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.

1211 Avenue of the Americas

New York, New York 10036

(212) 852-7214

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Sam Zucker, Esq.

O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, California 94025

(650) 473-2600

June 19, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, of Bona Film Group Limited, each representing two Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Names of reporting persons News America Incorporated
(2)	Check the appropriate box if a member of a group (see instructions)     (a)    ¨     (b)    x
(3)	SEC use only
(4)	Source of funds (see instructions)     AF
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
(6)	Citizenship or place of organization      State of Delaware
Number of shares beneficially owned by each reporting person with:		(7)	Sole voting power     6,050,067 Ordinary Shares
		(8)	Shared voting power     0
		(9)	Sole dispositive power     6,050,067 Ordinary Shares
		(10)	Shared dispositive power     0
(11)	Aggregate amount beneficially owned by each reporting person     6,050,067 Ordinary Shares
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
(13)	Percent of class represented by amount in Row (11)     Approximately 19.9%1
(14)	Type of reporting person (see instructions)     CO

¹  This percentage is calculated based on 30,402,346 ordinary shares, par value US$0.0005 per share, of Bona Film Group Limited issued and outstanding as of December 31, 2012, as reported in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012.

(1)	Names of reporting persons Twenty-First Century Fox, Inc. (formerly known as News Corporation)
(2)	Check the appropriate box if a member of a group (see instructions)     (a)  ¨     (b)  x
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
(6)	Citizenship or place of organization      State of Delaware
Number of shares beneficially owned by each reporting person with:		(7)	Sole voting power     6,050,067 Ordinary Shares
		(8)	Shared voting power     0
		(9)	Sole dispositive power     6,050,067 Ordinary Shares
		(10)	Shared dispositive power     0
(11)	Aggregate amount beneficially owned by each reporting person     6,050,067 Ordinary Shares
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
(13)	Percent of class represented by amount in Row (11)     Approximately 19.9%2
(14)	Type of reporting person (see instructions)     CO

²  This percentage is calculated based on 30,402,346 ordinary shares, par value US$0.0005 per share, of Bona Film Group Limited issued and outstanding as of December 31, 2012, as reported in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012.

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This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the ordinary shares, par value US$0.0005 per share (“Ordinary Shares”), of Bona Film Group Limited, a Cayman Islands company. This Amendment amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on May 30, 2012 (the “Original Statement”) by NCIH, Inc., a Delaware corporation, and News Corporation, a Delaware corporation now known as “Twenty-First Century Fox, Inc.” Only those items in the Original Statement amended by this Amendment are reported herein. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Original Statement.

This Amendment is filed in connection with the transfer on June 19, 2013 by NCIH LLC, a Delaware limited liability company and successor-in-interest to NCIH, Inc., of 6,050,067 Ordinary Shares to News America Incorporated, a Delaware corporation and a wholly-owned subsidiary of Twenty-First Century Fox, Inc., a Delaware corporation formerly known as “News Corporation.” News America Incorporated was, at the time of the share transfer, the parent company of NCIH LLC.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety to read as follows.

(a) This Statement is being jointly filed by News America Incorporated, a Delaware corporation (“News America Incorporated”), and Twenty-First Century Fox, Inc., a Delaware corporation formerly known as News Corporation (“Twenty-First Century Fox” and together with News America Incorporated, the “Reporting Persons”).

(b) The address of the principal place of business of each Reporting Person is 1211 Avenue of the Americas, New York, New York 10036.

(c) News America Incorporated is a wholly-owned subsidiary of Twenty-First Century Fox. Following the separation of its business into two independent publicly-traded companies on June 28, 2013 (the “Separation”), Twenty-First Century Fox, formerly known as “News Corporation,” continues to operate its media and entertainment businesses, which are comprised of a portfolio of cable, broadcast, film, pay-TV and satellite assets. News America Incorporated is principally engaged in conducting certain operations of Twenty-First Century Fox.

