 14, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| October 14, 2015 |
EX-99.2 2 a15-210601ex99d2.htm EX-99.2 EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade — Companhia de Seguros, S.A. is set for |
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| August 26, 2015 |
Exhibit 99.1 Bona Reports Second Quarter 2015 Financial Results 2Q15 Net Revenues Up 58.5% YoY to US$71.1 Million 2Q15 Non-GAAP EBITDA Up 58.1% YoY to US$8.7 Million BEIJING ? August 26, 2015 ? Bona Film Group Limited (NASDAQ: BONA) (?Bona? or the ?Company?), a leading film distributor and vertically integrated film company in China, today announced unaudited financial results for the second quart |
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| August 26, 2015 |
Bona Film Group 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 August 26, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executive |
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| July 23, 2015 |
EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade — Companhia de Seguros, S.A. is set forth below. Fidelidade — Companhia de Seg |
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| July 23, 2015 |
[Remainder of Page Intentionally Left Blank] Exhibit 99.10 July 16, 2015 Skillgreat Limited c/o Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, People’s Republic of China Attn: Dong Yu Re: Payoff Letter (this “Letter”) Dear Sir: We refer to the Loan Agreement (the “Loan Agreement”), dated as of July 23, 2014, among Skillgreat Limited, a company duly incorporated and existing under the l |
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| July 23, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| July 23, 2015 |
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Exhibit 99.9 THIS DEED OF RELEASE (the “Deed”) is made as of 21 July 2015. BY: (1) FOSUN INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Mortgagee”) IN FAVOR OF (2) SKILLGREAT LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands with company number 1499534 and having its registered office at P.O.Box 957, |
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| July 13, 2015 |
Bona Film Group 6-K (Current Report of Foreign Issuer) 6-K 1 a15-1556916k.htm 6-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 July 13, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republi |
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| July 13, 2015 |
Bona Film Group Announces Formation of Independent Committee to Consider “Going Private” Proposal Exhibit 99.1 Bona Film Group Announces Formation of Independent Committee to Consider ?Going Private? Proposal BEIJING ? July 13, 2015 ? Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that its board of directors (the ?Board?) has formed an independent committee (the ?Independent Committee |
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| June 19, 2015 |
BONA / Bona Film Group Limited / SEQUOIA CAPITAL CHINA I LP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BONA FILM GROUP LIMITED (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) 09777B107 (CUSIP Number) c/o Nan Peng Shen Suite 3613, 36/F, Two Pacific Place 88 Queensway Road, Hong Kong (852) 2501 8989 (Name, Address and Telephone Number |
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| June 19, 2015 |
EX-3 Exhibit 3 June 12, 2015 The Board of Directors Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. |
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| June 19, 2015 |
EX-99.7 4 d945825dex997.htm EX-7 Exhibit 7 EXECUTION COPY TYNER GROUP LIMITED SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT This Secured Convertible Note and Warrant Purchase Agreement (the “Agreement”) is entered into on June 15, 2007 by and among Tyner Group Limited, a company limited by shares organized and existing under the law |
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| June 19, 2015 |
EX-99.2 2 d945825dex992.htm EX-2 Exhibit 2 CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates |
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| June 17, 2015 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment SC 13D/A 1 a15-141981sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu 18/F, Tower A, U-town Office Building #1 San Feng Bei Li Ch |
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| June 17, 2015 |
Exhibit 99.8 June 12, 2015 The Board of Directors Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020, People’s Republic of China Dear Sirs: Mr. Dong Yu, and certain of his affiliated entities (collectively, the “Chairman”), Fosun International Limited, Orrick Investments Limited, Peak Reinsurance Company Limited and Fidelidade — Co |
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| June 17, 2015 |
Exhibit 99.2 June 12, 2015 The Board of Directors Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020, People’s Republic of China Dear Sirs: Mr. Dong Yu, and certain of his affiliated entities (collectively, the “Chairman”), Fosun International Limited, Orrick Investments Limited, Peak Reinsurance Company Limited and Fidelidade-Comp |
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| June 17, 2015 |
EX-99.1 2 a15-141981ex99d1.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments |
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| June 17, 2015 |
EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade — Companhia de Seguros, S.A. is set forth below. Fidelidade — Companhia de Seg |
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| June 17, 2015 |
Exhibit 99.3 CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates Orrick Investments Limited (a |
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| June 17, 2015 |
Exhibit 99.7 CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the “Agreement”), by and among Dong Yu (the “Chairman”) and Skillgreat Limited (a British Virgin Islands Company controlled by the Chairman (“Skillgreat”, and together with the Chairman, the “Chairman Parties”), Fosun International Limited (a Hong Kong company) and its affiliates Orrick Investments Limited (a |
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| June 17, 2015 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| June 16, 2015 |
Bona Film Group 6-K (Current Report of Foreign Issuer) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 16, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People?s Republic of China (Address of principal executive of |
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| June 16, 2015 |
