SC 13D/A

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 Republic of China +86 (10) 5631 0700 With a copy to: Chris Lin Simpson Thacher & Bartlett
ICBC Tower, 3 Garden Road, 35th Floor
Hong Kong
+852-2514-7622

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

July 13, 2014

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 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, 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)

CUSIP No. 0977B107
1.	Names of Reporting Persons Skillgreat Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)				(a) o
					(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)			o
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 9,195,356.51 ordinary shares. Dong Yu may also be deemed to have sole voting power with respect to such shares.
		8.	Shared Voting Power N/A
		9.	Sole Dispositive Power 9,195,356.51 ordinary shares. Dong Yu may also be deemed to have sole dispositive power with respect to such shares.
		10.	Shared Dispositive Power N/A
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,195,356.51 ordinary shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x
13.	Percent of Class Represented by Amount in Row (11) 29.3%2
14.	Type of Reporting Person (See Instructions) CO
	1              Based on (i) 9,330,992 Ordinary Shares held by Skillgreat Limited as record holder after the closing of all the transactions described in this Amendment (including 138,850 Ordinary Shares underlying options that have been issued to Skillgreat Limited on behalf of Dong Yu) less (ii) 194,345 Ordinary Shares held by Skillgreat Limited on behalf of others), plus (iii) 58,709.5 Ordinary Shares represented by 117,419 ADSs held by Skillgreat Limited as of July 23, 2014.  Skillgreat Limited is wholly owned by Vantage Global Holdings Ltd, which is wholly owned by Dong Yu. 2              Based on 31,402,346 Ordinary Shares outstanding as of July 13, 2014 (as provided by the Issuer).

CUSIP No. 0977B107
1.	Names of Reporting Persons Vantage Global Holdings Ltd
2.	Check the Appropriate Box if a Member of a Group (See Instructions)				(a) o
					(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)			o
6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 9,222,347.53 ordinary shares. Dong Yu may also be deemed to have sole voting power with respect to such shares
		8.	Shared Voting Power N/A
		9.	Sole Dispositive Power 9,222,347.53 ordinary shares. Dong Yu may also be deemed to have sole dispositive power with respect to such shares
		10.	Shared Dispositive Power N/A
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,222,347.53 ordinary shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x
13.	Percent of Class Represented by Amount in Row (11) 29.4%4
14.	Type of Reporting Person (See Instructions) CO
	3              Based on (i) 9,330,992 Ordinary Shares held by Skillgreat Limited as record holder after the closing of all the transactions described in this Amendment (including 138,850 Ordinary Shares underlying options that have been issued to Skillgreat Limited on behalf of Dong Yu), less (ii) 194,345 Ordinary Shares held by Skillgreat Limited on behalf of others, plus (iii) 26,991 Ordinary Shares underlying options granted to Vantage Global Holdings Ltd, plus (iii) 58,709.5 Ordinary Shares represented by 117,419 ADSs held by Skillgreat Limited as of July 23, 2014. Skillgreat Limited is wholly owned by Vantage Global Holdings Ltd, which is wholly owned by Dong Yu. 4              Based on 31,402,346 Ordinary Shares outstanding as of July 13, 2014 (as provided by the Issuer).

CUSIP No. 0977B107
1.	Names of Reporting Persons Dong Yu
2.	Check the Appropriate Box if a Member of a Group (See Instructions)				(a) o
					(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)			o
6.	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 10,075,188.55 ordinary shares. Skillgreat Limited may also be deemed to have sole voting power with respect to such shares.
		8.	Shared Voting Power N/A
		9.	Sole Dispositive Power 10,075,188.55 ordinary shares. Skillgreat Limited may also be deemed to have sole dispositive power with respect to such shares.
		10.	Shared Dispositive Power N/A
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,075,188.5 5  ordinary shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			x
13.	Percent of Class Represented by Amount in Row (11) 32.1 %6
14.	Type of Reporting Person (See Instructions) IN
	5              Based on (i) 9,330,992 Ordinary Shares held by Skillgreat Limited as record holder after the closing of all the transactions described in this Schedule 13D (including 138,850 Ordinary Shares underlying options that have been issued to Skillgreat Limited on behalf of Dong Yu), less (ii) 194,345 Ordinary Shares held by Skillgreat Limited on behalf of others, plus (iii) 26,991 Ordinary Shares underlying options granted to Vantage Global Holdings Ltd, plus (iv) 852,841 Ordinary Shares underlying outstanding options granted to Dong Yu directly, plus (v) 58,709.5 Ordinary Shares represented by 117,419 ADSs held by Skillgreat Limited as of July 23, 2014. 6              Based on 31,402,346 Ordinary Shares outstanding as of July 13, 2014 (as provided by the Issuer).

This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed jointly by Dong Yu (the “Founder”), Vantage Global Holdings Ltd (“Vantage”) and Skillgreat Limited (“Skillgreat”, and together with the Founder and Vantage, the “Reporting Persons”) relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented by two American depositary shares (the “ADSs”), of Bona Film Group Limited (the “Issuer”), an exempted company organized under the laws of the Cayman Islands. This Amendment amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2012 (as amended by Amendment No. 1 filed with the SEC on October 9, 2013, the “Original Statement”) by the Reporting Persons. Only those items in the Original Statement amended by this Amendment are reported herein. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding at the end thereof the following paragraphs:

“The information set forth in Items 4 and 6 of this Schedule 13D is incorporated by reference in this Item 3.

To finance the purchase of the Fox Shares (as defined below), Skillgreat used a combination of the proceeds from (i) the sale of Fosun Shares (as defined below) under the Fosun Share Purchase Agreement (as defined below) for an aggregate purchase price of US$49,157,926.80 (the “Fosun Aggregate Purchase Price”), and (ii) a term loan in an aggregate principal amount of US$22,232,863.80 (the “Loan Principal Amount”) granted by Fosun International Holdings Limited., an affiliate of Fosun (as defined below) (the “Lender”) pursuant to the Loan Agreement (as defined below).

On July 13, 2014, the Founder, Skillgreat, Fidelidade – Companhia de Seguros, S.A., a company incorporated under the laws of Portugal (the “Investor”) and Fosun International Limited, a company incorporated under the laws of Hong Kong (“Fosun”) entered into a share purchase agreement (the “Fosun Share Purchase Agreement”). Under the terms of the Fosun Share Purchase Agreement, Skillgreat agreed to sell to the Investor, and the Investor agreed to purchase, an aggregate of 4,165,926 Ordinary Shares (the “Fosun Shares”) at a price of US$11.80 per share (equivalent to US$5.90 per ADS), equal to the Fosun Aggregate Purchase Price. The closing under the Fosun Share Purchase Agreement occurred on July 24, 2014 (the “Closing Date”).

On July 23, 2014, the Founder, Skillgreat and the Lender entered into a loan agreement (the “Loan Agreement”), pursuant to which the Lender agreed to make  a term loan to Skillgreat in the Loan Principal Amount, bearing interest at a rate of 4.5% per annum. The Loan has an initial term of one year, which can be extended for six months at the election of Skillgreat. Skillgreat’s obligations under the Loan Agreement are guaranteed by the Founder and secured by an equitable share mortgage pursuant to an equitable share mortgage agreement entered into on July 23, 2014 by and between Skillgreat and the Lender (the “Share Mortgage Agreement”). Pursuant to the terms of the Share Mortgage Agreement, Skillgreat agreed to initially mortgage in favor of the Lender all of its right, title and interest in and to 2,250,711 Ordinary Shares owned by it. In addition, in the event that the listed ADS market price on the NASDAQ Global Select Market falls below a certain threshold, Skillgreat will be obligated to mortgage an additional number of Ordinary Shares such that the value of the collateral, calculated by reference to the volume weighted average closing price over the twenty (20) trading days immediately preceding the date of such new mortgage, is at least 1.25 times the Aggregate Principal Amount outstanding at such time. In the even that an Event of Default (as defined under the Loan Agreement) has occurred and is continuing, the Lender may, among other things, declare all unpaid Loan Principal Amount plus all accrued and unpaid interest, due and payable, and/or exercise its right under the Share Mortgage Agreement, including its rights of enforcement of the collateral.  References to the Loan Agreement and the Share Mortgage Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the full text of the Loan Agreement and the Share Mortgage Agreement, which are filed hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and which are incorporated herein by reference.”

Item 4.  Purpose of Transaction

Item 4 is hereby amended by adding at the end thereof the following paragraphs:

“The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in this Item 4

On July 13, 2014, the Founder, Skillgreat and 21st Century Fox America, Inc., a corporation incorporated under the laws of the State of Delaware (“Fox”), entered into a Stock Purchase Agreement (the “Fox Share Purchase Agreement”).  Under the terms of the Fox Share Purchase Agreement, Skillgreat agreed to purchase from Fox an aggregate of 6,050,067 Ordinary Shares (the “Fox Shares”) for a price of US$11.80 per share (equivalent to US$5.90 per ADS), equal to an aggregate purchase price of US$71,390,790.60. The closing of the transactions contemplated under the Fox Share Purchase Agreement (the “Fox Closing”) occurred on July 23, 2014.

Pursuant to the terms of the Fosun Share Purchase Agreement, the Founder and Skillgreat agreed, for as long as Fosun beneficially owns at least 5% of the total issued and outstanding Ordinary Shares on a fully-diluted basis, to use their best efforts to support the election and re-election of an individual designated by the Investor to the board of directors of the Issuer (the “Board”) and to one or more committees of the Board, subject to applicable legal limitations.

Under the Fosun Share Purchase Agreement, Fosun and the Investor agreed to exercise commercially reasonable efforts to assist the Company with respect to certain business activities and relationships.

On June 10, 2014, Skillgreat entered into a 10b5-1 stock trading plan (the “Stock Trading Plan”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”) pursuant to which Credit Suisse was appointed by Skillgreat to sell on behalf of Skillgreat up to an aggregate of 1,000,000 ADSs, commencing from June 30, 2014 and ending June 30, 2015. The sale of ADSs pursuant to the Stock Trading Plan will also be subject to all limitations, including  manner of sale and volume limitations, under Rule 144 under the Securities Act of 1933, as amended.  As of  July 23, 2014, Skillgreat has sold an aggregate of 482,581 ADSs under the Stock Trading Plan. References to the Stock Trading Plan set forth herein are not intended to be complete and are qualified in their entirety by reference to the full text of the Stock Trading Plan, which is filed hereto as Exhibit 99.5.”

Item 5.  Interest in Securities of the Issuer

The first and second paragraphs of Item 5 is hereby amended and restated as follows:

“(a) and (b) The information set forth in the cover pages of this Schedule 13D is incorporated herein by reference. After the closing of all the transactions described in this Amendment, Skillgreat will be the record owner of 9,330,992 Ordinary Shares, which includes (i) 138,850 Ordinary Shares underlying options that have been issued to Skillgreat on behalf of the Founder, and (ii) 194,345 Ordinary Shares held by Skillgreat Limited for other persons. The Reporting Persons expressly disclaim beneficial ownership of the 194,345 Ordinary Shares held by Skillgreat on behalf of others.

The Reporting Persons may be deemed to be members of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with the Investor and Fosun with respect to the matters described in Item 4 and 6 of this Schedule 13D.  As of July 24, 2014, Fosun and the Investor beneficially owned 6,517,085 Ordinary Shares, representing approximately 20.8% of the issued and outstanding Ordinary Shares. Each Reporting Person hereby disclaims beneficial ownership of the Ordinary Shares beneficially owned by Fosun and the Investor. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Ordinary Shares of the Issuer that are beneficially owned by the Investor or Fosun or is a member of any a group with the Investor or Fosun”

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

Item 6 is hereby amended to add at the end thereof the following paragraphs:

“The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference in this Item 6

Under the Fosun Share Purchase Agreement, each of the Founder, Skillgreat and the Investor has agreed that he or it shall not, during the six months after the Closing Date, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares, except the Founder and Skillgreat may dispose of ADSs or Ordinary Shares pursuant to any trading plan established prior to the date of the Fosun Share Purchase Agreement pursuant to Rule 10b5-1 of the Exchange Act. In addition, the Founder granted Fosun a right of first refusal with respect to any voluntary sale of Ordinary Shares beneficially owned by the Founder after he is no longer employed by the Company and is no longer a director of the Board due to certain reasons, subject to certain exceptions.  Such right of first refusal will terminate as soon as Fosun beneficially owns less than 5% of the total issued and outstanding Ordinary Shares on a fully-diluted basis.

Under the Fosun Share Purchase Agreement, Fosun and the Investor agreed to support the appointment of the Founder as the chief executive officer and the chairman of the Board and the exercise by the Founder, as chief executive officer, of management power with respect to the Company, including without limitation supporting the appointment of senior officers nominated by the Founder.  In addition, Fosun and the Investor agreed to use their commercially reasonable efforts to support the future debt and equity financing activities of the Company.  With respect to any financing proposals, Fosun (i) will advise each director on the Board nominated by it or any of its affiliates to vote in the same manner as the Founder, and (ii) will cause all voting securities of the Issuer held or beneficially owned by it to be voted, in the same manner as Skillgreat, which manner shall be, in the Founder’s best judgment, commercially reasonable to the Company. References to the Fosun Share Purchase Agreement set forth in this Amendment are not intended to be complete and are qualified in their entirety by reference to the full text of the Fosun Share Purchase Agreement, which is filed hereto as Exhibit 99.2, and which is incorporated herein by reference.