In accordance with the provisions of General Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended (the “Act”), information concerning each executive officer and director of each Reporting Person required by Item 2 of Schedule 13D is set forth in Schedule A attached to this Statement and is incorporated by reference herein.

(d) During the last five years, none of the Reporting Persons or any of the persons named in Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or any of the persons named in Schedule A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of News America Incorporated and Twenty-First Century Fox is a Delaware corporation. The citizenship of each executive officer and director of each Reporting Person is set forth in Schedule A hereto and is incorporated by reference herein.

Neither the filing of this Statement nor anything contained herein shall be construed as an admission that (i) any Reporting Person constitutes a “person” for any purpose other than Section 13(d) of the Act or (b) any combination of the Reporting Persons constitutes a “group” for any purpose. Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.

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Item 4. Purpose of Transaction.

Item 4 is hereby amended to add to the end thereof the following paragraphs.

“On June 18, 2013, NCIH, Inc., a Delaware corporation which purchased 6,050,067 Ordinary Shares from the Selling Shareholder, was converted into a limited liability company formed under the laws of the State of Delaware under the name “NCIH LLC” (“NCIH LLC”) pursuant to (i) the Certificate of Conversion to Limited Liability Company of NCIH, Inc., a Delaware corporation, to NCIH LLC, a Delaware limited liability company, filed with the Secretary of State of the State of Delaware on June 18, 2013, and (ii) the Certificate of Formation of NCIH LLC filed with the Secretary of State of the State of Delaware on June 18, 2013. NCIH LLC was a wholly-owned subsidiary of News America Incorporated.

On June 19, 2013, NCIH LLC and News America Incorporated entered into an Instrument of Transfer, pursuant to which NCIH LLC transferred to News America Incorporated 6,050,067 Ordinary Shares, which represent approximately 19.9% of the total number of Ordinary Shares issued and outstanding as of December 31, 2012, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012. News America Incorporated, the Issuer, the Founder and the Selling Shareholder entered into a Joinder Agreement, effective as of June 19, 2013, pursuant to which News America Incorporated became an “Investor” party to the Investor Rights Agreement.

In connection with and as part of an internal reorganization to facilitate the Separation, News America Incorporated transferred all of the outstanding interests in NCIH LLC to the new News Corporation, and following the Separation, NCIH LLC is no longer a subsidiary of the Reporting Persons.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows.

“(a) As of June 19, 2013, NCIH, Inc. no longer owns any Ordinary Shares. As of June 19, 2013, News America Incorporated owns 6,050,067 Ordinary Shares, which represent approximately 19.9% of the total number of Ordinary Shares issued and outstanding as of December 31, 2012, as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012. Twenty-First Century Fox owns all of the outstanding shares of capital stock of News America Incorporated. Each of News America Incorporated and Twenty-First Century Fox hereby expressly disclaims beneficial ownership of the 6,050,067 Ordinary Shares that may be deemed beneficially owned by the other Reporting Person and expressly disclaims membership in a “group” within the meaning of Section 13(d)(3) of the Act with each other.

As a result of the transactions described in this Statement, the Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act with the Founder and the Selling Shareholder with respect to the matters described in Item 4 of this Statement. Each Reporting Person hereby expressly disclaims beneficial ownership of any Ordinary Shares legally or beneficially owned by the Founder or the Selling Shareholder and expressly disclaims membership in a “group” within the meaning of Section 13(d)(3) of the Act with the Founder and the Selling Shareholder.

(b) Each of News America Incorporated and Twenty-First Century Fox has sole power to dispose, or to direct the disposition of, 6,050,067 Ordinary Shares, and sole power to vote, or to direct the vote of, 6,050,067 Ordinary Shares.

(c) Except as described in this Statement, none of the Reporting Persons or any of the persons named in Schedule A hereto has effected any transactions in the Ordinary Shares or ADSs during the past 60 days.

(d) No other person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares held by the Reporting Persons or ADSs representing such Ordinary Shares.