Bona Film Group Announces Receipt of Preliminary Non-Binding Going Private Proposal Exhibit 99.1 Bona Film Group Announces Receipt of Preliminary Non-Binding Going Private Proposal BEIJING June 12, 2015 Bona Film Group Limited (Bona or the Company) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that its Board of Directors (the Board) has received a non-binding proposal letter, dated June 12, 2015, from Mr. Y |
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| May 7, 2015 |
Bona Film Group 6-K (Current Report of Foreign Issuer) 6-K 1 a15-1105516k.htm 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 7, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Address |
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| May 7, 2015 |
Exhibit 99.1 Bona Reports Record First Quarter Results Net Revenues Up 108% YoY to US$117.6 Million Non-GAAP Net Income Up 140% YoY to US$4.9 Million BEIJING ? May 7, 2015 ? Bona Film Group Limited (NASDAQ: BONA) (?Bona? or the ?Company?), a leading film distributor and vertically integrated film company in China, today announced unaudited financial results for the first quarter ended March 31, 20 |
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| April 30, 2015 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-174698 on Form S-8 of our reports dated April 30, 2015, relating to the consolidated financial statements of Bona Film Group Limited, its subsidiaries, its variable interest entities (the “VIEs”) and the VIEs’ subsidiaries (collectively, the “Group”), |
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| April 30, 2015 |
Exhibit 15.2 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 Date: April 30, 2015 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Dear Sir/Madam: We hereby consent to the use of our na |
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| April 30, 2015 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma |
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| April 30, 2015 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F of Bona Film Group Limited (the ?Company?) for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Nicolas Zhi Qi, Chief Financial Officer of the Company, certify |
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| April 30, 2015 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Nicolas Zhi Qi, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem |
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| April 30, 2015 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.3 Wuhu Bona Jinyu Film Investment Center, L.P. Financial Statements and Independent Registered Public Accounting Firm?s Report For the period from August 1, 2013 (date of incorporation) to December 31, 2013 and for the year ended December 31, 2014 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the General Partner of Wuhu Bona Jinyu Film Investment Center, L.P. We have audite |
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| April 30, 2015 |
EX-4.14 2 a2223486zex-414.htm EX-4.14 Exhibit 4.14 Schedule of Material Differences between: · Form of Limited Partnership Agreement by and among Wuhu Bona Film Investment Management Co., Ltd., as general partner, and the limited partners with respect to the First Film Fund (“First Film Fund LPA”) (incorporated by reference to Exhibit 4.13 to our annual report on Form 20-F filed with the Securitie |
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| April 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F 20-F 1 a2223486z20-f.htm 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or ý Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014. or o Transition report pu |
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| April 30, 2015 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F of Bona Film Group Limited (the “Company”) for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Yu, Chief Executive Officer of the Company, certify, pursu |
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| March 3, 2015 |
Exhibit 99.2 Bona Reports Fourth Quarter and Full Year 2014 Financial Results 4Q14 Net Revenues Up 23% YoY to US$52.6 Million FY14 Net Revenues Up 70% YoY to US$254.1 Million 4Q14 Non-GAAP Net Income Up 43% YoY to US$2.2 Million FY14 Non-GAAP Net Income Up 100% YoY to US$16.9 Million BEIJING — March 3, 2015 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distribu |
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| March 3, 2015 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 March 3, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Address of principal executive of |
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| March 3, 2015 |
Exhibit 99.1 Bona Establishes Second Film Investment Fund to Finance Future Theatrical and Non-Theatrical Productions Launch of the Fund Expected to Commence on March 6, 2015 BEIJING — March 3, 2015 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated film company in China, today announced that it has established its second film f |
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| February 13, 2015 |
BONA / Bona Film Group Limited / SIG China Investments One, Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d—102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. 3)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 09777B107 (CUSIP Number |
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| February 13, 2015 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Address of principal executiv |
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| February 13, 2015 |
Bona Film Group Announces Shareholder Resolutions Adopted at Extraordinary General Meeting Exhibit 99.1 Bona Film Group Announces Shareholder Resolutions Adopted at Extraordinary General Meeting BEIJING — February 13, 2015 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that all measures were approved at its Extraordinary General Meeting held in Beijing on February 13, 2015. T |
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| January 20, 2015 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a15-278916k.htm 6-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 20, 2015 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Repub |
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| January 20, 2015 |
Bona Film Group to Hold Extraordinary General Meeting on February 13, 2015 Exhibit 99.1 Bona Film Group to Hold Extraordinary General Meeting on February 13, 2015 BEIJING — January 20, 2015 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it will hold an extraordinary general meeting of shareholders of the Company at 11:30 a.m. Beijing time on February 13, |
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| January 7, 2015 |