Under the Fox Share Purchase Agreement, the parties agreed, subject to consent by the Issuer, to terminate the Investor Rights Agreement (as amended) effective upon the Fox Closing, except that the registration rights provided therein will survive such termination (the “Termination”).  In addition, Fosun agreed, subject to consent by the Issuer, to assign such registration rights to Skillgreat, effective immediately following the Fox Closing (the “Assignment”). The Issuer consented in writing to the Termination and the Assignment on July 17, 2014.  References to the Fox Share Purchase Agreement set forth in this Amendment are not intended to be complete and are qualified in their entirety by reference to the full text of the Fox Share Purchase Agreement, which is filed hereto as Exhibit 99.1, and which is incorporated herein by reference.”

Item 7.  Material to be Filed as Exhibits

Exhibit Number	Description of Exhibits
99.1	Stock Purchase Agreement by and among Mr. Dong Yu, Skillgreat Limited and 21st Century Fox America, Inc. dated July 13, 2014
99.2	Share Purchase Agreement by and among Mr. Dong Yu, Skillgreat Limited, Skillgreat, Fidelidade – Companhia de Seguros, S.A. and Fosun International Limited dated July 13, 2014
99.3	Loan Agreement by and among Mr. Dong Yu, Skillgreat Limited and Fosun International Holdings Limited dated July 23, 2014
99.4	Equitable Share Mortgage by and between Skillgreat Limited and Fosun International Holdings Limited dated July 23, 2014
99.5	Stock Trading Plan by and between Skillgreat Limited and Credit Suisse Securities (USA) LLC dated June 18, 2014

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.

Date: July 25, 2014

SKILLGREAT LIMITED
By:	/s/ Dong Yu
Name: Dong YU
VANTAGE GLOBAL HOLDINGS LTD
By:	/s/ Dong Yu
Name: Dong YU
Title: Authorized Signatory
Dong Yu
By:	/s/ Dong Yu
Name: Dong YU

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 Representations and Warranties Relating to Seller and the Shares		4
Section 2.01	Organization; Good Standing	4
Section 2.02	Authority; Execution and Delivery; Enforceability	4
Section 2.03	The Shares	4
ARTICLE III Representations and Warranties of Purchaser and Mr. Dong Yu		5
Section 3.01 Organization, Good Standing		5
Section 3.02 Authority; Execution and Delivery; and Enforceability		5
Section 3.03 Securities Act		5
Section 3.04 Restricted Securities		5
Section 3.05 Accredited Investor		5
Section 3.06 Brokers		5
ARTICLE IV Conditions Precedent		6
Section 4.01 Conditions to Each Party’s Obligation		6
Section 4.02 Conditions to Obligation of Purchaser		6
Section 4.03 Conditions to Obligation of Seller		6
Section 4.04 Frustration of Closing Conditions		6
Section 4.05 Effect of Certain Waivers of Closing Conditions		7
ARTICLE V Termination, Amendment and Waiver		7
Section 5.01 Termination		7
Section 5.02 Effect of Termination		8
Section 5.03 Amendments and Waivers		8
ARTICLE VI Indemnification		8
Section 6.01 Indemnification by Seller		8
Section 6.02 Indemnification by Purchaser		8
Section 6.03 Calculation of Losses		9
Section 6.04 Procedures		9
ARTICLE VII General Provisions		11
Section 7.01 Termination of Investor Rights Agreement		11

i

Section 7.02 Assignment	11
Section 7.03 No Third-Party Beneficiaries	11
Section 7.04 Notices	11
Section 7.05 Interpretation; Exhibits and Schedules; Certain Definitions	13
Section 7.06 Counterparts	15
Section 7.07 Entire Agreement	15
Section 7.08 Severability	15
Section 7.09 Enforcement	15
Section 7.10 Governing Law	16
Section 7.11 Dispute Resolution	16
Section 7.12	16
Section 7.13 WAIVER OF JURY TRIAL	17

ii

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT dated as of July 13, 2014 by and among 21st Century Fox America, Inc., a corporation incorporated under the laws of the State of Delaware, (the “Seller”), Mr. Dong Yu, Chairman and Chief Executive Officer of Bona Film Group Limited, a Cayman Islands exempted company (the “Company”), and Skillgreat Limited, a British Virgin Islands company controlled by Mr. Dong Yu (the “Purchaser”).

Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, an aggregate 6,050,067 ordinary shares of the Company, par value US$0.0005 per share (the “Shares”) upon the terms and subject to the conditions set forth herein.

Accordingly, intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

Purchase and Sale of Shares; Closing

Section 1.01    Purchase and Sale of the Shares.  (a)  On the terms and subject to the conditions hereof, at the Closing, Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price of US$71,390,790.60 (the “Purchase Price”), payable as set forth below in Section 1.02 (Closing Date).  The purchase and sale of the Shares is referred to herein as the “Acquisition”.  The Acquisition and the other transactions contemplated by this Agreement are referred to herein as the “Transactions”.

Section 1.02    Closing Date.  The closing of the Acquisition (the “Closing”) shall take place at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, (i) at 10:00 a.m., New York time, within five Business Days after the date on which each of the conditions set forth in Article IV is satisfied or, to the extent permitted by law, waived by the party entitled to waive such condition (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions); or (ii) at such other time or date as agreed to in writing by Seller and Purchaser.  The date on which the Closing occurs is expected to occur within thirty days of the date hereof and is referred to herein as the “Closing Date”.

Section 1.03    Transactions To Be Effected at the Closing.  At the Closing:

(a)        Seller shall deliver or cause to be delivered to Purchasers:

(i)         a signed and duly executed instrument of transfer for the Shares (an “Instrument of Transfer”); and

(ii)        a certificate executed by a duly authorized officer of Seller stating that each of the representations and warranties of Seller set forth in Article II of this agreement are true and correct as of the Closing Date.

3

(b)        Purchasers shall deliver to Seller:

(i)         payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least three Business Days before the Closing Date), of immediately available funds in an amount equal to the Purchase Price;

(ii)        a signed and duly executed Instrument of Transfer; and

(iii)       a certificate executed by a duly authorized officer of Purchaser stating that each of the representations and warranties of Purchaser set forth in Article III of this agreement are true and correct as of the Closing Date.

ARTICLE II

Representations and Warranties
Relating to Seller and the Shares

Seller represents and warrants to Purchaser, as of the date hereof (except for Section 2.01 with respect to good standing) and the Closing Date, as follows:

Section 2.01    Organization; Good Standing.  Seller is duly incorporated, validly existing and, as of the Closing Date, in good standing under the Laws of Delaware.

Section 2.02    Authority; Execution and Delivery; Enforceability.  Seller has full power and authority to execute and deliver this Agreement and to consummate the Transactions.  The execution and delivery by Seller of this Agreement and the consummation by Seller of the Transactions have been duly authorized by all necessary action.  Seller has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by applicable laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

Section 2.03    The Shares.  News America Incorporated, which changed its name to 21st Century Fox America, Inc. pursuant to the Certificate of Amendment of the Restated Certificate of Incorporation of News America Incorporated dated as of November 5, 2013, is the sole record owner of the Shares. Seller has good and valid title to the Shares free and clear of all Liens.  Assuming Purchaser has the requisite power and authority to be the lawful owner of such Shares, upon delivery to Purchaser at the Closing of certificates representing such Shares, duly endorsed by Seller for transfer to Purchaser, and entry of Purchaser as the holder of the Shares into the register of members of the Company against payment in full of the Purchase Price by Purchaser, good and valid title to the Shares will pass to Purchaser, free and clear of any Liens (other than those arising out of acts of Purchaser or its Affiliates).  Other than this Agreement or as set forth in the Investor Rights Agreement, such Shares are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Shares.

4

ARTICLE III

Representations and Warranties of Purchaser and Mr. Dong Yu

Each of Purchaser and Mr. Dong Yu hereby jointly and severally represents and warrants to Seller, as of the date hereof (except for Section 3.01 with respect to good standing) and the Closing Date, as follows:

Section 3.01  Organization, Good Standing.  Purchaser is duly incorporated, validly existing and, as of the Closing Date, in good standing under the Laws of the British Virgin Islands.

Section 3.02  Authority; Execution and Delivery; and Enforceability.  Purchaser has full power and authority to execute and deliver this Agreement and to consummate the Transactions.  The execution and delivery by Purchaser hereof and the consummation by Purchaser of the Transactions have been duly authorized by all necessary action.  Purchaser has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

Section 3.03  Securities Act.  The Shares purchased by Purchaser pursuant hereto are being acquired not with a view to any public distribution thereof in violation of any of the registration requirements of the Securities Act.

Section 3.04  Restricted Securities.  Purchaser acknowledges and understands that the Shares to be received under this Agreement 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.

Section 3.05  Accredited Investor.  Purchaser is owned by Mr. Dong Yu, who is the Chairman and Chief Executive Officer of the Company and an “accredited investor” as defined in Rule 501(a) if Regulation D promulgated under the Securities Act.  Purchaser, either because of the value of its assets or through its ownership by Mr. Dong Yu, is an “accredited investor” as so defined.

Section 3.06  Brokers.  No person is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions contemplated herein based upon arrangements made by or on behalf of the Purchaser.

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ARTICLE IV

Conditions Precedent

Section 4.01  Conditions to Each Party’s Obligation.  The obligation of Purchaser and Seller to consummate the Transactions is subject to the satisfaction (or waiver by Purchaser or Seller) on or before the Closing Date of the following conditions:

(a)        No Injunctions or Restraints.  No temporary restraining order, preliminary or permanent injunction or other Judgment issued by any court of competent jurisdiction or law preventing the consummation of the Acquisition shall be in effect.

Section 4.02    Conditions to Obligation of Purchaser.  The obligation of Purchaser to consummate the Transactions is subject to the satisfaction (or waiver by Purchaser) on or before the Closing Date of the following conditions:

(a)        Seller Representations and Warranties.  The Representations of Seller shall be true and correct as of the Closing Date as though made on the Closing Date and Seller will deliver to Purchaser a certificate executed by a duly authorized officer of Seller stating that each of the representations and warranties of Seller set forth in Article II of this agreement are true and correct as of the Closing Date.

(b)        Performance of Obligations of Seller.  Seller shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by such Seller or the Company, as applicable, on or before the Closing Date.

Section 4.03    Conditions to Obligation of Seller.  The obligation of Seller to consummate the Transactions is subject to the satisfaction on or before the Closing Date of the following conditions:

(a)        Purchaser Representations and Warranties.  The Representations of each of Purchaser and Mr. Dong Yu shall be true and correct as of the Closing Date as though made on the Closing Date and Purchaser will deliver to Seller a certificate executed by a duly authorized officer of Purchaser stating that each of the representations and warranties of Purchaser set forth in Article III of this agreement are true and correct as of the Closing Date.

(b)        Register of Members.  Mr. Dong Yu, on behalf of the Company, shall have caused the register of members of the Company to be updated to reflect that Seller is the record owner of the Shares.

(c)        Performance of Obligations of Purchaser.  Purchaser shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or before the Closing Date.

Section 4.04    Frustration of Closing Conditions.  Neither Purchaser nor any Seller may rely, either as a basis for not consummating the Acquisition or the other Transactions or terminating this Agreement and abandoning the Acquisition, on the failure of any condition set

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forth in this Article IV to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.

Section 4.05    Effect of Certain Waivers of Closing Conditions.  If before the Closing any party (the “Waiving Party”) has knowledge of any breach by any other party of any representation, warranty, covenant or agreement contained herein and the Waiving Party proceeds with the Closing, the Waiving Party shall be deemed to have waived such breach and the waiving party and its successors, assigns, Affiliates and Representatives shall not be entitled to indemnification pursuant to Article VI (Indemnification), to sue for damages or to assert any other right or remedy for any Losses arising out of any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto.

ARTICLE V

Termination, Amendment and Waiver

Section 5.01  Termination.  (a)  Notwithstanding anything to the contrary herein, this Agreement may be terminated and the Transactions abandoned at any time before the Closing:

(i)         by mutual written consent of the Seller and Purchaser;

(ii)        by any Seller if (A) there have been one or more breaches by Purchaser or Mr. Dong Yu of any of its or his representations, warranties, covenants or agreements contained herein that have not been waived by Seller and would result in the failure to satisfy any of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) or Section 4.03 (Conditions to Obligation of Seller) and such breaches have not been cured by the one month anniversary of the Agreement Date (the “Outside Date”) or (B) any of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) or Section 4.03 (Conditions to Obligation of Seller) has become incapable of being satisfied on or before the Outside Date and has not been waived by Seller;

(iii)       by Purchaser if (A) there have been one or more breaches by Seller of any of its representations, warranties, covenants or agreements contained herein that have not been waived by Purchaser and would result in the failure to satisfy any of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) or Section 4.02 (Conditions to Obligation of Purchaser) and such breaches have not been cured by the Outside Date or (B) any of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) or Section 4.02 (Conditions to Obligation of Purchaser) has become incapable of being satisfied on or before the Outside Date and has not been waived by Purchaser.

(b)        In the event of termination by Seller or Purchaser pursuant to this Section 5.01, written notice thereof shall forthwith be given to the other, setting forth the clause of Section 5.01(a) pursuant to which such party is terminating and the facts giving rise to such party’s termination right in reasonable detail, and the Transactions shall be terminated, without further action by any party.

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Section 5.02    Effect of Termination.  If this Agreement is terminated and the Transactions are abandoned as described in Section 5.01 (Termination), then, subject to the next succeeding sentence, this Agreement shall become null and void and of no further force and effect, and all further obligations of the parties under this Agreement will terminate. Nothing in this Section 5.02 shall be deemed to release any party from any liability for any breach of its obligation to complete the Transactions, and the rights of the parties to pursue all remedies for any such breach will survive such termination unimpaired.