(e) NCIH, Inc. ceased to be the beneficial owner of more than five percent of the Ordinary Shares as of June 19, 2013.”

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add to the end thereof the following paragraph.

“See Item 4 of this Amendment for a description of the Instrument of Transfer and Joinder Agreement filed as Exhibits 2 and 3, respectively, to this Amendment, which description is incorporated by reference in its entirety in this Item 6.”

Item 7. Material to Be Filed as Exhibits.

1 Joint Filing Agreement dated as of July 11, 2013, by the Reporting Persons

2 Instrument of Transfer dated as of June 19, 2013, by and between NCIH LLC and News America Incorporated

3 Joinder Agreement dated as of June 19, 2013, by and among News America Incorporated, Bona Film Group Limited, Mr. Dong Yu and Skillgreat Limited

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	News America Incorporated
Dated: July 11, 2013	By:	/s/ Janet L. Nova
	Name: Janet L. Nova
	Title: Executive Vice President and Deputy General Counsel

Twenty-First Century Fox, Inc.
By:	/s/ Janet L. Nova
Name: Janet L. Nova
Title: Executive Vice President, Deputy Group General Counsel

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INDEX TO EXHIBITS

Exhibit Number	Document
1	Joint Filing Agreement dated as of July 11, 2013, by the Reporting Persons
2	Instrument of Transfer dated as of June 19, 2013, by and between NCIH LLC and News America Incorporated
3	Joinder Agreement dated as of June 19, 2013, by and among News America Incorporated, Bona Film Group Limited, Mr. Dong Yu and Skillgreat Limited

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SCHEDULE A

Schedule A is hereby amended and restated in its entirety to read as follows.

NEWS AMERICA INCORPORATED

The name and present principal occupation or employment of the directors and executive officers of News America Incorporated are set forth below. Unless otherwise indicated below, the current business address of each director and executive officer is 1211 Avenue of the Americas, New York, New York 10036.

Name	Present Principal Occupation or Employment	Citizenship
K. Rupert Murdoch	Director	USA
Chase Carey	Chairman and Chief Executive Officer	USA
John P. Nallen	Director, Senior Executive Vice President and Chief Financial Officer	USA

TWENTY-FIRST CENTURY FOX, INC.

The name and present principal occupation or employment of the directors and executive officers of Twenty-First Century Fox, Inc. are set forth below. Unless otherwise indicated below, the current business address of each director and executive officer is 1211 Avenue of the Americas, New York, New York 10036.

Name	Present Principal Occupation or Employment	Citizenship
K. Rupert Murdoch	Chairman and Chief Executive Officer	USA
Delphine Arnault	Director	France
James W. Breyer	Director	USA
Chase Carey	Deputy Chairman, President and Chief Operating Officer	USA
David DeVoe	Director	USA
Viet Dinh	Director	USA
Sir Roderick I. Eddington	Director	Australia
James R. Murdoch	Director, Deputy Chief Operating Officer and Chairman and CEO, International	USA
Lachlan K. Murdoch	Director	USA
Jacques Nasser	Director	Australia/USA
Robert Silberman	Director	USA
Álvaro Uribe	Director	Colombia
John P. Nallen	Senior Executive Vice President and Chief Financial Officer	USA
Gerson Zweifach	Senior Executive Vice President and Group General Counsel	USA

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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. 1 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 Filing Agreement be included as an exhibit to such filing; provided, however, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Joint Filing Agreement as of this 11^th day of July, 2013.