BONA / Bona Film Group Limited CORRESP - - Bona Film Group Limited 18/F, Tower 1, U-town Office Building No.1 San Feng Bei Li, Chaoyang District Beijing 100020, People’s Republic of China VIA EDGAR January 7, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren P. Nguyen, Special Counsel Julie Griffith Re: Bona Film Group Limited Registration Statement on F |
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| December 30, 2014 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a14-2637516k.htm 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 30, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Ad |
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| December 30, 2014 |
BONA / Bona Film Group Limited F-3/A - - F-3/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 30, 2014 Registration No. |
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| December 30, 2014 |
RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Nine Months Ended 2009 2010 2011 2012 2013 September 30, 2014 Computation of Earnings: Income (loss) before income tax and equity in earnings of equity method investments, net of tax 5,625,539 (4,143,261 ) 15,042,856 (251,618 ) 9,574,137 14,545,807 Add: Fixed charges 395,458 864,134 1,735,995 1,536,001 3,161,804 4,239,104 Amor |
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| December 30, 2014 |
BONA / Bona Film Group Limited CORRESP - - SIMPSON THACHER & BARTLETT ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER +852-2514-7650 E-MAIL ADDRESS clin@stblaw. |
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| December 29, 2014 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 29, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Republic of China (Address of |
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| December 29, 2014 |
Bona Film Group Announces Shareholder Resolutions Adopted at 2014 Annual General Meeting Exhibit 99.1 Bona Film Group Announces Shareholder Resolutions Adopted at 2014 Annual General Meeting BEIJING – December 29, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that all measures were approved at its Annual General Meeting held in Beijing on December 29, 2014. The resolu |
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| December 3, 2014 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a14-2546116k.htm 6-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 3, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing, 100020 People’s Repu |
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| December 3, 2014 |
Bona Film Group to Hold Annual General Meeting on December 29, 2014 Exhibit 99.1 Bona Film Group to Hold Annual General Meeting on December 29, 2014 BEIJING — December 3, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it will hold its annual general meeting of shareholders at 10:00 a.m. Beijing time on December 29, 2014 at the Company’s office |
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| November 13, 2014 |
Exhibit 99.1 Bona Reports Third Quarter 2014 Financial Results 3Q14 Net Revenues Up 186% YoY to US$100.0 Million 3Q14 Adjusted EBITDA, Non-GAAP, Up 164% YoY to US$16.5 Million 3Q14 Non-GAAP Net Income Up 152% YoY to US$9.3 Million, Exceeding Guidance BEIJING — November 13, 2014 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated |
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| November 13, 2014 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a14-2429916k.htm 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 13, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Add |
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| October 14, 2014 |
BONA / Bona Film Group Limited CORRESP - - CORRESP 1 filename1.htm SIMPSON THACHER & BARTLETT ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER E-MAIL ADDRESS +852-2514-7650 [email protected] October 14, 2014 VIA EDGAR Loan Lauren P. Nguyen, Special Counsel Julie Griffith Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bona Film Group Limited Registrat |
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| October 14, 2014 |
BONA / Bona Film Group Limited F-3/A - - F-3/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on October 14, 2014 Registration No. |
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| August 29, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 August 29, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive o |
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| August 29, 2014 |
Exhibit 99.2 Bona Reports Second Quarter 2014 Financial Results 2Q14 Total Net Revenues Up 58.7% YoY to US$44.9 Million 2Q14 Non-GAAP EBITDA Up 33.2% YoY to US$5.5 Million 2Q14 Non-GAAP Net Income Up 68.8% YoY to US$3.4 Million BEIJING — August 28, 2014 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated film company in China, to |
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| August 29, 2014 |
Bona Film Group Adds Donghui Pan to Its Board of Directors Exhibit 99.1 Bona Film Group Adds Donghui Pan to Its Board of Directors BEIJING ? August 28, 2014 ? Bona Film Group Limited (?Bona? or the ?Company?) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that Mr. Donghui Pan has been appointed as an additional director of the Company, effective today. Mr. Pan is a Vice President of Fosun Group, |
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| July 28, 2014 |
EXHIBIT 99.2 DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade — Companhia de Seguros, S.A. is set forth below. Fidelidade — Companhia de Seg |
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| July 28, 2014 |
Exhibit 99.5 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made among Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands as borrower (the “Borrower”), Mr. Dong Yu, an individual as guarantor (the “Guarantor”), and Fosun International Holdings Limited, a company incorporated under the laws of the British V |
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| July 28, 2014 |
TRANSACTIONS IN ADSS AND ORDINARY SHARES BY EACH REPORTING PERSON DURING THE PAST 60 DAYS EXHIBIT 99.3 TRANSACTIONS IN ADSS AND ORDINARY SHARES BY EACH REPORTING PERSON DURING THE PAST 60 DAYS Reporting Person Trade Date Type of Transaction Number of ADSs Number of Underlying Ordinary Shares Average Price Per ADS (excluding commissions) (US$) Fidelidade — Companhia de Seguros, S.A. May 27, 2014 Purchase 29,100 14,550 $ 5.90 Fidelidade — Companhia de Seguros, S.A. May 28, 2014 Purchase |
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| July 28, 2014 |