Section 5.03    Amendments and Waivers.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.  By an instrument in writing Purchaser, on the one hand, or Seller, on the other hand, may waive compliance by the other with any term or provision hereof that such other party was or is obligated to comply with or perform.  No delay or omission by any party hereto to exercise any right or power under this Agreement or pursuant to law shall impair such right or power or be construed as a waiver thereof.  A waiver by either party of any representation, warranty, covenant or condition shall not be construed to be a waiver of any succeeding breach or of any other representation, warranty, covenant or condition.

ARTICLE VI

Indemnification

Section 6.01  Indemnification by Seller.  From and after the Closing, Seller shall be liable for, and shall indemnify Purchaser and its Affiliates and Representatives (the “Purchaser Indemnitees”) against and hold it harmless from, any Losses suffered or incurred by such Purchaser Indemnitee resulting from, arising out of or in connection with the following, except to the extent waived or deemed waived by Purchaser in accordance with this Agreement:

(a)        any inaccuracy or breach as of the date hereof (except for good standing under Section 2.01) and as of the Closing Date of any representation or warranty of Seller contained herein.

(b)        any failure to perform any covenant or agreement of Seller contained herein.

Seller shall not (i) have liability under Section 6.02(a) in excess of the Purchase Price actually received by Seller, (ii) be required to indemnify any Indemnified Party to the extent of any such excess or (iii) have any liability to the extent the liability arises out of any action taken or omitted to be taken by Purchaser or any of its Affiliates; provided, however, that the limitations set forth in this sentence shall not apply to any Losses arising out of actual fraud by Seller in connection with this Agreement.

Section 6.02    Indemnification by Purchaser.  From and after the Closing, each of Purchaser and Mr. Dong Yu shall be jointly liable for and shall indemnify Seller and its Affiliates and Representatives (the “Seller Indemnitees”) against and hold it harmless from any Loss suffered or incurred by such Seller Indemnitee resulting from, arising out of or in

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connection with the following, in each case except to the extent waived or deemed waived by Seller in accordance with this Agreement:

(a)        any inaccuracy or breach as of the date hereof (except for good standing under Section 3.01) and as of the Closing Date of any representation or warranty of Purchaser or Mr. Dong Yu contained herein; and

(b)        any failure to perform any covenant or agreement of Purchaser contained herein.

Neither the Purchaser nor Mr. Dong Yu shall (i) have any liability under this Section 6.02 in excess of the Purchase Price, (ii) be required to indemnify any Indemnified Party to the extent of any such excess or (iii) have any liability to the extent the liability arises out of any action taken or omitted to be taken by Seller or any of its Affiliates; provided, however, that the limitations set forth in this sentence shall not apply to any Losses arising out of actual fraud by Purchaser or Mr. Yong Du in connection with this Agreement.

Section 6.03    Calculation of Losses.  (a)  The amount of any Loss for which indemnification is provided under this Article VI shall be net of any amounts actually recovered by the Indemnified Party under any insurance policy or against any third party with respect to such Loss.  If an Indemnified Party recovers under any insurance policy or against any third party, with respect to any Loss for which an Indemnifying Party has actually made an indemnification payment pursuant to this Article VI such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered but not in excess of the amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim.

(b)  Survival of Representations and Warranties and Agreements; Termination of Indemnification.  Article II (Representations and Warranties Relating to Seller and the Shares), Article III (Representations and Warranties Relating to Purchaser and Mr. Dong Yu), Article VI (Indemnification) and Article VII (General Provisions) shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations.

Section 6.04  Procedures.  (a)  Third Party Claims.  In order for a Person (the “Indemnified Party”) to be entitled to any indemnification provided for under Section 6.01 (Indemnification by Seller) or Section 6.02 (Indemnification by Purchaser) in respect of, arising out of or involving a claim made by any Person not a party hereto against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing of such Third Party Claim (setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Third Party Claim) promptly (and in any event within five Business Days) after receipt by such Indemnified Party of notice of such Third Party Claim.  Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within five Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim (“Document Delivery”).

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(b)        Assumption.  If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party provides the Indemnifying Party with written advice of outside counsel to the Indemnified Party to the effect that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party that, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such Indemnified Party (“Conflict of Interest”)), if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnified Party.  The Indemnifying Party shall give written notice within ten Business Days of Document Delivery, indicating whether the Indemnifying Party intends to participate in or assume the defense of a Third Party Claim, and if the Indemnifying Party assumes such defense, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim.  If the Indemnifying Party assumes the defense, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim.  If the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 6.04(b), the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense (except in the case of a Conflict of Interest in which case the Indemnifying Party shall bear legal expenses related to the Indemnified Party’s counsel), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense.  If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof.  Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim.  Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).  If the Indemnifying Party participates in or assumes the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects not to assume the defense or fails to make any election within the ten Business Day period, or otherwise fails to continue the defense of the Indemnified Person reasonably and in good faith, the Indemnified Person may, following written notice to the Indemnifying Party and an additional ten Business Day period during which the parties will seek in good faith to resolve their differences regarding the defense, assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

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(c)        Other Claims.  In the event any Indemnified Party has a claim against any Indemnifying Party under Section 6.01 (Indemnification by Seller) or Section 6.02 (Indemnification by Purchaser) that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Indemnified Party) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such claim) promptly (and in any event within five Business Days) after becoming aware of such claim.

(d)       Mitigation.  Purchaser and Seller shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making all reasonable efforts to mitigate or resolve any such claim or liability after such party gains actual knowledge of such claim or liability.  In the event that Purchaser or any Seller fails to make such reasonable efforts to mitigate or resolve any claim or liability in violation of the preceding sentence, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any Loss that would reasonably be expected to have been avoided if Purchaser or such Seller, as the case may be, had made such efforts.

ARTICLE VII

General Provisions

Section 7.01  Termination of Investor Rights Agreement.  Seller and Purchaser hereby agree, subject to any consent by the Company required under the Investor Rights Agreement, that, effective immediately following the Closing, the Investor Rights Agreement shall be terminated, except that Article III of the Investor Rights Agreement shall survive such termination and, effective immediately following the Closing, Seller hereby assigns to Purchaser its rights under Article III of the Investor Rights Agreement (the “Registration Rights Assignment”). Purchaser and Mr. Dong Yu hereby consent to the Registration Rights Assignment in accordance with Section 7.4 of the Investor Rights Agreement.

Section 7.02  Assignment.  This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of the other parties hereto.  Any attempted assignment in violation of this Section 7.01 shall be void.

Section 7.03    No Third-Party Beneficiaries.  Except as provided in Article VI (Indemnification), this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.  This Agreement does not constitute an amendment of any Benefit Plan and does not impose any obligations on Purchaser under any Benefit Plan.

Section 7.04    Notices.  All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent,

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postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when received, as follows:

(i)         if to Purchaser,

Skillgreat Limited

18/F, Tower 1, U-town Office Building

No. 1 San Feng Bei Li

Chaoyang District

Beijing 100020, PRC

Attention: Dong Yu

with a copy to (which shall not constitute notice):

Simpson Thatcher

ICBC Tower, 35/F

3 Garden Road

Central, Hong Kong

Attention:  Chris K.H. Lin

(ii)        if to any Seller,

21st Century Fox

1211 Avenue of the Americas

New York, NY 10036

Attention: Janet Nova

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with a copy to (which shall not constitute notice):

Sidley Austin LLP

1001 Page Mill Road

Palo Alto, CA 94034

Attention: Sam Zucker

Section 7.05  Interpretation; Exhibits and Schedules; Certain Definitions.   The headings contained herein and in any Exhibit or Schedule hereto, the table of contents hereto and the index of defined terms are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.  Any disclosure set forth in any Schedule shall be deemed set forth for purposes of any other Schedule to which such disclosure is relevant, to the extent that it is reasonably apparent that such disclosure is relevant to such other Schedule.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part hereof as if set forth in full herein.  Any capitalized terms used in any Schedule or Exhibit, but not otherwise defined therein, shall have the meaning as defined herein.  When a reference is made herein to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.  For all purposes of this Agreement, unless otherwise specified herein, (i) “or” shall be construed in the inclusive sense of “and/or”; (ii) words (including capitalized terms defined herein) in the singular shall be construed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be construed to include the other gender as the context requires; (iii) the terms “hereof” and “herein” and words of similar import shall be construed to refer to this Agreement as a whole (including all the Exhibits and Schedules) and not to any particular provision of this Agreement; and (iv) all references herein to “$” or dollars shall refer to United States dollars.  All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein.  No Person is asserting the truth of any representation and warranty set forth in this Agreement; rather the parties have agreed that if any representations and warranties of any party prove untrue, the other party shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any party hereto as a result of the untruth of any such representation and warranty.  Any document, list or other item shall be deemed to have been “made available” to Purchaser for all purposes of this Agreement if such document, list or other item was posted in the electronic dataroom established by the Company in connection with the Transactions or a physical or electronic copy thereof was delivered to Purchaser or its Representatives.

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(a)        For all purposes hereof:

“Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.  For purposes of this definition, the term “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law to close in The City of New York, New York, Hong Kong or the People’s Republic of China.

“Contract” means any legally binding written agreement, arrangement or understanding.

“including” means “including, without limiting the generality of the foregoing”.

“Investment Rights Agreement” means the agreement, dated as of May 21, 2012, by and among Mr. Dong Yu, Purchaser, Bona Film Group Limited and NCIH, Inc.

“Governmental Entity” means nation or government or political subdivision thereof, national, provincial, local, municipal or regional, or any other governmental entity, any ministry, agency, commission, authority, department, division or instrumentality of any such government, political subdivision or other governmental entity, any court, arbitral tribunal or arbitrator, and any self-regulatory organization, stock exchange or non-governmental regulating body.

“Judgment” means any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by any Governmental Entity (in each case whether temporary, preliminary or permanent).

“Laws” means any law, statute, ordinance, rule or regulation of any Governmental Entity.

“Lien” means any mortgage, lien, security interest, pledge, reservation, equitable interest, charge, easement, lease, sublease, conditional sale or other title retention agreement, right of first refusal, hypothecation, covenant, servitude, right of way, variance, option, warrant, claim, community property interest, restriction (including any restriction on use, voting, transfer, alienation, receipt of income or exercise of any other attribute of ownership) or encumbrance of any kind.

“Loss” means any out-of-pocket loss, liability, claim, damage, settlement, penalty, cost or expense , including Taxes and reasonable legal fees and expenses, whether involving a Third Party Claim or a claim solely between the parties.

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“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“Proceeding” means any suit, action or proceeding (in each case, whether civil or criminal) commenced, brought, conducted or heard by or before any Governmental Entity.

“Representative” means, with respect to any Person, any director, officer, partner, member, stockholder, Affiliate, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 7.06    Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

Section 7.07  Entire Agreement.  This Agreement, along with the Schedules and Exhibits hereto, contain the entire agreement of the parties with respect to the sale and purchase of the Company and supersede all prior agreements among the parties with respect to the sale and purchase of the Company.  The parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the sale and purchase of the Company exclusively in contract pursuant to the express terms and provisions of this Agreement, along with the Schedules and Exhibits hereto; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement along with the Schedules and Exhibits hereto.  The sole and exclusive remedies for any breach of the terms and provisions of this Agreement, along with the Schedules and Exhibits hereto (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the sale and purchase of the Shares shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement); and the parties hereby agree that no party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement.

Section 7.08  Severability.  If any provision hereof (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances.

Section 7.09  Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be

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entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement or any Ancillary Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.  Without limiting the generality of the foregoing, (i) Seller shall be entitled to specific performance against Purchaser (A) of Purchaser’s obligations to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) and Section 4.02 (Conditions to Obligations of Purchaser) and (B) to enforce and to prevent any breach by Purchaser of its covenants under this Agreement and (ii) Purchaser shall be entitled to specific performance against Seller (A) of Seller’s obligations to consummate the Acquisition and to conduct the Closing upon the satisfaction or waiver of the conditions set forth in Section 4.01 (Conditions to Each Party’s Obligation) and Section 4.03 (Conditions to Obligations of Seller).  Each of the parties hereby irrevocably waives, and agrees not to assert or attempt to assert, by way of motion or other request for leave from the court, as a defense, counterclaim or otherwise, in any Proceeding involving a Covered Claim, any claim or argument that there is an adequate remedy at law or that an award of specific performance is not otherwise an available or appropriate remedy.  Notwithstanding anything to the contrary in this Agreement, termination of this Agreement shall not relieve any party of any liability for breach of this Agreement, and shall be in addition to any and all other rights and remedies at law or in equity the other party has have against such party for (x) the loss suffered as a result of any failure of the Acquisition to be consummated and (y) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the Transactions, and all such rights and remedies shall be cumulative and non-exclusive.

Section 7.10    Governing Law.  This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) (each, a “Covered Claim”), shall be governed by the internal laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.

Section 7.11  Dispute Resolution.

(a)        Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement) shall be referred to and finally resolved by arbitration.  The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Arbitration Rules of the HKIAC in force at the time of commencement of the arbitration.  Arbitration proceedings (including any arbitral award rendered) shall be in English.

(b)        The arbitration shall be decided by a tribunal of three (3) arbitrators.  The arbitration tribunal shall consist of three (3) arbitrators.  The claimant shall select one arbitrator, and the respondent shall select one arbitrator.  The third arbitrator, who shall be the presiding arbitrator, shall be jointly appointed by the claimant and respondent.  If either the claimant or the respondent fails to select an arbitrator or the parties fail to agree on the choice of the third

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arbitrator, HKIAC shall make the appointment on their behalf.  Such tribunal shall have no authority to award punitive or other punitive type damages.  By agreeing to arbitration, none of the Parties intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, or order any interim or conservatory measure.

(c)        During the conduct of any arbitration proceedings pursuant to this Section 7.11, this Agreement shall remain in full force and effect in all respects except for the matter under arbitration and the parties shall continue to perform their obligations hereunder, except for those obligations involved in the matter under dispute, and to exercise their rights hereunder.