Dated: July 11, 2013

News America Incorporated
By:	/s/ Janet L. Nova
Name: Janet L. Nova
Title: Executive Vice President and Deputy General Counsel

Twenty-First Century Fox, Inc.
By:	/s/ Janet L. Nova
Name: Janet L. Nova
Title: Executive Vice President, Deputy Group General Counsel

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., a Delaware corporation, in accordance with the Certificate of Conversion to Limited Liability Company filed with the Secretary of State of the State of Delaware on June 18, 2013, HEREBY IRREVOCABLY SELLS, ASSIGNS AND TRANSFERS to News America Incorporated, a corporation incorporated under the laws of the State of Delaware with registered office at Corporation Trust Center 1209 Orange St, Wilmington, New Castle, Delaware 19801 (“Transferee”), 6,050,067 ordinary shares (the “Shares”), par value US$0.0005 per share, of Bona Film Group Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), and Transferee hereby accepts the transfer of the Shares and consents to the inclusion of the name of Transferee in the register of members of the Company in respect of the Shares.

Dated: June 19, 2013

NCIH LLC as Transferor
By:	/s/ Janet L. Nova
	Name: Janet L. Nova
	Title: SVP and Deputy General Counsel

NEWS AMERICA INCORPORATED as Transferee
By:	/s/ Janet L. Nova
	Name: Janet L. Nova
	Title: SVP and Deputy General Counsel

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. Dong Yu, an individual (the “Founder”), and Skillgreat Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by the Founder (“Skillgreat Limited”). Each of the parties hereto shall be referred to hereinafter as a “Party” and collectively, the “Parties”.

WHEREAS, the Investor Rights Agreement dated as of May 21, 2012, by and among the Company, NCIH, Inc., a corporation incorporated under the laws of the State of Delaware (“NCIH”), as the “Investor” party thereto, the Founder and Skillgreat Limited (the “Investor Rights Agreement”), provides the Transferor with certain rights and obligations with respect to the Ordinary Shares (as defined therein);

WHEREAS, NCIH was converted into a limited liability company formed under the laws of the State of Delaware with the name of NCIH LLC (“Transferor”) pursuant to a Certificate of Conversion to Limited Liability Company filed with the Secretary of State of the State of Delaware on June 18, 2013; and

WHEREAS, the New Shareholder and the Transferor have entered into an Instrument of Transfer dated as of the date hereof (the “Instrument of Transfer”), pursuant to which the New Shareholder has acquired from the Transferor, and become the record owner of, all of the Ordinary Shares held by the Transferor;

NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.01. Definitions.

“Constitutional Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

“Contract” means, as to any Person, a contract, agreement, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“Encumbrance” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.

“Securities Law” means the Securities Act, the Exchange Act, the listing rules of, or any listing agreement with, NASDAQ and any other applicable Law regulating securities or takeover matters.

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Investor Rights Agreement.

SECTION 1.02. Joinder. The Parties hereby acknowledge, agree and confirm that, effective upon the date of this Joinder (the “Effective Time”), the New Shareholder shall become a party to the Investor Rights Agreement as the “Investor” party thereto such that (i) this Joinder and the Investor Rights Agreement, taken together, shall be deemed to constitute one and the same instrument, and (ii) the New Shareholder shall, as from the Effective Time, accede to all rights and assume all obligations of the “Investor” party under the Investor Rights Agreement. The New Shareholder hereby agrees to observe, perform and be bound by the terms and conditions applicable to the Investor under the Investor Rights Agreement with effect from the Effective Time.

SECTION 1.03. Representations and Warranties. The New Shareholder hereby represents and warrants to each other Parties as follows:

(a) Organization, Authority and Qualification . The New Shareholder is duly organized and in good standing under the Laws of the State of Delaware. The New Shareholder has all necessary corporate or similar power and authority to enter into this Joinder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the New Shareholder of this Joinder, the performance by the New Shareholder of its obligations hereunder and the consummation by the New Shareholder of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the New Shareholder. This Joinder has been duly executed and delivered by the New Shareholder, and assuming due authorization, execution and delivery by the other Parties of this Joinder, constitutes legal, valid and binding obligations of the New Shareholder, enforceable against the New Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable Securities Laws, and (iv) to the extent Section 5.1 of the Investor Rights Agreement is a non-binding statement of intent by the parties thereto and shall not be enforceable against any of the parties thereto.