Exhibit 99.6 DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY i THIS EQUITABLE SHARE MORTGAGE is made on July 23, 2014. BETWEEN (1) SKI |
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| July 28, 2014 |
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including a |
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| July 28, 2014 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share. (Title of Class of Securities) 09777B107** (CUSIP |
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| July 28, 2014 |
EX-99.4 5 a14-172231ex99d4.htm EX-99.4 Exhibit 99.4 SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE — COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED Dated as of July 13, 2014 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2014, by and among: (1) Mr. Dong Yu, an individual (the “Founder |
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| July 25, 2014 |
DATED JULY 23, 2014 (1) SKILLGREAT LIMITED (2) FOSUN INTERNATIONAL HOLDINGS LIMITED Exhibit 99.4 DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY i THIS EQUITABLE SHARE MORTGAGE is made on July 23, 2014. BETWEEN (1) SKI |
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| July 25, 2014 |
Exhibit 99.2 SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE – COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED Dated as of July 13, 2014 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2014, by and among: (1) Mr. Dong Yu, an individual (the “Founder”); (2) Skillgreat Limited, a company d |
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| July 25, 2014 |
EX-99.1 2 a14-172021ex99d1.htm EX-99.1 Exhibit 99.1 STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014 Table of Contents Page ARTICLE I Purchase and Sale of Shares; Closing 3 Section 1.01 Purchase and Sale of the Shares 3 Section 1.02 Closing Date 3 Section 1.03 Transactions To Be Effected at the Closing 3 ARTICLE II R |
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| July 25, 2014 |
Exhibit 99.5 STOCK TRADING PLAN This Stock Trading Plan (the “Plan” ) is being adopted as of the date below, by Skillgreat Limited, (the “ Client” ), to facilitate the Sale of the American Depositary Receipts (ADRs) (the “Shares”) of Bona Film Group Limited, (the “Issuer”), whereby the Client is the Chief Executive Officer of the Issuer as of the date of this Plan, pursuant to the requirements of |
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| July 25, 2014 |
Exhibit 99.3 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made among Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands as borrower (the “Borrower”), Mr. Dong Yu, an individual as guarantor (the “Guarantor”), and Fosun International Holdings Limited, a company incorporated under the laws of the British V |
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| July 25, 2014 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu 18/F, Tower A, U-town Office Building #1 San Feng Bei Li Chaoyang District, Beijing 100020, People’s R |
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| July 23, 2014 |
EX-99.1 2 d761319dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of an Amendment No. 2 to Schedule 13D with respect to the ordinary shares, par value US$0.0005 per share, of Bona Film Group Limited, and further agrees that this Joint Filin |
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| July 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.133-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* BONA FILM GROUP LIMITED (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Se |
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| July 23, 2014 |
Exhibit 2 Exhibit 2 STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc. |
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| July 15, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive off |
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| July 15, 2014 |
Bona Chairman & CEO Mr. Yu Dong to Acquire 21st Century Fox’s Stake in Bona Film Group EX-99.1 2 a14-171121ex99d1.htm EX-99.1 Exhibit 99.1 Bona Chairman & CEO Mr. Yu Dong to Acquire 21st Century Fox’s Stake in Bona Film Group BEIJING, July 14, 2014 — Bona Film Group Limited (“Bona”) (NASDAQ: BONA) today announced an agreement between an affiliate of 21st Century Fox and Bona’s Founder, Chairman and CEO, Mr. Yu Dong, for Mr. Yu to acquire 21st Century Fox’s entire 19.3% interest (6,0 |
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| July 15, 2014 |
Bona Film Group Announces Additional Strategic Investment by Fosun International Limited Exhibit 99.1 Bona Film Group Announces Additional Strategic Investment by Fosun International Limited BEIJING, July 14, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, and Fosun Group (Fosun International Limited, 00656.HK, and its subsidiaries) (“Fosun”), announced that Fosun has agreed to purchas |
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| July 15, 2014 |
BONA / Bona Film Group Limited 6-K - Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 July 15, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive off |
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| June 23, 2014 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 23, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive off |
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| June 23, 2014 |
EX-99.1 2 a14-158881ex99d1.htm EX-99.1 Exhibit 99.1 Bona Film Group Announces Transition of Amy W. Xu from CFO to Senior Advisor Financial Controller Nicolas Zhi Qi Named Chief Financial Officer BEIJING, June 20, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that Amy W. Xu will tr |
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| May 29, 2014 |
Bona Reports First Quarter 2014 Financial Results Exhibit 99.1 Bona Reports First Quarter 2014 Financial Results BEIJING — May 29, 2014 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated film company in China, today announced unaudited financial results for the first quarter ended March 31, 2014. “We had a good start to 2014 with our strong financial results achieved in the fir |
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| May 29, 2014 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 29, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive offi |
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| April 22, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 22, 2014 Registration No. |
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| April 22, 2014 |