(d)       Section 2 of Schedule 2 of the Hong Kong Arbitration Ordinance (Cap. 609) (the “Ordinance”) shall apply with the modifications set forth in this Section 10.7(d). The parties acknowledge that it is their desire, where there are two or more disputes, claims or arbitration proceedings arising from this Agreement and the other Transaction Documents, and where:

(i)         some common question of law or fact arises;

(ii)        the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or

(iii)       it is otherwise desirable for the Court of First Instance of the High Court of Hong Kong to make an order under section 2 of Schedule 2 of the Ordinance, to have those arbitration proceedings consolidated and resolved by a single multi-party arbitration, provided that arbitration proceedings commenced under the Note may be consolidated with other disputes, claims or arbitration proceedings only to the extent that such consolidation is consistent with the form and manner of consolidation expressly provided for in Agreement.

The arbitral award made by HKIAC shall be final and binding upon the parties

Section 7.13  WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS.

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IN WITNESS WHEREOF, Seller, Purchaser, and Mr. Dong Yu have duly executed this Agreement as of the date first written above.

21st Century Fox America, Inc.
By:
/s/ Janet Nova
Name:	Janet Nova
Title:	Executive Vice President and Deputy General Counsel
Skillgreat Limited
By:
/s/ Dong Yu
Name:	Dong Yu
Title:	Authorized Signatory
Mr. Dong Yu
Signature:		/s/ Dong Yu

EX-99.2

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 duly incorporated and existing under the laws of the British Virgin Islands and wholly owned by the Founder (the “Selling Shareholder”);

(3)        Fidelidade — Companhia de Seguros, S.A., a company incorporated under the laws of Portugal (the “Investor”); and

(4)        Fosun International Limited, a company incorporated under the laws of Hong Kong (“Fosun”)

The Founder, the Selling Shareholder and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Founder, through the Selling Shareholder, is the beneficial owner of certain ordinary shares, par value US$0.0005 per share (“Ordinary Shares”) of Bona Film Group Limited (NASDAQ: BONA), an exempted company duly incorporated and existing under the laws of the Cayman Islands (the “Company”);

WHEREAS, the Investor is an indirectly wholly-owned Subsidiary of Fosun; and

WHEREAS, the Selling Shareholder wishes to sell to the Investor, and the Investor wishes to purchase from the Selling Shareholder, an aggregate of 4,165,926 Ordinary Shares (the “Shares”), upon the terms and subject to the conditions set forth herein.

WITNESSETH

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1.   Certain Definitions.  For purposes of this Agreement:

“Action” means any charge, claim, action, complaint, petition, inquiry, investigation, appeal, suit, litigation, grievance or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator or Governmental Authority.

“ADSs” means the American depository shares of the Company, each two (2) of which represent one (1) Ordinary Share.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any

Person, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or otherwise.

“Board” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC, New York or Hong Kong.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Owned IP” means all Intellectual Property owned by the Group Companies.

“Company Registered IP” means all Intellectual Property for which registrations are owned by or held in the name of, or for which applications have been made in the name of, any Group Company.

“Company’s Incentive Plans” means the Bona Film Group Limited 2009 Stock Incentive Plan and the Bona Film Group Limited 2010 Stock Incentive Plan, each filed as an exhibit to the Company’s Registration Statement on Form F-1 (File No. 333-170657), as amended, initially filed with the SEC on November 17, 2010.

“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.

“Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise.

“Disclosure Schedule” means the disclosure schedule delivered by the Company to the Investor immediately prior to the execution of this Agreement and attached hereto as Exhibit A.

“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.

“Equity Securities” means, with respect to a Person, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exploitation” means the exhibition, distribution, reproduction, sub-distribution, transmission, display, broadcast, performance, dissemination, publication, promotion, publicizing, advertising, rental, leasing, subleasing, selling, licensing, sublicensing, transfer, disposal of, commercializing, marketing and otherwise exploiting by any and all means, methods, processes, media devices and delivery systems of every kind or character, whether now known or hereafter created. “Exploit” means to cause the Exploitation.

“Governmental Authority” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“Governmental Order” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” means, collectively, the Company and its Subsidiaries.

“Group Company” means a member of the Group.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Intellectual Property” means any and all (i) patents and patent applications and reissues, renewals, reexaminations, continuations, continuations-in-part, divisions, substitutions, supplementary protection certificates and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, author’s rights, data rights and works of authorship (including artwork, software, computer programs, files, records and data, and related documentation), (iv) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, and (v) trade names, trade dress, trademarks, domain names, service marks, logos, business names, URLs, web sites, web pages and any part thereof, and registrations and applications therefor, the goodwill symbolized or represented by the foregoing.

“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“Leased Real Property” shall mean all real property leased, subleased, licensed, or otherwise occupied by the Company or any Subsidiary of the Company.

“Lease Agreements” shall have the meaning set forth in Section 3.2(r).

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“Liability” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued, absolute or contingent.

“Material Adverse Effect” means any circumstance, change, effect, event or occurrence that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, properties, assets (including intangible assets), Liabilities, operations, results of operations, or condition (financial or otherwise) of the Group taken as a whole, (ii) the ability of any Party to consummate the transactions contemplated by the Transaction Documents; provided, however, that in no event shall any of the following, alone or in combination, occurring after the date of this Agreement, be deemed to constitute a Material Adverse Effect pursuant to clause (i) above, nor shall any event or occurrence, occurring after the date of this Agreement, to the extent relating to or resulting from any of the following be taken into account in determining whether a Material Adverse Effect pursuant to clause (i) above has occurred or would result: (1) changes in general economic, business or geopolitical conditions, or in the financial, credit or securities markets in general (including changes in interest rates, exchange rates, stock, bond and/or debt prices); (2) changes or developments generally affecting any of the industries in which the Company or any Group Company operates; (3) changes in Laws applicable to the Company, its Subsidiaries or any of their respective properties or assets or changes in U.S. GAAP; (4) any natural or man-made disasters or acts of war (whether or not declared), sabotage or terrorism, or armed hostilities, or any escalation or worsening thereof; (5) any changes attributable to the entry into, announcement or performance of this Agreement and the transactions contemplated hereby (including compliance with the covenants set forth herein and any action taken or omitted to be taken by the Founder, the Selling Shareholder or the Company at the written request of or with the written consent of the Investor but excluding the representations in Section 3.1(c)and Section 3.2(d)); (6) any change in the market price or trading volume of the ADSs or any failure to meet internal or published projections, forecasts, budgets, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (provided, that the facts or causes underlying, giving rise or contributing to any such change or failure may be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect); or (7) any shareholder litigation regarding allegations of a breach of fiduciary duty or other violation of applicable Law resulting directly from this Agreement or the transactions contemplated by this Agreement; except in the cases of clauses (1) or (2) above, to the extent that the Company and its Subsidiaries, taken as a whole, are materially and disproportionately affected thereby as compared with other participants in the industries in which the Company and its Subsidiaries primarily operate (in which case the incremental, material and disproportionate impact or impacts may be taken into account in determining whether there has been, or would reasonably be expected to have, a Material Adverse Effect).

“NASDAQ” means The NASDAQ Global Select Market.

“Owned Real Property” shall mean all real property and interests in real property (including real property in connection with land use rights contracts or certificates and construction projects) owned by the Company or any of its Subsidiaries (collectively, together with all buildings or other structures, improvements or fixtures thereon and all easements rights of way and other appurtenant rights thereto, the).

“Permit” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration or record filing, operating license, qualifications, ratification, certificate, declaration or filing with, or report or notice to, or other form of permission to engage in a specific activity issued by, any Person, including any Governmental Authority.

“Permitted Encumbrances” means (i) mechanics’, carriers’, or workmen’s, repairmen’s or similar liens arising or incurred in the ordinary course of business, and (ii) liens for taxes, assessments

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and other governmental charges that are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“PRC Subsidiary” means any Subsidiary of the Company that is organized under the Laws of the PRC.

“SAFE” means the PRC State Administration of Foreign Exchange, the Chinese foreign exchange markets regulator, and the body responsible for implementing and enforcing foreign exchange controls in the PRC.

“SAFE Circulars” means the SAFE Circular on Issues Relating to the Administration of Foreign Exchange of Company Financing through Offshore Special Purpose Vehicles and Round-Tripping Investment by PRC Residents（关于境内居民通过境外特殊目的公司融资及返程投资外汇管理相关问题的通知[汇发（2005）75号]）issued by SAFE with effect from November 1, 2005, and the SAFE Circular on the Issuing the Operational Rules Concerning Foreign Exchange Administration of Company Financings and Round-Tripping Investments via Overseas Special Purpose Companies by Residents in China（关于印发境内居民通过境外特殊目的公司融资及返程投资外汇管理操作规程的通知[汇发（2011）19号]）issued by SAFE with effect from July 1, 2011, as well as any applicable Laws in force from time to time which operate to restate, amend or repeal any of the aforesaid documents or any part thereof.

“SAFE Registration Requirements” means the PRC foreign exchange registration requirements pursuant to the SAFE Circulars.

“SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Securities Laws” 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.

“Subsidiary” means, with respect to any Person, (i) any corporation, limited liability company, partnership, joint venture, trust or other legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity (or profits or capital) interests or more than fifty percent (50%) of the ordinary voting power, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of a non-corporate Person, and (ii) any entity whose assets, or portions thereof, has been or should be consolidated with the net earnings of the Person and should be recorded on the books of the Person for financial reporting purposes in accordance with U.S. GAAP including FIN 46R with respect to variable interest entities.

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“Tax” means (i) in the PRC: (a) any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including all net income (including enterprise income tax and individual income withholding tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other assessments, imposed in all cases by a Governmental Authority, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Governmental Authority in connection with any item described in clause (a) above, and (c) any form of transferee liability imposed by any Governmental Authority in connection with any item described in clauses (a) and (b) above, and (ii) in any jurisdiction other than the PRC: all similar liabilities as described in clause (i)(a) and (i)(b) above.

“Tax Return” means any return, report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax.

“Transaction Documents” means this Agreement, the Instrument of Transfer, and any other documents or instruments required to be executed or delivered in connection with this Agreement.

“U.S. GAAP” means the United States generally accepted accounting principles and practices as in effect from time to time.

“VIE Agreements” means all of the Contracts described under the caption “Contractual Arrangements with our Affiliated Consolidated Entities” of Item 4 of the Company’s most recently filed Annual Report on Form 20-F.

Section 1.2.   Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below:

Defined Term	Section
“Agreement”	Preamble
“Arbitration Notice”	Section 8.11(a)
“Authorization”	Section 3.1(d)
“Basket”	Section 7.4(a)
“Cause”	Section 4.13
“Claimant Side”	Section 8.11(b)
“Closing”	Section 2.2
“Closing Date”	Section 2.2
“Company”	Recitals
“Company IP”	Section 3.2(k)(i)
“Dispute”	Section 8.11(a)
“FCPA”	Section 3.2(o)
“Fosun”	Preamble
“Founder”	Preamble
“Governmental Official”	Section 3.2(o)
“HKIAC”	Section 8.11(b)
“HKIAC Rules”	Section 8.11(b)
“Indemnified Party”	Section 7.2(a)
“Indemnifying Party”	Section 7.2(a)
“Instrument of Transfer”	Section 2.4(a)(i)

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Defined Term	Section
“Investor”	Preamble
“Investor Designee”	Section 4.11
“Losses”	Section 7.2(a)
“Material Contracts”	Section 3.2(l)(i)
“Offered Securities”	Section 4.13(a)
“Offer Price”	Section 4.13(a)
“Offering Notice”	Section 4.13(a)
“Ordinary Shares”	Recitals
“Party”	Preamble
“PFIC”	Section 3.2(h)(vii)
“Principal Tribunal”	Section 8.11(j)(i)
“Purchase Price”	Section 2.1
“Refusal Period”	Section 4.13(a)
“Required Permits”	Section 3.2(i)
“Respondent Side”	Section 8.11(b)
“Right of First Refusal”	Section 4.13
“SEC Filings”	Section 3.2(f)
“Selling Shareholder”	Preamble
“Shares”	Recitals
“S8”	Section 4.12(d)
“Third Party Purchaser”	Section 4.13(a)

Section 1.3.   Interpretation and Rules of Construction.  References in this Agreement to gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

ARTICLE II
PURCHASE AND SALE

Section 2.1.   Purchase and Sale of Shares.  Subject to the terms and conditions of this Agreement, the Selling Shareholder agrees to sell and deliver to the Investor, and the Investor agrees to purchase from the Selling Shareholder, the Shares, free and clear of any and all Encumbrances, at a purchase price of US$11.80 per Share for a total purchase price of US$49,157,926.80 (the “Purchase Price”).

Section 2.2.   Closing.  Subject to the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V (other than such conditions as may, by their terms, only be satisfied on the date of the Closing), the closing of the purchase, sale and delivery of the Shares pursuant to this Agreement (the “Closing”) shall take place at the offices of Morrison & Foerster LLP, Edinburgh Tower, 33/F The Landmark, 15 Queen’s Road Central , Hong Kong, on a date (the “Closing Date”) as notified by the Selling Shareholder to the Investor at least one (1) Business Day prior to the Closing Date.

Section 2.3.   Pre-Closing Deliveries by the Investor.  On the third (3rd) Business Day following the date of this Agreement, the Investor shall deposit, or cause to be deposited, the Purchase

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Price into a bank account of the Selling Shareholder as set forth in Exhibit C, provided that, prior thereto the Founder shall have delivered to the Investor his personal letter of guaranty in a form of Exhibit D hereto.