(b) Noncontravention. The execution, delivery and performance by the New Shareholder of this Joinder and the consummation of the transactions contemplated hereby, do not and shall not (i) conflict with or violate any provision of the Constitutional Documents of the New Shareholder, (ii) conflict with or violate any applicable Law or any Governmental Order to which the New Shareholder is subject or (iii) conflict with, result in any breach of or creation of

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an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the New Shareholder is a party or by which any the New Shareholder is bound or to which the New Shareholder’s assets or properties are subject, other than, in the case of clause (iii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the New Shareholder’s ability to perform its obligations under this Joinder to which it is a party or consummate the transactions contemplated hereby.

(c) Consents and Approvals. The execution, delivery and performance by the New Shareholder of this Joinder and the consummation of the transactions contemplated hereby do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (collectively, the “Authorizations”) to be obtained or made by the New Shareholder, except (i) for such Authorizations as have already been obtained or made by the New Shareholder before the date hereof, and (ii) the filing of Schedule 13D or an amendment thereto by the New Shareholder.

(d) Restricted Securities. The New Shareholder acknowledges and understands that the Ordinary Shares to be received under the Instrument of Transfer have not been registered under the Securities Act and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration under the Securities Act.

(e) Status. The New Shareholder is an Affiliate of the Transferor.

SECTION 1.04. Filing Obligations. The New Shareholder undertakes that the Transferor and the New Shareholder shall file with the SEC, promptly after the Effective Time, a Schedule 13D or an amendment thereto that complies with the requirements of Regulation 13D promulgated under the Exchange Act.

SECTION 1.05. Notices. Any notice required or permitted as to each Party pursuant to this Joinder or the Investor Rights Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to (x) the address of the New Shareholder set forth below or (y) the address of each other Party set forth in Section 7.8 of the Investor Rights Agreement, or in each case at such other address as such Party may designate by ten (10) days’ advance written notice to the other Parties given in accordance with this Section 1.05. Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused). Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier the notice, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused). Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

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If to the New Shareholder:

1211 Avenue of the Americas

New York, New York 10036

Attention: Janet Nova

Facsimile: +1 (212) 852-7214

E–mail: jnova@newscorp.com

with copies to (which shall not constitute notice):

O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, CA 94025

Attention: Sam Zucker, Esq.

Facsimile: +1 (650) 473-2601

E–mail: szucker@omm.com

SECTION 1.06. Governing Law. This Joinder shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflicts of Laws thereunder.

SECTION 1.07. Dispute Resolution. The provisions of Section 7.10 of the Investor Rights Agreement shall apply to any dispute arising out of or relating to this Joinder, or the interpretation, breach, termination, validity or invalidity thereof.

SECTION 1.08. Counterparts. This Joinder may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 1.09. Survival. The Parties acknowledge and agree that, for the avoidance of doubt, no agreement, covenant or other obligation under the Investor Rights Agreement or the Share Purchase Agreement that has expired or terminated by its term thereunder prior to the date hereof shall have its term of survival modified, renewed or extended by virtue of this Joinder.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Joinder to be duly executed by their respective authorized signatories as of the date first written above.

NEW SHAREHOLDER:
NEWS AMERICA INCORPORATED
By:	/s/ Janet L. Nova
	Name: Janet L. Nova
	Title: SVP and Deputy General Counsel

[SIGNATURE PAGE TO JOINDER]

IN WITNESS WHEREOF, the Parties have caused this Joinder to be duly executed by their respective authorized signatories as of the date first written above.

SKILLGREAT LIMITED:
SKILLGREAT LIMITED
By:	/s/ Dong Yu
	Name: Dong Yu
	Title: Authorized Signatory

FOUNDER:
	/s/ Dong Yu
	Dong Yu

COMPANY:
BONA FILM GROUP LIMITED
By:	/s/ Dong Yu
	Name: Dong Yu
	Title: Chairman and Chief Executive Officer

[SIGNATURE PAGE TO JOINDER]