INDENTURE Dated as of [ ], 20[ ] BONA FILM GROUP LIMITED as Company [ ] as Trustee DEBT SECURITIES Exhibit 4.4 INDENTURE Dated as of [ ], 20[ ] Between BONA FILM GROUP LIMITED as Company and [ ] as Trustee DEBT SECURITIES CROSS-REFERENCE SHEET* Trust Indenture Act Section Indenture Section § 310(a) 11.04(a) (b) 11.04(b), 11.05 § 311 11.01(f) § 312(a) 10.03 (b) 11.10 (c) 11.10 § 313(a) 10.01(a) (b) 10.01(a) (c) 10.01(b) (d) 10.01(b) § 314(a)(1) 10.02 (a)(2) 10.02 (a)(4) 6.07 (c) 16.01(a) (e) 16. |
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| April 22, 2014 |
RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, 2009 2010 2011 2012 2013 Computation of Earnings: Income (loss) before income tax and equity in earnings of equity method investments 5,625,539 (4,143,261 ) 15,042,856 (251,618 ) 9,574,137 Add: Fixed charges 395,458 864,134 1,735,995 1,536,001 3,161,804 Amortization of capitalized interests 160,562 164,931 666,168 1,174,454 40 |
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| April 21, 2014 |
Exhibit 15.2 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 Date: April 21, 2014 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Dear Sir/Madam: We hereby consent to the use of our na |
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| April 21, 2014 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-174698 on Form S-8 of our reports dated April 21, 2014, relating to the consolidated financial statements of Bona Film Group Limited, its subsidiaries, its variable interest entities (the “VIEs”) and the VIEs’ subsidiaries (collectively, the “Group”), |
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| April 21, 2014 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma |
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| April 21, 2014 |
Wuhu Bona Jinyu Film Investment Center, L.P. Limited Partnership Agreement [ ] Exhibit 4.13 Wuhu Bona Jinyu Film Investment Center, L.P. Limited Partnership Agreement [ ] TABLE OF CONTENTS Article 1 Definitions 5 1.1 Definitions 5 Article 2 Establishment of Limited Partnership 10 2.1 Basis of Establishment 10 2.2 Name 10 2.3 Main Business Premise 10 2.4 Purpose and Business Scope 10 2.5 Partners 11 2.6 Term of Partnership 12 2.7 Initial Capital Increase 12 2.8 Subsequent Cap |
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| April 21, 2014 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F of Bona Film Group Limited (the Company) for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dong Yu, Chief Executive Officer of the Company, certify, pursu |
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| April 21, 2014 |
Equity Interest Transfer Agreement Exhibit 4.7 Amended and Restated Voting Trust and Equity Purchase Agreement This Amended and Restated Equity Trust and Equity Purchase Agreement (this “Agreement”) is executed by and among the Parties below as of [ ], in Hong Kong. Party A: Bona International Film Group Limited (previously Tyner Group Limited) Address: Party B: Beijing Bona New World Media Technology Co., Ltd. Address: Party C: [A |
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| April 21, 2014 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F of Bona Film Group Limited (the “Company”) for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amy Xu, Chief Financial Officer of the Company, certify, pursua |
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| April 21, 2014 |
Amended and Restated Exclusive Technology and Consulting Service Agreement Exhibit 4.5 Amended and Restated Exclusive Technology and Consulting Service Agreement This Amended and Restated Exclusive Technology and Consulting Service Agreement (this “Agreement”) is made and entered into by and between the following Parties on [ ] in [ ]: Party A: Beijing Bona New World Media Technology Co., Ltd. Address: Floor 20 of Qingyun Modern Mansion, Building 9 of Manting Fangyuan, Q |
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| April 21, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS BONA FILM GROUP LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 21, 2014 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Amy Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| April 21, 2014 |
Form of Amended and Restated Equity Pledge Agreement Exhibit 4.8 Form of Amended and Restated Equity Pledge Agreement This Amended and Restated Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [ ] in Hong Kong: Pledgor A: Yu Dong Nationality: China ID Card No.: Address: No.1, Floor 10, Building 14, East Bridge Road, Chaoyang District, Beijing Pledgor B: [ ] Nationality: ID Card No.: Address: Pledgor |
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| April 21, 2014 |
Exhibit 4.12 COOPERATION FRAMEWORK AGREEMENT By Wuhu Bona Jinyu Film Investment Center, L.P. Wuhu Bona Film Investment Management Co., Ltd. Bona Film Group Co., Ltd. (PRC) Tianjin Bona Film Culture Media Co., Ltd. Zhejiang Bona Film and Television Production Co., Ltd. September 16, 2013 *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed |
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| March 26, 2014 |
Bona Film Group Ltd 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China March 26, 2014 Ms. Linda Cvrkel, Branch Chief Ms. Jean Yu Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bona Film Group Ltd Form 20-F for the Year Ended December 31, 2012 Filed April 29, 2013 |
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| March 6, 2014 |
Bona Film Group Ltd 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China March 6, 2014 Ms. Linda Cvrkel, Branch Chief Ms. Jean Yu Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bona Film Group Ltd Form 20-F for the Year Ended December 31, 2012 Filed April 29, 2013 F |
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| March 4, 2014 |
Feb. 10, 2014 Attn: Ms. Cvrkel Securities and Exchange Commission Washington, D.C. 20549 Re: Bona Film Group Ltd. Comment Letter on Form 20F for year ended December 31, 2012 File No. 001-34990 Dear Ms. Cvrkel, Thank you very much for sending us the comment letter dated July 10, 2013 (the “Comment Letter”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission on the Year 2012 An |
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| February 27, 2014 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 February 27, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive |
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| February 27, 2014 |
Bona Reports Fourth Quarter and Full Year 2013 Financial Results Exhibit 99.1 Bona Reports Fourth Quarter and Full Year 2013 Financial Results BEIJING — February 27, 2014 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated film company in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2013. “We delivered solid results in 2013, dri |