Section 2.4.   Closing Deliveries by the Selling Shareholder.

(a)        At the Closing, the Selling Shareholder shall deliver to the Investor:

(i)         a signed instrument of transfer in the form attached hereto as Exhibit B (an “Instrument of Transfer”) for the Shares, duly executed by the Selling Shareholder;

(ii)        a copy of the board resolutions (or shareholders’ resolutions if so required by the Constitutional Documents) of the Selling Shareholder approving this Agreement, the other Transaction Documents and the transactions contemplated hereunder and thereunder;

(iii)       a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and evidencing the Shares purchased by the Investor at the Closing;

(iv)       a copy of the Company’s Register of Members as of the date of the Closing, certified as true and accurate by the Secretary of the Company, evidencing the Shares purchased by the Investor at the Closing; and

(v)        such other documents required to be delivered by the Selling Shareholder under Section 5.2 hereof.

Section 2.5.   Closing Deliveries by the Investor.

(a)        At the Closing, the Investor shall deliver to the Selling Shareholder:

(i)         a signed Instrument of Transfer for the Shares, duly executed by the Investor; and

(ii)        such other documents required to be delivered by the Investor under Section 5.1 hereof.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1.   Representations and Warranties with respect to the Founder and the Selling Shareholder.  Each of the Founder and the Selling Shareholder hereby, jointly and severally, represents and warrants to the Investor that, subject to any exceptions specified in the Disclosure Schedule, each of the representations and warranties contained in this Section 3.1 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a)        Organization, Good Standing and Qualification.  The Selling Shareholder is duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands. The Selling Shareholder has all requisite legal and corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to transact business in each jurisdiction in which it currently conducts and proposes to conduct business.

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(b)        Authority.  Each of the Founder and the Selling Shareholder has all requisite capacity, power and authority to enter into this Agreement and each other Transaction Document to which he or it is a party, to perform his or its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Selling Shareholder of this Agreement and each other Transaction Document to which it is a party, the performance by the Selling Shareholder of its obligations hereunder and thereunder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Selling Shareholder. Each of this Agreement and the other Transaction Documents to which the Founder or the Selling Shareholder is a party has been duly executed and delivered by the Founder and the Selling Shareholder, as applicable, and assuming due authorization, execution and delivery by the other Parties of this Agreement and other Transaction Documents, constitutes legal, valid and binding obligations of the Founder and the Selling Shareholder, enforceable against the Founder and the Selling Shareholder in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)        Noncontravention.  The execution, delivery and performance by the Founder and the Selling Shareholder of this Agreement and each other Transaction Document to which he or it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) in the case of the Selling Shareholder, conflict with or violate any provision of its Constitutional Documents, (ii) conflict with or violate any applicable Law or any Governmental Order to which the Founder or the Selling Shareholder is subject or (iii) conflict with, result in any breach of or creation of 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 Founder or the Selling Shareholder is a party or by which he or it is bound or to which any of his or its 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 Founder’s or the Selling Shareholder’s ability to perform his or its obligations under this Agreement or any other Transaction Document to which he or it is a party or to consummate the transactions contemplated hereby and thereby.

(d)        Consents and Approvals.  The execution, delivery and performance by the Founder and the Selling Shareholder of this Agreement or each other Transaction Document to which he or it is a party, and the consummation of the transactions contemplated hereby and thereby, 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 (each, an “Authorization”) to be obtained or made by the Founder or the Selling Shareholder, except (i) for such Authorizations as have already been obtained or made by the Founder or the Selling Shareholder before the date hereof, (ii) for the filing of a Schedule 13D or an amended Schedule 13G by the Founder and the Selling Shareholder with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

(e)        Title.  The Shares are duly authorized, validly issued, fully paid and nonassessable. As of the Closing Date, the Selling Shareholder (i) will be the sole record owner, and the Founder will be the sole beneficial owner, of the Shares, in each case free and clear of any and all Encumbrances whatsoever and with no restrictions on the rights and other incidents of record and beneficial ownership pertaining thereto (except for any restrictions on transfer under applicable Securities Laws), and (ii) will have good and marketable title to the Shares and the sole and absolute authority to transfer the Shares to the Investor pursuant to this Agreement. The Founder’s former wife has no beneficial interest in the Shares and has no right to approve or disapprove of the transfer of the Shares to the Investor pursuant to this Agreement. The Shares are not subject to any divorce decree, settlement agreement or court order restricting the rights of the Founder or the Selling Shareholder to dispose of the

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Shares. Upon delivery of the duly executed Instrument of Transfer for any portion of the Shares to the Investor and entry of the Investor as the holder of such portion of the Shares into the Register of Members of the Company against payment in full of the applicable portion of the Purchase Price by the Investor under Section 2.2, the Investor shall acquire good and valid title to such portion of the Shares, free and clear of all Encumbrances. There are no outstanding options, warrants, rights (preemptive or otherwise), calls, Contracts or commitments, oral or in writing, to which the Founder or the Selling Shareholder is a party or by which the Founder or the Selling Shareholder is bound to sell any of the Shares. Except for the transactions contemplated hereunder, neither the Founder nor the Selling Shareholder has assigned, transferred, sold, distributed, pledged or otherwise disposed of or agreed to dispose of all or any portion, or any interest in, the Shares.

(f)        Non-Public Information.  Neither the Founder nor the Selling Shareholder has any material fact, condition or information not disclosed in the SEC Filings which has materially adversely affected or may materially adversely affect the business of the Group, and the sale of any of the Shares pursuant to this Agreement is not prompted by any material adverse information concerning any Group Company which is not disclosed in the SEC Filings.

(g)        Investment Experience.  Each of the Founder and the Selling Shareholder is able to fend for himself or itself and has sufficient knowledge and experience in financial and business matters, including disposing of the Shares, and is capable of evaluating the merits and risks of the transactions contemplated hereunder. The sale and delivery of the Shares hereunder is for his or its own account, and each of the Founder and the Selling Shareholder has independently and without reliance upon the Investor or any representative of the Investor and based on such information as each of the Founder and the Selling Shareholder has deemed appropriate in his or its independent judgment, made his or its own analysis and decision to sell the Shares pursuant to this Agreement.

(h)        Brokers.  No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Founder or the Selling Shareholder.

(i)         Private Resale.  The offer and sale of the Shares by the Selling Shareholder to the Investor pursuant to this Agreement is exempt from the registration requirements of the Securities Act.

(j)         Disclosure.  All information and materials provided or made available to the Investor by or on behalf of the Founder and the Selling Shareholder in connection with the negotiation or execution of this Agreement and the other Transaction Documents are true and correct as of the date hereof and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Section 3.2.   Representations and Warranties with respect to the Company.  Subject to such exceptions specifically disclosed in (x) any SEC Filings filed by the Company with the SEC prior to the date hereof (excluding any disclosures set forth in the SEC Filings under the headings “Risk Factors” and “Forward-Looking Statements” and any other disclosures in any other forward-looking or cautionary statements) and (y) the Disclosure Schedule, each of the Founder and the Selling Shareholder hereby, jointly and severally, represents and warrants to the Investor that each of the representations and warranties contained in this Section 3.2 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

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(a)        Organization, Good Standing and Qualification.  Each Group Company is duly organized, incorporated or formed, validly existing and in good standing (with respect to the jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction of its organization, incorporation or formation. With respect to the Subsidiaries of the Company that are variable interest entities as defined in FIN46R under U.S. GAAP and are consolidated by the Company for financial reporting purposes pursuant to the terms thereof, the Company possesses control over such Subsidiaries through the VIE Agreements, true and complete copies of which have been included in the SEC Filings other than as set forth on Section 3.2(a)of the Disclosure Schedule.

(b)        Capitalization.  As of the date hereof, the Company has (i) 31,402,346 Ordinary Shares issued and outstanding, and  (ii) 3,357,785 Ordinary Shares issuable pursuant to any outstanding Equity Securities exercisable or exchangeable for, or convertible into, any capital shares of the Company or pursuant to the Company’s Incentive Plans. All of the issued and outstanding Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive and similar rights and were issued in compliance with all applicable Securities Laws and any rights of any Persons. Other than the Company’s Incentive Plans, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Equity Securities of the Company, or Contracts by which the Company or any Subsidiary is or may become bound to issue additional Equity Securities of the Company, or securities or rights convertible or exchangeable into Equity Securities of the Company. None of the Company or its Subsidiaries is subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any of its outstanding Equity Securities. Except as disclosed in the SEC Filings, no Person has the right to require the Company to register any Equity Securities of the Company with the SEC or any other Governmental Authority, whether on a demand or piggy-back basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

(c)        Authority.  The Company has all requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Company. Each of this Agreement and the other Transaction Documents to which the Company is a party has been or will be, as applicable, duly executed and delivered by the Company, and assuming due authorization, execution and delivery by the other Parties of this Agreement and other Transaction Documents, constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(d)        Noncontravention.  The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) conflict with or violate any provision of the Constitutional Documents of any Group Company, (ii) conflict with or violate any applicable Law or any Governmental Order to which any Group Company is subject or (iii) conflict with, result in any breach of or creation of 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 any Group Company is a party or by which any Group Company is bound or to which any Group Company’s assets or properties are subject, including the VIE Agreements, 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 Company’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or consummate the transactions contemplated hereby and thereby.

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(e)        Consents and Approvals.  Except as set forth on Section 3.2(e)of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement or each other Transaction Document to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and shall not require any Authorizations to be obtained or made by the Company, except (i) for such Authorizations as have already been obtained or made by the Company before the date hereof, (ii) for the filing by the Company with the SEC of a current report on Form 6-K, or (iii) as otherwise explicitly provided in this Agreement.

(f)        SEC Filings.  The Company has filed, on a timely basis, all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC under the Securities Act or the Exchange Act (all of the foregoing filed prior to the date hereof collectively, the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the Securities Act or the Exchange Act for the periods covered. The Company and its Subsidiaries are engaged only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description of the business of the Company and its Subsidiaries, taken as a whole. At the time of the filing thereof, each of the SEC Filings complied as to form with the requirements of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company is subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. The Company satisfies the registrant requirements for the use of a registration statement on Form F-3 to register the Shares for resale by the Investor under the Securities Act.

(g)        Absence of Material Changes.  Since December 31, 2013, except as disclosed in the SEC Filings or otherwise explicitly permitted by this Agreement, there has not been:

(i)         any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the Company’s most recently filed Annual Report on Form 20-F, except for changes in the ordinary course of business consistent with past practice which have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(ii)        any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the share capital of the Company, or any redemption or repurchase of any Equity Securities of the Company (other than repurchases by the Company at or below the original purchase price in connection with termination of employment);

(iii)       any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company or its Subsidiaries;

(iv)       any waiver, not in the ordinary course of business consistent with past practice, by the Company or any of its Subsidiaries of a material right or of a material debt owed to it;

(v)        any satisfaction or discharge of any Encumbrance or payment of any Liabilities by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice or in an amount individually or among related Liabilities below US$1,000,000;

(vi)       any change or amendment to the Constitutional Documents of the Company or any of its Subsidiaries or material change to any material Contract or arrangement by which the Company or any of its Subsidiaries is bound or to which any of their respective assets or properties is subject;

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(vii)      any material transaction entered into by the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice;

(viii)     the loss of the services of any key employee, or material change in the composition or duties of the executive officers of the Company or any of its Subsidiaries; or

(ix)       any other event or condition of any character that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)        Tax Matters.

(i)         Each Group Company (A) has timely filed all material Tax Returns required to be filed by it (B) has timely paid all material Taxes required to be paid by it for which payment was due (whether or not shown on any Tax Returns) and (C) has established an adequate accrual or reserve for the payment of all material Taxes payable in respect of the periods or portions thereof that are not yet due and payable and will establish an adequate accrual or reserve for the payment of all material Taxes payable in respect of the periods or portion thereof through the date of the Closing.

(ii)        No deficiencies for any material Tax have been threatened, claimed, proposed or assessed against any Group Company in writing.

(iii)       None of the Group Companies has received from any Governmental Authority (including any sales or use tax authority) any material (A) written notice indicating an intent to open a tax audit, (B) written request for information related to Tax matters, or (C) written notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any governmental authority against any Group Company. No material Tax Return of any Group Company is under audit by any governmental authority. No claim has ever been made by a governmental authority in a jurisdiction where any Group Company does not file Tax Returns or pay any Taxes that any Group Company is or may be required to file any such material Tax Returns or pay any material Taxes in that jurisdiction that has not been resolved.

(iv)       No material Tax liens are currently in effect against any of the assets of any Group Company other than liens for Taxes not yet due and payable. There is not in effect any waiver by any Group Company of any statute of limitations with respect to any material Taxes nor has any Group Company agreed to any extension of time for filing any material Tax Return that has not been filed.

(v)        Each of the Group Companies has complied with all applicable Law relating to the withholding of material Taxes.

(vi)       None of the Group Companies has any material Liability for another person (other than a Group Company) as a result of being a member of a consolidated, combined, unitary or aggregate group of companies.

(vii)      The Company does not believe it is a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297(a) of the Code for the taxable year ending December 31, 2014, and does not believe that it will become a PFIC in the future under current laws and regulations.

(viii)     Except as set forth on Section 3.2(h)(viii)of the Disclosure Schedule, any preferential Tax treatment enjoyed by any Group Company on or prior to the date of the Closing has been in compliance with all applicable Laws and will not be subject to any retroactive deduction or cancellation except as a result of retroactive effects of changes in the applicable Laws.

