F-6 1 a10-12579_6f6.htm F-6

 

As filed with the Securities and Exchange Commission on December 2, 2010

 

Registration No. 333-              

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM F-6

 

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

 

For American Depositary Shares Evidenced by American Depositary Receipts

 


 

BONA FILM GROUP LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A
(Translation of issuer’s name into English)

 

Cayman Islands
(Jurisdiction of incorporation or organization of issuer)

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

 

60 Wall Street

New York, N.Y. 10005
(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 


 

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017
(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
(+852) 2514-7600

Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
+44-20-7532-1000

 

It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. 
x

 

CALCULATION OF REGISTRATION FEE

 

Title of each class
of Securities to be registered

 

Amount to be registered

 

Proposed
maximum aggregate price per unit (1)

 

Proposed
maximum aggregate offering price (2)

 

Amount of
registration fee

 

American Depositary Shares evidenced by American Depositary Receipts, each two American Depositary Share representing one ordinary share, par value $0.0005 each, of Bona Film Group Limited

 

100,000,000 American Depositary Shares

 

$

0.05

 

$

5,000,000

 

$

356.50

 

 


(1)                     For the purpose of this table only the term “unit” is defined as one American Depositary Share.

(2)                     Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

 

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 


 

 

 



 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt” or “American Depositary Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement and is incorporated herein by reference.

 

Item - 1. Description of Securities to be Registered

 

Cross Reference Sheet

 

Item Number and Caption

 

Location in Form of Receipt
Filed Herewith as Prospectus

 

 

 

1. Name and address of depositary

 

Face of American Depositary Receipt, Introductory paragraph

 

 

 

2. Title of American Depositary Receipts and identity of deposited securities

 

Face of American Depositary Receipt, top center

 

 

 

Terms of Deposit:

 

 

 

 

 

(i)  The amount of deposited securities represented by one unit of American Depositary Receipts

 

Face of American Depositary Receipt, upper right corner

 

 

 

(ii)  The procedure for voting, if any, the deposited securities

 

Articles 14 and 15

 

 

 

(iii)  The collection and distribution of dividends

 

Articles 2, 9, 13, 14 and 21

 

 

 

(iv)  The transmission of notices, reports and proxy soliciting material

 

Articles 12, 14, 15 and 21

 

 

 

(v)  The sale or exercise of rights

 

Articles 2, 6, 9, 13 and 21

 

 

 

(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization

 

Articles 3, 4, 6, 8, 9 and 16

 

 

 

(vii)  Amendment, extension or termination of the deposit agreement

 

Articles 19, 20 and 21

 

 

 

(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

 

Articles 12

 

 

 

(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

 

Articles 2, 4, 6 and 22

 

 

 

(x)  Limitation upon the liability of the depositary

 

Articles 15, 17 and 18

 

 

 

3. Fees and Charges

 

Article 9

 

2



 

Item - 2.  Available Information

 

Public Reports furnished by issuer

 

Article 12

 

Bona Film Group Limited is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary.

 

3



 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item - 3. Exhibits

 

a.                                      Form of Deposit Agreement by and among Bona Film Group Limited (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt. — Filed herewith as Exhibit (a).

 

b.                                      Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. - Not Applicable.

 

c.                                       Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not Applicable.

 

d.                                      Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered. - Filed herewith as Exhibit (d).

 

e.                                       Certification under Rule 466. - Not Applicable.

 

f.                                        Powers of attorney for certain officers and directors of the Company. -  Set forth on the signature pages hereto.

 

Item - 4.  Undertakings

 

(a)                                 The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)                                 If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, United States of America, on December 2, 2010.

 

 

 

Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for Ordinary Shares, par value $0.0005 per share, of Bona Film Group Limited

 

 

 

 

 

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY

 

 

 

 

By:

/s/ Chris Konopelko

 

Name:

Chris Konopelko

 

Title:

Vice-President

 

 

 

 

By:

/s/ James Kelly

 

Name:

James Kelly

 

Title:

Vice-President

 

5



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Bona Film Group Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on December 2, 2010.

 

 

 

BONA FILM GROUP LIMITED

 

 

 

 

 

 

 

By:

/s/ Dong Yu

 

Name:

Dong Yu

 

Title:

Chief Executive Officer

 

6



 

POWER OF ATTORNEY

 

We, the undersigned directors and officers of Bona Film Group Limited hereby severally constitute and appoint Dong Yu and Liang Xu, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the United States Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on December 2, 2010.

 

Signature

 

Title

 

 

 

/s/ Dong Yu

 

Chairman of the Board of Directors and Chief Executive Officer

Dong Yu

 

(principal executive officer)

 

 

 

/s/ Nansun Shi

 

Director

Nansun Shi

 

 

 

 

 

/s/ David Su

 

Director

David Su

 

 

 

 

 

/s/ Hai Yu

 

Director

Hai Yu

 

 

 

 

 

/s/ Tim T. Gong

 

Director

Tim T. Gong

 

 

 

 

 

/s/ Glen Sun

 

Director

Glen Sun

 

 

 

 

 

/s/ Jeffrey Chan

 

Director

Jeffrey Chan

 

 

 

 

 

/s/ Liang Xu

 

Chief Financial Officer

Liang Xu

 

(principal financial and accounting officer)

 

7



 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Bona Film Group Limited, has signed this Registration Statement in New York, New York, United States of America, on December 2, 2010.

 

 

 

By:

 

 

 

/s/ Erica Stovall

 

Name: Erica Stovall

 

Title: Assistant, Law Debenture Corporate Services Inc.,
New York

 

8



 

INDEX TO EXHIBITS

 

Exhibit

 

 

Number

 

Exhibit

 

 

 

(a)

 

Form of Deposit Agreement.

 

 

 

(d)

 

Opinion of White & Case LLP, counsel to the Depositary, as to legality of the securities to be registered.

 

9