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| February 13, 2014 |
BONA / Bona Film Group Limited / SIG China Investments One, Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d—102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. 2 )* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 09777B107 (CUSIP Numbe |
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| February 13, 2014 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 February 13, 2014 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building No. 1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China (Address of principal executive |
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| February 13, 2014 |
EX-99.1 2 a14-54171ex99d1.htm EX-99.1 Exhibit 99.1 Bona Film Group to Announce Fourth Quarter and Full Year 2013 Results on February 27, 2014 - Company to Host Conference Call at 8:00 p.m. ET - BEIJING, February 13, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that the Company wi |
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| January 22, 2014 |
BONA / Bona Film Group Limited / SAIF Partners IV L.P. - SC 13G/AMENDMENT NO. 2 Passive Investment SC 13G/Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BONA FILM GROUP LIMITED (Name of Issuer) American Depositary Shares representing Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) December 31, 2013 (Date of Event Which Requires |
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| January 8, 2014 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 8, 2014 Commission File Number: 001-34990 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China (Address of principal executive offices) Indicat |
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| January 8, 2014 |
Bona Film Group Projects Recognized at 15th China Huabiao Awards Ceremony Exhibit 99.1 Bona Film Group Projects Recognized at 15th China Huabiao Awards Ceremony BEIJING — January 6, 2014 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ:BONA), a leading film distributor and vertically integrated film company in China, today announced that Bona film projects took home the following top awards at the 15th China Huabiao Awards Ceremony in Beijing on December 26th |
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| December 27, 2013 |
Bona Film Group Announces Shareholder Resolutions Adopted at 2013 Annual General Meeting Exhibit 99.1 Bona Film Group Announces Shareholder Resolutions Adopted at 2013 Annual General Meeting BEIJING — December 27, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that all measures were approved at its Annual General Meeting held in Beijing on December 27, 2013. The resolu |
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| December 27, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 27, 2013 Commission File Number: 001-34990 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China (Address of principal executive offices) Indic |
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| December 23, 2013 |
Bona Film Group Added to NASDAQ Golden Dragon China Index EX-99.1 2 a13-269751ex99d1.htm EX-99.1 Exhibit 99.1 Bona Film Group Added to NASDAQ Golden Dragon China Index BEIJING — December 23, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that the Company was added to the NASDAQ Golden Dragon China Index (Nasdaq: HXC) (the “Index”) effecti |
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| December 23, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 23, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People’s Republic of China (Address of principal execut |
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| December 5, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 5, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People's Republic of China (Address of principal executi |
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| December 5, 2013 |
Bona Film Group Secures RMB80 Million Credit Facility from Shanghai Pudong Development Bank Exhibit 99.1 Bona Film Group Secures RMB80 Million Credit Facility from Shanghai Pudong Development Bank BEIJING — December 2, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that Bona Film Group Co., Ltd. (PRC) has entered into a master credit line agreement with Shanghai Pudong De |
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| December 3, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 3, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People's Republic of China (Address of principal executi |
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| December 3, 2013 |
Bona Reports Third Quarter 2013 Financial Results Exhibit 99.1 Bona Reports Third Quarter 2013 Financial Results BEIJING — November 14, 2013 — Bona Film Group Limited (NASDAQ: BONA) (“Bona” or the “Company”), a leading film distributor and vertically integrated film company in China, today announced its unaudited financial results for the third quarter ended September 30, 2013. “Overall, I am very pleased with the results that we delivered in the |
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| November 21, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 21, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People's Republic of China (Address of principal execut |
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| November 21, 2013 |
Bona Film Group to Hold Annual General Meeting on December 27, 2013 Exhibit 99.1 Bona Film Group to Hold Annual General Meeting on December 27, 2013 BEIJING — November 21, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that it will hold its annual general meeting of shareholders at 10:00 a.m. Beijing time on December 27, 2013 at the Company’s offic |
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| October 9, 2013 |
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including a |
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| October 9, 2013 |
BONA / Bona Film Group Limited / Fosun International Ltd - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2. Under the Securities Exchange Act of 1934 (Amendment No. )* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securiti |
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| October 9, 2013 |
BONA / Bona Film Group Limited / Yu Dong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bona Film Group Limited (Name of Issuer) Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Dong Yu With a copy to: 18/F, Tower A, U-town Office Building Chris Lin #1 San Feng Bei Li Simpson Thacher & B |