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(i)         Compliance with Laws; Orders and Permits.  Each Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Group Company is subject or by which such Group Company’s assets or properties are bound. Each Group Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”), including the Permits for producing, co-producing, importing, distributing, exhibiting and otherwise Exploiting films, and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or threatened, in each case except where such failure to own, hold, possess or lawfully use, or the suspension or cancellation of, or failure to be valid or in full force and effect of such Required Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Group Company has been or is in material violation of any applicable Law or Governmental Order in relation to the importation, distribution, exhibition or other Exploitation of imported films into the PRC and the related film import quota systems, including films imported on a revenue-sharing basis or a buy-off basis. Except as set forth on Section 3.2(i)of the Disclosure Schedule, each of the Founder, Mr. Hai Yu and Mr. Zhong Jiang, and any record owner of any Equity Securities of the Company who is a PRC resident under the SAFE Circulars or otherwise subject to the SAFE Registration Requirements, has fully complied with the SAFE Registration Requirements.

(j)         Related Party Transactions. Except as disclosed in the SEC Filings, none of the Affiliates, officers or directors of any Group Company is presently a party to any transaction with any Group Company (other than as holders of share options and for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any Affiliate, officer or director. Except as disclosed in the SEC Filings, none of the Affiliates, officers or directors of the Company directly or indirectly competes with, or has any interest in any Person that, directly or indirectly, competes with, any Group Company (other than ownership of less than one percent (1%) of the stock of publicly traded companies).

(k)        Intellectual Property.

(i)         Each Group Company owns or otherwise has sufficient rights (including but not limited to the applicable rights of development, maintenance, licensing and/or transfer) to all Intellectual Property necessary and sufficient to conduct its business substantially as currently conducted by such Group Company (“Company IP”). Except as would not be material to the Group, all Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. Except as would not be material to the Group, no Group Company, or any of its employees, officers or directors, has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. Except as would not be material to the Group or other than created in the ordinary course of business consistent with past practice or as disclosed in Section 3.2(k)(i) of the Disclosure Schedule, the Company Owned IP is free and clear of any Encumbrance, license or other Contract granting rights therein to any other Person. No Company Owned IP is subject to any proceeding or outstanding Governmental Order in the PRC (or except as would not be material to the Group, outstanding Governmental Order elsewhere in the world) or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company or (b) may affect the validity, use or enforceability of such Company Owned IP. Other than in the ordinary course of business consistent with past practice, no Group Company has (a) transferred or assigned any material Company IP to any Person; (b) authorized any Person the joint ownership with respect to any material Company IP; or (c) permitted the rights of any Group Company in any material Company IP to lapse or enter the public domain.

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(ii)        To the knowledge of the Company, no Group Company has violated, infringed or misappropriated in any material respect any Intellectual Property of any other Person, nor has any Group Company received any written notice alleging any of the foregoing. To the knowledge of the Company, no Person has violated, infringed or misappropriated any material Company IP of any Group Company, and no Group Company has given any written notice to any other Person alleging any of the foregoing.

(iii)       Each Group Company has taken reasonable and appropriate steps to protect, maintain and safeguard material Company IP and made all applicable filings, registrations and payments of fees in connection with the foregoing.

(l)         Material Contracts.

(i)         For purposes of this Agreement, “Material Contracts” means each outstanding Contract to which any Group Company is a party or to which any Group Company or any of its properties or assets is subject, which (A) is or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K under the Securities Act, (B) is a real property lease for a cinema space or (C) is a VIE Agreement.

(ii)        All of the Material Contracts are valid, subsisting, in full force and effect and binding upon and enforceable against the applicable Group Company and, to the knowledge of the Company, the other parties thereto. Each Group Company has duly performed all its obligations in all material respects under each Material Contract to the extent that such obligations to perform have accrued. Except as disclosed in Section 3.2(l)(ii) of the Disclosure Schedule, no material breach or material default, alleged breach or default, or event which would (with or without notice, lapse of time or both) constitute a material breach or material default under any of the Material Contracts by any Group Company or any other party or obligor with respect thereto, has occurred and is continuing, or as a result of any Transaction Document, or the performance hereof or thereof, will occur. No Group Company has received or given any notice regarding any such breach or default.

(m)       Litigation.  There is no material Action pending or threatened against or affecting the Company, any of its Subsidiaries or any of their respective properties. None of the Company, any of its Subsidiaries, or any director or officer thereof in his or her capacity as such director or officer or otherwise in connection with his or her role or activities with the Company or such Subsidiary, is or has been the subject of any Action involving a claim of violation of, or liability under, applicable Securities Laws, or a claim of breach of fiduciary duty.

(n)        Compliance with NASDAQ Continued Listing Requirements.  The ADSs are listed on NASDAQ. There are no Actions pending or threatened against the Company relating to the continued listing of the ADSs on NASDAQ, and the Company has not received any notice of, nor to the Company’s knowledge is there any basis for, the delisting of the ADSs from NASDAQ.

(o)        Anti-Corruption Compliance.  None of the Company or its Subsidiaries, their respective directors, officers, agents, employees or other Persons that act for or on behalf of Company or any of its Subsidiaries, authorized or made, either directly or indirectly through any third party, any gift, offer, promise, or payment of anything of value: (A) to any Governmental Official (as defined below) with the intent or purpose of (w) influencing any act or decision of such Governmental Official in his or her official capacity, (x) inducing such Governmental Official to do or omit to do any act in violation of the lawful duty of such Governmental Official, (y) securing any improper advantage for any Group Company, or (z) inducing such Governmental Official to use his or her influence with a government or instrumentality thereof, political party or international organization to affect or influence any act or decision of such government or instrumentality, political party or international organization, in order to assist any Group Company or in obtaining or retaining business for or with, or directing business to, any

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person, except to the extent that such conduct was expressly permitted by applicable Law; or (B) to any Person in violation of any Law against commercial or official bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). As used in this subsection, “Governmental Official” means (A) any employee or official of any government, including any employee or official of any entity owned or controlled by a government, (B) any employee or official of a political party, (C) any candidate for political office or his or her employee, or (D) any employee or official of an international organization. The Company has implemented, and shall continue to implement, policies and procedures to prevent and detect violations of the FCPA and any other Law against commercial or official bribery or corruption.

(p)        Investment Company.  The Company is not and, after giving effect to the transactions contemplated by the Transaction Documents, will not be, required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(q)        Foreign Private Issuer.  The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

(r)        Real Property.

(i)         The Company or one of its Subsidiaries, as the case may be, holds record, good, valid, legal and marketable title to the Owned Real Property (if any), free and clear of all Liens, and the land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. The Company and the Subsidiaries of the Company have duly complied in all material respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or certificate or real property purchase contract in relation to any Owned Real Property owned by it. The Owned Real Property is and remains in conformity in all material respects with all applicable building codes and standards, construction and building, fire prevention, safety, planning or zoning Law.

(ii)        Each of the Company and the Company’s Subsidiaries has valid leasehold interests in all of their respective Leased Real Property, free and clear of all Liens, and each lease agreement of the Leased Real Property (collectively, the “Lease Agreements”) is valid, binding and enforceable and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement, except for such defects as would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is delinquent in respect of any rent, rates and other charges for which the tenant is responsible under the Lease Agreements and there exists no default or event of default (or event which with or without notice or lapse of time or both would become a default) on the part of the Company or Subsidiary, as applicable, except for such delinquency, default, or event of default as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries has observed and performed all restrictions and covenants on the part of the tenant and the conditions contained in the Lease Agreements in all material respects. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession of the Leased Real Property under all such Lease Agreements. There are no written or oral subleases, licenses or agreements granting to any other Person the right of use or occupancy of any Leased Real Property.

(s)        Disclosure.  All information and materials provided or made available to the Investor by or on behalf of the Company in connection with the negotiation or execution of this Agreement and the other Transaction Documents are true and correct as of the date hereof and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

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Section 3.3.   Representations and Warranties of the Investor.  The Investor represents and warrants to the Founder and the Selling Shareholder that each of the representations and warranties contained in this Section 3.3 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a)        Organization, Good Standing and Qualification.  The Investor is duly organized, validly existing and in good standing under the Laws of Hong Kong.

(b)        Authority.  The Investor has all necessary corporate or similar power and authority to enter into this Agreement and each other Transaction Document to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereunder. The execution and delivery by the Investor of this Agreement and each other Transaction Document to which it is a party, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Investor. Each of this Agreement and the other Transaction Documents to which it is a party has been or will be, as applicable, duly executed and delivered by the Investor, and assuming due authorization, execution and delivery by the other Parties of this Agreement and the other Transaction Documents, constitutes legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)        Noncontravention.  The execution, delivery and performance by the Investor of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) conflict with or violate any provision of the Constitutional Documents of the Investor, (ii) conflict with or violate any applicable Law or any Governmental Order to which the Investor is subject or (iii) conflict with, result in any breach of or creation of 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 Investor is a party or by which any the Investor is bound or to which the Investor’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 Investor’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or consummate the transactions contemplated hereby and thereby.

(d)        Consents and Approvals.  The execution, delivery and performance by the Investor of this Agreement or each other Transaction Document to which the Investor is a party, and the consummation of the transactions contemplated hereby and thereby, do not and shall not require any Authorizations to be obtained or made by the Investor, except (i) for such Authorizations as have already been obtained or made by the Investor before the date hereof, (ii) for the filing of a Schedule 13D by the Investor with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

(e)        Restricted Securities.  The Investor acknowledges and understands that the Shares to be received under this Agreement 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.

(f)        Accredited Investor.  The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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(g)        Brokers.  No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Investor.

ARTICLE IV
COVENANTS AND AGREEMENTS

Section 4.1.   Future Sale of Securities. 

Subject to Section 4.13, neither the Founder nor the Selling Shareholder shall, during six (6) months after the Closing, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares, whether now owned or hereafter acquired by the Founder or the Selling Shareholder, except any disposal of ADSs or Ordinary Shares pursuant to any trading plan established prior to the date hereof pursuant to Rule 10b5-1 of the Exchange Act. The Investor shall not, during six (6) months after the Closing, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares, whether now owned or hereafter acquired by the Investor.

Section 4.2.   Securities Compliance; Listing. 

Each of the Founder and the Selling Shareholder shall cause the Company to notify the SEC in accordance with the applicable Securities Laws of the transactions contemplated by this Agreement and the other Transaction Documents, and shall take all other necessary action and proceedings as may be required or permitted by applicable Securities Laws, for the legal and valid transfer of the Shares by the Selling Shareholder to the Investor. Each of the Founder and the Selling Shareholder shall cause the Company to, (a) maintain the listing of all of the ADSs on NASDAQ and (b) pay all fees and expenses in connection with satisfying the Company’s obligations under this Section 4.2. Each of the Founder and the Selling Shareholder shall cause the Company to not take any action that would be reasonably expected to result in the delisting or suspension of the ADSs on NASDAQ.

Section 4.3.   Issuance of ADSs.

Upon the Investor’s written request, each of the Founder and the Selling Shareholder shall cause the Company to, (a) consent to, and (b) use its best efforts to facilitate and take all other actions required (subject to compliance with the Securities Laws), to enable the deposit of any or all of the Shares by the Investor with the depositary for the issuance, within 10 Business Days of any request by Investor, of ADSs in accordance with the Deposit Agreement between the Company and Deutsche Bank Trust Company Americas as depositary (as may be amended or replaced from time to time).

Section 4.4.   SAFE Compliance.

The Founder shall use best efforts to complete all of the reporting, filing and registration requirements (including filings of amendments to existing registrations) under the SAFE Circulars, and obtain a SAFE registration form with respect to the change of his indirect shareholding in the Company after the Closing in form and substance reasonably satisfactory to the Investor as soon as practicable.  From and after the Closing, the Founder and the Selling Shareholder shall use best efforts to cause the Company to register the Company’s Incentive Plans with SAFE on behalf of the applicable PRC Subsidiaries’ employees in compliance with the SAFE Registration Requirements as soon as practicable to the extent required by applicable Laws.

Section 4.5.   Equity Pledges under VIE Agreements.  From and after the Closing, each of the Founder and the Selling Shareholder shall use best efforts to cause the Company to file or cause the

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filing of applicable equity pledge agreements under the VIE Agreements, in respect of the 100% equity interests of each of (a) Beijing Bona Advertising Co., Ltd. (北京博纳广告有限公司), (b) Bona Film Group Limited (博纳影业集团有限公司), and (c) Beijing Baichuan Movie Distribution Co., Ltd. (北京百川电影发行有限公司) with the competent PRC Governmental Authority as soon as practicable.

Section 4.6.   Spousal Consents under VIE Agreements.  From and after the Closing, each of the Founder and the Selling Shareholder shall use best efforts to obtain the due execution of the applicable spousal consents by all the nominee shareholders’ respective spouses relating to the applicable nominee shareholder’s execution, delivery, performance and approval of the VIE Agreements in respect of each of (a) Beijing Bona Advertising Co., Ltd. (北京博纳广告有限公司), (b) Bona Film Group Limited (博纳影业集团有限公司), and (c) Beijing Baichuan Movie Distribution Co., Ltd. (北京百川电影发行有限公司) as soon as practicable. For the avoidance of doubt, “spouse” shall only refer to the current or future spouse of the applicable nominee shareholder.

Section 4.7.   Leases.  From and after the Closing, each of the Founder and the Selling Shareholder shall use reasonable best efforts to procure the PRC Subsidiaries to obtain and maintain valid leases in relation to their respective business premises and registered addresses.