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| October 9, 2013 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary S |
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| October 9, 2013 |
Exhibit 99.2 EXECUTION VERSION SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, And ORRICK INVESTMENTS LIMITED Dated as of September 30, 2013 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2013, by and among: (1) Mr. Dong Yu, an individual (the “Founder”); (2) Skillgreat Limited, a company duly incorporat |
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| October 9, 2013 |
Exhibit 99.4 SECURITIES TRANSFER AGREEMENT THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2013 by and among: (1) SKILLGREAT LIMITED (the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and (2) MEDIA RANGE LIMITED (the “Seller”). Each of the Purchaser and the Seller is hereinafter referred to as |
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| October 9, 2013 |
Exhibit 99.5 SECURITIES TRANSFER AGREEMENT THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2013 by and among: (1) SKILLGREAT LIMITED (the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and (2) Each of the Sellers whose names are set forth on Exhibit A hereto (individually, a “Seller” and collec |
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| October 9, 2013 |
Exhibit 99.3 SECURITIES TRANSFER AGREEMENT THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2013 by and among: (1) SKILLGREAT LIMITED (the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and (2) Wing Hung Jeffrey Chan (the “Seller”). Each of the Purchaser and the Seller is hereinafter referred to |
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| September 30, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 30, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People's Republic of China (Address of principal execu |
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| September 30, 2013 |
Bona Film Group Secures Investment from Fosun International Limited Exhibit 99.1 Bona Film Group Secures Investment from Fosun International Limited BEIJING, September 30, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (Nasdaq: BONA), a leading film distributor and vertically integrated film company in China, today announced that the Company has secured an investment from Fosun Group (Fosun International Limited, 00656.HK, and its subsidiaries) (“Fosun”) |
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| September 11, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 September 11, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People’s Republic of China (Address of principal execu |
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| September 11, 2013 |
Bona Reports Second Quarter 2013 Financial Results Exhibit 99.6 Bona Reports Second Quarter 2013 Financial Results BEIJING — August 29, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced its unaudited financial results for the second quarter ended June 30, 2013. “The second quarter was another strong quarter for Bona, during which we a |
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| September 11, 2013 |
Bona Film Group Announces Exercise Price Adjustment for Employee Stock Options Exhibit 99.2 Bona Film Group Announces Exercise Price Adjustment for Employee Stock Options BEIJING — July 5, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that, in order to improve the effectiveness of its equity incentive plan, the Company’s Board of Directors has approved an ad |
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| September 11, 2013 |
Exhibit 99.1 Bona Film Group’s Unbeatable Wins Top Acting Awards at 16th Annual Shanghai International Film Festival SHANGHAI, July 2, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (Nasdaq: BONA), a leading film distributor in China, today announced that the stars of it upcoming film, Unbeatable, Nick Cheung and Crystal Lee, received the Golden Goblet Awards for Best Actor and Best Actr |
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| September 11, 2013 |
Bona Film Group Updates Film Slate for Remainder of 2013 and First Half of 2014 Exhibit 99.4 Bona Film Group Updates Film Slate for Remainder of 2013 and First Half of 2014 BEIJING — August 5, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that, Mr. Yu Dong, Founder, Chairman and CEO, delivered the keynote speech at the 2013 Movie Conference on July 11, 2013, |
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| September 11, 2013 |
Exhibit 99.3 Investment in Bona Film Group to Be Held by 21st Century Fox Following Separation of Businesses by News Corporation BEIJING — July 24, 2013 — Bona Film Group Limited (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that the 19.9% equity stake in the Company originally purchased in May 2012 by News Corporation will now be held |
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| September 11, 2013 |
Exhibit 99.5 Bona Launches RMB 1 Billion Film Fund to Finance Future Theatrical and Non-Theatrical Productions Fund Established through Partnership with Sequoia China and Noah Expected to be China’s First Fund Dedicated Exclusively to Film and Television BEIJING, August 29, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (Nasdaq: BONA), a leading film distributor and vertically integrated |
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| July 12, 2013 |
BONA / Bona Film Group Limited / TWENTY-FIRST CENTURY FOX, INC. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BONA FILM GROUP LIMITED (Name of Issuer) Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 09777B107** (CUSIP Number) Janet L. Nova Executive Vice President, Deputy Group General Counsel TWENTY-FIRST CENTURY FOX, INC. |
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| July 12, 2013 |
EX-2 Exhibit 2 Instrument of Transfer FOR VALUE RECEIVED, NCIH LLC, a limited liability company formed under the laws of the State of Delaware (“Transferor”) pursuant to the conversion of NCIH, Inc. |
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| July 12, 2013 |
EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of an Amendment No. |
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| July 12, 2013 |
EX-3 Exhibit 3 JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) dated as of June 19, 2013, by and among News America Incorporated, a corporation incorporated under the laws of the State of Delaware (the “New Shareholder”), Bona Film Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), Mr. |
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| June 11, 2013 |