Section 4.8.   Press Release; Public Announcements and Filings.  The Company may issue a press release on or promptly after the date hereof and may furnish a current report on Form 6-K to the SEC which exhibits such press release; provided, however, the Investor shall have approved in writing such press release and Form 6-K prior to the issuance or filing thereof.  Each of the Investor and the Founder shall be entitled to file a copy of this Agreement as an exhibit to its Schedule 13D filing or Schedule 13G filing, as applicable, with the SEC with respect to the transactions contemplated hereunder to the extent required by applicable Law; provided, however, the Founder shall provide a copy of his Schedule 13D or 13G filing to the Investor for review a reasonable period of time before making the filing thereof and shall consider in good faith any comments or changes that the Investor may propose or suggest. No other written public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of (a) the Founder, with respect to any public release or announcement by the Investor, or (b) the Investor, with respect to any public release or announcement by the Company, in which case each of the Founder and the Selling Shareholder shall cause the Company to, and the Investor shall, issue such public release or announcement jointly, except as such release or announcement may be required by Law or the rules or regulations of any applicable securities exchange, in which case each of the Founder and the Selling Shareholder shall cause the Company to, and the Investor shall, as applicable, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

Section 4.9.   Use of Names.

(a)        Subject to Section 4.8, except as otherwise required by applicable Law or applicable stock exchange regulation, each of the Founder and the Selling Shareholder shall not, and shall cause the Company not to, use, directly or indirectly, the Investor’s name or the name of any of the Affiliates of the Investor in any advertisement, announcement, press release or other similar communication without the prior written consent of the Investor.

(b)        Subject to Section 4.8, except as otherwise required by applicable Law or applicable stock exchange regulation, the Investor shall not use, directly or indirectly, the Company’s name or the name of any of the Affiliates of the Company in any advertisement, announcement, press release or other similar communication without the prior written consent of the Founder or the Selling Shareholder.

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Section 4.10.   Accounting Treatment.  Each of the Founder and the Selling Shareholder shall use their commercially reasonable efforts and to facilitate incorporation of the results of operations of the Company into the results of operations of Fosun in accordance with and to the extent permitted by applicable accounting principles and policies; provided that the parties hereto agree that the Company shall not be required to change its accounting principles or policies.

Section 4.11.   Appointment of Investor Designee to the Board

To the extent permitted by applicable Law and applicable stock exchange regulation, each of the Founder and the Selling Shareholder shall use their best efforts to (i) support the election of an individual designated by the Investor (the “Investor Designee”) to the Board at the first regularly scheduled board meeting of the Company after the Closing Date or as soon thereafter as possible, (ii) cause any outstanding voting securities held by them or their Affiliates to be voted in favor of the re-election of the Investor Designee to the Board and (iii) cause any such individual to be appointed to one or more committees of the Board and the Company as Founder and Fosun may deem appropriate.

Section 4.12.   Fosun Covenants.  From and after Closing, Fosun and the Investor, jointly and severally, undertake to each of the Founder and the Selling Shareholder that:

(a)        the Investor will support the appointment of the Founder as the chief executive officer and the chairman of the Board, including without limitation, by (i) advising each director on the Board nominated by it or any of its Affiliates to vote, and (ii) causing all voting securities held or beneficially owned by it or any of its Affiliates to be voted (x) in favor of the nomination or re-election of the Founder as the chief executive officer and the chairman of the Board, and (y) against any proposal to remove the Founder from such positions.

(b)        the Investor will support the exercise of management power with respect to the Company by the Founder as the chief executive officer of the Company, including without limitation, by advising each director on the Board nominated by it or any of its Affiliates to vote in favor of the nomination of senior officers of the Company by the Founder, to the extent such nomination is submitted to the Board for approval.

(c)        Fosun and the Investor will use their commercially reasonable efforts to support the future debt and equity financing activities of the Company, including without limitation, the issuance of Equity Securities of the Company.  With respect to any financing proposals, Fosun (i) shall advise each director on the Board nominated by it or any of its Affiliates to vote in the same manner as the Founder, and (ii) shall cause all voting securities held or beneficially owned by it or any of its Affiliates to be voted, in the same manner as the Selling Shareholder which manner shall be, in the Founder’s best judgment, commercially reasonable to the Company.

(d)        Fosun will exercise commercially reasonable efforts to assist the Company to become a shareholder of Studio 8, LLC (“S8”) in accordance with terms of the memorandum of understanding dated as of June 4, 2014 by and between the Company and S8, and use its commercially reasonable efforts to cause the Company to become an exclusive distribution partner in the PRC for S8.

Section 4.13.   Right of First Refusal.  In the event that the Founder is no longer (x) an employee of the Company, and (y) a director of the Board, in each case as a result of (a) his voluntary resignation from the Company and the Board, or (b) termination by the Company for Cause. “Cause” shall mean only any of the following grounds: (i) death, (ii) physical or mental incapacitation so as to render the Founder incapable of performing his duty to the Company and the Board for a continuous period of 30 Business Days, or (iii) conviction of a crime related to his business activities that has resulted in a jail sentence, Fosun shall have a right of first refusal (the “Right of First Refusal”) with respect to any

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voluntary sale of Ordinary Shares beneficially owned by the Founder subject to the terms and conditions set forth below.

(a)        if the Founder has received a bona fide offer from any Person  (a “Third Party Purchaser”) for the purchase of all or any portion of any Ordinary Shares beneficially owned by him, the Founder shall offer such Ordinary Shares first to Fosun by sending written notice (an “Offering Notice”) to Fosun, which notice shall state (i) the number of Ordinary Shares proposed to be sold (the “Offered Securities”), (ii) the name and address of the Third Party Purchaser, (iii) the per share purchase price proposed to be paid by the Third Party Purchaser for the Offered Securities (the “Offer Price”), and (iv) all other material terms and conditions of the proposed sale.

(b)        For a period of ten (10) Business Days after the giving of the Offering Notice pursuant to Section 4.13(a) (the “Refusal Period”), Fosun or any of its Affiliates shall have the right to purchase all, but not less than all, of the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice, exercisable only by delivering written notice of the irrevocable exercise thereof (the “Exercise Notice”), prior to the expiration of the Refusal Period, to the Founder. The closing of the purchases of Offered Securities by Fosun or any of its Affiliates under this Section 4,13 shall be held within twenty (20) Business Days after the giving of the Exercise Notice or at such other time and place as the parties to the transaction may agree in writing.  In the event that Fosun fails to deliver the Exercise Notice within the Refusal Period or waives the Right of First Refusal prior to the expiration of the Refusal Period, the Founder may sell the Offered Securities to a Third Party Purchaser on terms and conditions no more favorable to the Third Party Purchaser than those set forth in the Offering Notice.

(c)        The Right of First Refusal shall not apply to any sale of Ordinary Shares (i) to any Affiliate of the Founder, or (ii) not exceeding an aggregate number of Ordinary Shares (excluding any Ordinary Shares transferred pursuant to sub-sections (i) above) representing 5% of the total issued and outstanding share capital of the Company as of the date of this Agreement (proportionally adjusted for share split, share combination, share dividend, share reorganization or similar events). For the avoidance of doubt, the Right of First Refusal shall not apply to any transfer made (x) as a bona fide gift, through will or intestacy, to the parents, spouse or lineal descendants of the Founder, or to trusts for the benefit of such persons for bona fide estate planning purposes, or (y) pursuant to any requirement of law or any settlement of a legal claim.

Section 4.14. Termination. The provisions of Sections 4.11 and 4.13 shall terminate as soon as Fosun beneficially owns less than 5% of the total issued and outstanding Ordinary Shares on a fully-diluted basis.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1.   Conditions to Obligations of the Selling Shareholder.  The obligations of the Selling Shareholder to consummate the transactions contemplated by this Agreement and each other Transaction Document to which the Selling Shareholder is a party are subject to the satisfaction on or prior to the Closing of the conditions set forth below unless waived in writing by the Selling Shareholder.

(a)        Representations and Warranties.  All representations and warranties made by the Investor in Section 3.3 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

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(b)        Performance of Obligations.  The Investor shall have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement and the other Transaction Documents prior to or as of the Closing.

(c)        No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Company or any of its Subsidiaries to dispose of all or a material portion of the business or assets of the Company or any of its Subsidiaries as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d)        Compliance Certificate.  The Investor shall have delivered to the Selling Shareholder a certificate, executed by an authorized signatory of the Investor, dated as of the date of the Closing, certifying that the conditions set forth in Section 5.1(a)and Section 5.1(b)have been satisfied.

(e)        Consents.  The Investor shall have obtained any and all Authorizations necessary or appropriate for consummation of the purchase of that portion of Shares and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the date of the Closing, all of which shall be in full force and effect.

(f)        Other Closing Deliveries.  The Investor shall have delivered the other closing deliveries applicable to the Closing set forth in Section 2.5.

Section 5.2.   Conditions to Obligations of the Investor.  The obligations of the Investor to consummate the transactions contemplated by this Agreement and each other Transaction Document to which the Investor is a party to be consummated at the Closing are subject to the satisfaction on or prior to the Closing of the conditions set forth below unless waived in writing by the Investor.

(a)        Representations and Warranties.  All representations and warranties made by the Founder and the Selling Shareholder in Section 3.1 and Section 3.2 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (ii) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b)        Performance of Obligations.  Each of the Founder and the Selling Shareholder shall have performed or complied in all material respects with all obligations and covenants required to be performed by such Party under this Agreement and the other Transaction Documents prior to or as of the Closing.

(c)        No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Company or any of its Subsidiaries to dispose of all or a material portion of the business or assets of the Company or any of its Subsidiaries as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

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(d)        No Material Adverse Effect.  There shall not have been any change, event, circumstance, development, condition or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e)        Compliance Certificate.  The Selling Shareholder shall have delivered to the Investor a certificate, executed by an authorized signatory of such Party, dated as of the date of the Closing, certifying that the conditions set forth in Section 5.2(a), Section 5.2(b)and Section 5.2(d)applicable to such Party have been satisfied.

(f)        Consents.  The Selling Shareholder shall have obtained any and all Authorizations necessary or appropriate for consummation of the sale of that portion of Shares and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the date of the Closing, all of which shall be in full force and effect.

(g)        No Suspension.  No stop order or suspension of trading shall have been imposed by NASDAQ, the SEC or any other Governmental Authority with respect to public trading in the ADSs.

(h)        Other Closing Deliveries.  Each of the Founder and the Selling Shareholder shall have delivered the other closing deliveries applicable to the Closing set forth in Section 2.4.

ARTICLE VI
TERMINATION

Section 6.1.   Termination.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time prior to any Closing:

(a)        by the mutual written consent of the Selling Shareholder and the Investor;

(b)        by either the Selling Shareholder or the Investor, upon written notice to the other Party or Parties, if any Governmental Authority shall have issued any Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Governmental Order shall have become final and nonappealable;

(c)        by the Investor in the event of any material breach of any representation, warranty, covenant or agreement of any other Parties contained herein and the failure of such other Parties to cure such breach within seven (7) days after receipt of notice from the Investor requesting such breach to be cured;

(d)        by the Selling Shareholder in the event of any material breach of any representation, warranty, covenant or agreement of the Investor contained herein and the failure of the Investor to cure such breach within seven (7) days after receipt of notice from the Selling Shareholder requesting such breach to be cured; or

(e)        by either the Selling Shareholder or the Investor in the event that Closing shall not have occurred by July 31, 2014.

provided, however that any right to terminate this Agreement pursuant to clause (b), (c), (d) or (e) of this Section 6.1 shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred on or before such date.

Section 6.2.   Notice of Termination.  Any Party desiring to terminate this Agreement pursuant to Section 6.1 shall give written notice of such termination to the other Parties.

Section 6.3.   Effect of Termination.  In the event of termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become null and void and there shall be no Liability on the part of any Party

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except for this Section 6.3 and Article VII and Article VIII, each of which shall survive termination; provided, however, nothing herein shall relieve any Party from Liability for any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement occurring prior to such termination.

Section 6.4.   Refund of Purchase Price.  In the event that (a) the Purchase Price has been deposited in accordance with Section 2.3 hereof, and (b) this Agreement is terminated prior to Closing in accordance with its terms, the Selling Shareholder shall, and the Founder shall promptly cause the Selling Shareholder to, refund the Purchase Price to the Investor to a bank account notified by the Investor to the Selling Shareholder in writing by the later of (i) the fifth (5th) Business Day following the date of such termination, and (ii) the third (3rd) Business Day following the date of the delivery of such notice.

ARTICLE VII
INDEMNIFICATION

Section 7.1.   Survival of Representations, Warranties, Covenants and Agreements.  Notwithstanding any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of any representation or warranty made by or on behalf of the Parties, all representations and warranties contained in this Agreement, the other Transaction Documents or any certificate delivered in connection herewith and therewith shall be deemed to be material and to have been relied upon by the Parties. All such representations and warranties shall survive the Closing and remain in full force and effect until the first (1st) anniversary of the date of the Closing; provided, however, (a) the representations and warranties set forth in Sections 3.1(i), 3.1(j), 3.2(f), 3.2(i), 3.2(k), 3.2(o) and 3.2(s) shall survive the Closing and remain in full force and effect until the third (3rd) anniversary of the date of the Closing, and (b) the representations and warranties set forth in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e), 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(h) shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations; provided, further, such expiration shall not affect the rights of any Indemnified Party under Article VII or otherwise to seek recovery of Losses arising out of any fraud, willful breach or intentional misrepresentation. If a claim for indemnification has been timely made pursuant to Section 7.5, such representation and warranty shall continue to survive and be fully effective and enforceable until a final and non-appealable order or judgment of a court of competent jurisdiction. The covenants and agreements of any Party contained in this Agreement shall survive the Closing until they are terminated, whether by performance thereof, their express terms or as a matter of applicable Law.

Section 7.2.   Indemnification.