Current Report of Foreign Issuer - 6-K 6-K 1 a13-1467916k.htm 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 11, 2013 Commission File Number: 001-34990 Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, People's Republic of China (Addr |
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| June 11, 2013 |
Bona Film Group Secures RMB200 Million Credit Facility From China Minsheng Bank Exhibit 99.1 Bona Film Group Secures RMB200 Million Credit Facility From China Minsheng Bank BEIJING — June 7, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced that Bona Film Group Co., Ltd. (PRC) has entered into a master credit line agreement with China Minsheng Banking Corp., Ltd. |
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| May 24, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d |
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| May 21, 2013 |
Current Report of Foreign Issuer - 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 21, 2013 Commission File Number: 001-34990 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China (Address of principal executive offices) Indicate b |
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| May 21, 2013 |
Bona Reports First Quarter 2013 Financial Results Exhibit 99.1 Bona Reports First Quarter 2013 Financial Results BEIJING — May 16, 2013 — Bona Film Group Limited (“Bona” or the “Company”) (NASDAQ: BONA), a leading film distributor and vertically integrated film company in China, today announced its unaudited financial results for the first quarter ended March 31, 2013. “I am pleased with our financial and operational performance in the first quar |
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| April 29, 2013 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F of Bona Film Group Limited (the “Company”) for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Yu, Chief Executive Officer of the Company, certify, pursu |
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| April 29, 2013 |
Exhibit 4.21 CITIC BANK INTERNATIONAL Our Ref No. WBG/12/1040 3 August 2012 Bona Film Group Limited 11/F., Guanhu Garden 3, 105 Yao Jia Yuan Road, ChaoYang District, Beijing, The People’s Republic of China. Attention: Mr. Yu Dong Dear Sirs, FACILITY LETTER CITIC Bank International Limited (the “Bank”) is pleased to inform you that it will consider requests made by the Borrower specified below for |
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| April 29, 2013 |
MODIFICATION TO THE LOAN AGREEMENT Exhibit 4.17 MODIFICATION TO THE LOAN AGREEMENT Borrower: BONA ENTERTAINMENT COMPANY LIMITED 11/F, Guan Hu Garden 3 105 Yao Jla Yuan Road, Chaoyang District, Beijing 100025 Lender: East West Bank Loan Servicing Department 9300 Flair Drive, 6th Floor El Monte, CA 91731 This MODIFICATION TO THE LOAN AGREEMENT is attached to and by this reference is made a part of the Business Loan Agreement (Loan #3 |
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| April 29, 2013 |
Exhibit 15.2 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 Date: April 29, 2013 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, People’s Republic of China Dear Sir/Madam: We hereby consent to the use of our name under the c |
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| April 29, 2013 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Amy Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| April 29, 2013 |
Exhibit 4.9 Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of May 23, 2011 in Beijing: (1) Beijing Bona New World Media Technology Co., Ltd. (the “Lender”), an enterprise organized and existing under the laws of the People’s Republic of China (the “PRC”), with its address at Room B-209-6, No.2 building, No.1 Nongda South Road, Hai |
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| April 29, 2013 |
Exhibit 4.22 CITIC Bank International (China) Co., Ltd. As an issuing bank of Standby Letter of Credit And Bona Film Group Co., Ltd. As an applicant of Standby Letter of Credit Standby Letter of Credit Issuance Agreement No: CBI2012/W015L 1 This Standby Letter of Credit Issuance Agreement (this “Agreement”) is made and entered into by and between the Parties below on August 13, 2012: (1) CITIC Ban |
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| April 29, 2013 |
Exhibit 4.20 COMMERCIAL GUARANTY Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor El Monte, CA 91731 Guarantor: Bona International Film Group Limited Unit 215, 2nd Floor, Inno Centre Hong Kong CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guara |
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| April 29, 2013 |
Exhibit 4.18 PROMISSORY NOTE Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 Principal Amount: $20,000,000.00 Date of Note: November 20, 2012 PROMISE TO PAY. BONA ENTERTAINMENT COMPANY LIMITED (“Borrower”) promises to pay to East West Bank (“Lender”), or order, in |
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| April 29, 2013 |
Exhibit 4.16 BUSINESS LOAN AGREEMENT Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 THIS BUSINESS LOAN AGREEMENT dated November 20, 2012, is made and executed between BONA ENTERTAINMENT COMPANY LIMITED (“Borrower”) and East West Bank (“Lender”) on the following t |
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| April 29, 2013 |
EX-4.12 3 a2214622zex-412.htm EX-4.12 Exhibit 4.12 Schedule of Material Differences between: · Form of Fixed Assets Loan Contract between Industrial and Commercial Bank and China, Dongcheng Branch (“ICBC”) and Bona Film Group Co., Ltd. (PRC) filed as Exhibit 10.9 to Registration on Form F-1 (File No. 333-170657) (“ICBC Loan 2009 Form”), and · Form of Fixed Assets Loan Contract between ICBC and Bon |
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| April 29, 2013 |
Exhibit 4.19 COMMERCIAL SECURITY AGREEMENT Grantor: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 THIS COMMERCIAL SECURITY AGREEMENT dated November 20, 2012, is made and executed between BONA ENTERTAINMENT COMPANY LIMITED (“Grantor”) and East West Bank (“Lender”). GRANT O |
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| April 29, 2013 |
Deposit Pledge Agreement CITIC Bank International (China) Co., Ltd. Execution Date: August 13, 2012 Exhibit 4.23 Deposit Pledge Agreement CITIC Bank International (China) Co., Ltd. Execution Date: August 13, 2012 Table of Contents Clause Title Page 1. DEFINITIONS AND INTERPRETATION 2 2. PLEDGE 3 3. DELIVERY OF DEPOSIT, NOTICE, APPROVAL, AND REGISTRATION 3 4. REPRESENTATIONS AND WARRANTIES 4 5. COVENANTS 4 6. EUNFORCEMENT OF THE PLEDGE 5 7. AUTHORIZATION 6 8. FEES AND EXPENSES 6 9. INDEPENDENCE O |