(a)        Each of the Founder and the Selling Shareholder (each, a “Indemnifying Party”) shall, jointly and severally, indemnify and hold Fosun, the Investor and their directors, officers, employees, Affiliates, agents, assigns and transferees (each, an “Indemnified Party”) harmless from and against any Liabilities, judgments, fines and expenses of any kind or nature whatsoever, including any investigative, legal and other expenses and any amounts paid in settlement suffered or incurred by any Indemnified Party (the “Losses”) resulting from, arising out of or in connection with: (i) any inaccuracy or breach of any representation or warranty of any Indemnifying Party contained in this Agreement, any other Transaction Document or any certificate delivered by or on behalf of any Indemnifying Party in connection herewith or therewith; (ii) any breach of any covenant or agreement of any Indemnifying Party contained in this Agreement, any other Transaction Document or any certificate delivered by and on behalf of any Indemnifying Party in connection herewith or therewith; and (iii) any Tax Liability of any Indemnifying Party that such Indemnifying Party is obligated to pay, or withhold from the Purchase Price paid to the Selling Shareholder for the Shares, arising out of the transactions contemplated by this Agreement.

(b)        Notwithstanding Section 7.2(a), none of the Indemnifying Parties shall be liable under this Agreement for any punitive, incidental or consequential damages, unless such punitive, incidental or consequential damages are awarded against an Indemnified Party in a third-party claim.

Section 7.3.   Materiality Determination.

(a)        Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, for purposes of the indemnification provisions in Section 7.2, any determination of whether any breach of a representation or warranty has occurred under this Agreement shall be made in strict accordance with the terms of the relevant representation or

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warranty, taking into account any and all “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained therein.

(b)        Once a breach is determined to have occurred in accordance to Section 7.3(a), for the purpose of determining the amount of Losses resulting from such breach, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and not be given effect (as if such standard or qualification were deleted from such representation or warranty).

Section 7.4.   Limitations.

(a)        Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, willful breach or intentional misrepresentation or a breach of the repayment obligation set forth in Section 6.4, (i) an Indemnified Party shall not be entitled to indemnification pursuant to Section 7.2 unless and until the total amount of the Losses incurred by all Indemnified Parties exceeds Five Hundred Thousand Dollars (US$500,000)), and (ii) the aggregate Liability of the Indemnifying Parties to the Indemnified Parties for indemnification under Section 7.2 shall be limited to no more than the total Purchase Price received by the Selling Shareholder under Section 2.3.

(b)        The amount of any Losses incurred by any Indemnified Party shall be reduced by the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or in connection with, insurance payments for the Losses. Such Indemnified Party shall use commercially reasonable efforts to effect any such recovery.

(c)        For the avoidance of doubt, any Liability under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, and no Indemnified Party shall be entitled to recover the same Losses or obtain payment, reimbursement or restitution for the same expenses more than once in respect of any inaccuracy or breach of any provision of this Agreement.

Section 7.5.   Notice of Claims; Procedures.  If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand. If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Section 7.6.   Investigation.  The representations, warranties, covenants and agreement of the Indemnifying Parties, and any Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of any Indemnified Party or by reason of the fact that the Indemnified Party knew or should have known that any such

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representation or warranty is, was or might be inaccurate or by reason of any Indemnified Party’s waiver of any condition set forth in Section 5.2.

Section 7.7.   Payment.  Upon the earlier to occur of (i) the agreement of the Indemnifying Party to pay the amount claimed by an Indemnified Party in a claim notice issued in accordance with Section 7.5, or (ii) a final determination of the arbitral tribunal as provided for in Section 8.11 that any amount is payable by an Indemnifying Party hereunder, such Indemnifying Party shall pay the Indemnified Party as soon as commercially practicable but in no event more than fifteen (15) Business Days thereafter.

ARTICLE VIII
GENERAL PROVISIONS

Section 8.1.   Further Assurances.  Each Party agrees that it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any other Party in order to effectuate the transactions contemplated hereby.

Section 8.2.   Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 8.3.   Entire Agreement.  This Agreement and the other Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

Section 8.4.   Assignment.  Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Parties, except that the Investor may assign all or any of its rights and obligations hereunder without consent to any of its Affiliates or any permitted transferee of the Shares. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 8.5.   Amendment; Waiver.  No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 8.6.   Specific Performance.  The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 8.7.   No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

Section 8.8.   Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses, whether or not any Closing shall have occurred.

Section 8.9.   Notices.  Any notice required or permitted pursuant to this 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 the address set forth below (or 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 8.9). Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused).

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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.

(a)        If to the Founder or the Selling Shareholder:

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
Attention: Dong Yu
E–mail: yudong@bonafilm.cn

with copies to (which shall not constitute notice):

Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
Attention: Chris Lin
Facsimile: (+852) 2869-7694
E–mail: clin@stblaw.com

(b)        If to Investor:

Room 808

ICBC Tower

3 Garden Road, Central

Hong Kong

Attention: Fidelidade – Companhia de Seguros, S.A.

with copies to (which shall not constitute notice):

Morrison & Foerster
Edinburgh Tower, 33/F
The Landmark, 15 Queen’s Road Central
Attention: Greg Wang
Facsimile:  +852-2585-0800
E–mail: gwang@mofo.com

(c)       If to Fosun:

Room 808

ICBC Tower

3 Garden Road, Central

Hong Kong

Attention: Fosun International Limited

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with copies to (which shall not constitute notice):

Morrison & Foerster
Edinburgh Tower, 33/F
The Landmark, 15 Queen’s Road Central
Attention: Greg Wang
Facsimile:  +852-2585-0800
E–mail: gwang@mofo.com

Section 8.10.   Governing Law.  This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

Section 8.11.   Dispute Resolution.

(a)        Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Parties.

(b)        The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. There shall be one arbitrator agreed to by the Parties, and if they cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three arbitrators shall be appointed. In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “Claimant Side”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “Respondent Side”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator. The third arbitrator shall be the presiding arbitrator. The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c)        The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.11, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 8.11 shall prevail.

(d)        Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e)        The arbitration shall be conducted in private. Each Party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.

(f)        The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

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(g)        The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h)        Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i)         During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(j)         The Parties to this Agreement agree to the consolidation of arbitrations under the Transaction Documents in accordance with the following:

(i)         In the event of two or more arbitrations having been commenced under any of the Transaction Documents, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (A) there are issues of fact and/or law common to the arbitrations, (B) the interests of justice and efficiency would be served by such a consolidation, and (C) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(ii)        The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All Parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(iii)       If the Principal Tribunal makes an order for consolidation, it: (A) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (B) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (C) may also give such directions as it considers appropriate (x) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 8.11); and (y) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

(iv)       Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the consolidation order. Such cessation is without prejudice to (A) the validity of any acts done or orders made by such arbitrators before termination, (B) such arbitrators’ entitlement to be paid their proper fees and disbursements and (C) the date when any claim or defence was raised for the purpose of applying any limitation period or any like rule or provision.

(v)        The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 8.11 where such objections are based solely on the fact that consolidation of the same has occurred.

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Section 8.12.   Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties 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.

[Remainder of page intentionally left blank]

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

FOUNDER:
By:	/s/ Dong Yu
	Name:	Dong Yu
SELLING SHAREHOLDER:
SKILLGREAT LIMITED
By:	/s/ Dong Yu
	Name:	Dong Yu
	Title:	Director

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

INVESTOR:
FIDELIDADE – COMPANHIA DE SEGUROS, S.A.
By:	/s/ Qinbin Wang
	Name:	Qinbin Wang
	Title:	Authorized Signatory
By:	/s/ Guoqi Ding
	Name:	Guoqi Ding
	Title:	Authorized Signatory
FOSUN INTERNATIONAL LIMITED:
By:	/s/ Guoqi Ding
	Name:	Guoqi Ding
	Title:	Authorized Signatory

EX-99.3

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 Virgin Islands as lender (the “Lender”).

Borrower, Guarantor and Lender are sometimes herein referred to each as a “Party” and collectively as the “Parties”.

Borrower, Guarantor and an Affiliate of Lender (the “Initial Lender”) entered into a Loan Agreement, dated as of July 13, 2014 (the “Initial Loan Agreement”), pursuant to which Borrower requested the Initial Lender to make a term loan to Borrower in an aggregate principal amount of US$ 22,232,863.80 to purchase certain ordinary shares of BONA, par value US$0.0005 per share (the “Ordinary Shares”) (the “Share Acquisition”).  The Initial Lender extended such loan to Borrower, which loan would be guaranteed by the Guarantor, upon the terms and subject to the conditions set forth in the Initial Loan Agreement.

The Initial Lender and the Lender subsequently entered into an Assignment and Assumption, dated as of July 23, 2014, pursuant to which the Initial Lender assigned all of its rights and obligations under the Initial Loan Agreement to the Lender, and in connection therewith, the Parties have agreed to amend and restate the Initial Loan Agreement.

Accordingly, the Parties hereto agree to amend and restate the Initial Loan Agreement in its entirety as follows:

Section 1.Definitions.  The following terms when used herein shall have the following meanings:

“Additional Pledged Collateral” means any and all (i) securities (including additional capital stock or other equity securities or other interests in BONA), property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, the Pledged Shares, and (ii) cash and non-cash proceeds of the Pledged Shares, and all supporting obligations, of any or all of the foregoing, in each case from time to time received or receivable by, or otherwise paid or distributed to or acquired by, Borrower.

“Affiliate” means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person (“control,” “controlled by” and “under common control with” with respect to any Person meaning for the purposes of the foregoing the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise).

“Beginning Reference Share Price” means the Listed Share Price, (a) as determined based on the volume weighted average closing price over the twenty (20) trading days immediately preceding July 13, 2014, and (b) following each new deposit of additional Pledged Shares as Collateral in accordance with Section 6(b)(ii), as determined based on the volume weighted average closing price over the twenty (20) trading days immediately preceding the date of such new deposit.

“BONA” means Bona Film Group Limited, a company incorporated in the Cayman Islands.

“Business Day” means a day other than a Saturday or a Sunday on which banks are open for business in Hong Kong and Shanghai.

“Collateral” means the property described in the Collateral Documents.

“Collateral Documents” means any agreement pursuant to which Borrower, Guarantor or any other Person provides a Lien on its assets in favor of the Lender in connection with this Agreement and all filings, documents and agreements made or delivered pursuant thereto, including any Equitable Share Mortgage.

“Default” means any Event of Default (as defined in Section 8) or any event or condition that constitutes or, with notice or lapse of time or both would constitute, an Event of Default.

“Equitable Share Mortgage” means an Equitable Share Mortgage between Borrower as mortgagor and the Lender as mortgagee in substantially the form attached hereto as Exhibit A, and each other similar security instrument entered into by Borrower or the Guarantor in favor of the Lender in connection with this Agreement.

“Guarantor” has the meaning set forth in the preamble hereto.

“Guaranty” means the guaranty hereof provided by the Guarantor in accordance with Section 11.

“Legal Reservations” means:  (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, or subject to defenses of set-off or counterclaim, and (c) in relation to the Guaranty granted by the Guarantor, in addition to sub-clauses (a) and (b) above, the compliance with all applicable laws and regulations in the PRC, including without limitation, compliance with the Circular on Relevant Issues Concerning Foreign Exchange Regulation Encouraging and Guiding Private Investment issued by the State Administration of Foreign Exchange on June 15, 2012 and effective as of July 1, 2012.

“Lien” means any mortgage, deed of trust, pledge, security interest, assignment, deposit arrangement, charge or encumbrance, lien (statutory or other), or other preferential arrangement (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing or any agreement to give any security interest).

“Listed Share Price” means the listed market price on the NASDAQ Global Select Market of an American Depositary Share of the capital stock of BONA.

“Loan Document” means this Agreement, any Note (entered into pursuant to Section 2(b)) and all Collateral Documents and each document executed by Borrower or Guarantor and delivered to Lender in connection with or pursuant to any of the foregoing.

“Material Adverse Effect” means a material adverse change in or effect on the legality, validity, binding effect or enforceability of the Loan Documents or the rights and remedies of the Lender under any of the Loan Documents.

“Maturity Date” means either (a) the date that is one (1) year from the Closing Date, or (b) such later date as may be extended by the Borrower in accordance with Section 2(c).

“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or any other entity of whatever nature, including any governmental agency or authority.

“Pledged Shares” means all of the issued and outstanding shares of the capital stock, whether certificated or uncertificated or taking the form of American Depositary Shares or otherwise, of BONA owned by Borrower and pledged by Borrower as Collateral under the Equitable Share Mortgage to secure the obligations under the Loan Documents.

“Share Purchase Agreement” means the Share Purchase Agreement, dated as of July 13, 2014, among Borrower, Guarantor, Fosun International Limited and the Investor named therein.

Section 2.The Loan and Payments.

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(a)The Loan.  The Lender agrees, on the terms and conditions hereinafter set forth, to make a term loan (the “Loan”) to Borrower on the Closing Date, in a principal amount of US$22,232,863.80.  Any amount of the Loan repaid may not be reborrowed.  Upon fulfillment of the applicable conditions set forth in Section 4, the Lender shall make the Loan available to Borrower in same day funds, or such other funds as shall separately be agreed upon by Borrower and the Lender, in accordance with the payment instructions provided to the Lender.

(b)Evidence of Indebtedness.  After the Closing Date and at the request of the Lender, Borrower shall execute and deliver for account of the Lender a promissory note (the “Note”) of the Indebtedness of Borrower to the Lender resulting from the Loan made by the Lender.

(c)Repayment and Extension of Term.  Borrower shall repay to the Lender the principal amount of the Loan in full plus all accrued and unpaid interest on the Maturity Date.  The Loan shall have an initial loan term of one (1) year from the Closing Date.  Borrower may extend the term by up to six (6) months from the end of the initial term by giving prior notice to the Lender no later than one (1) month prior to the end of the initial term.

(d)Interest.  Subject to Section 2(e) and Section 3(a), interest shall accrue on the unpaid principal amount of the Loan from the Closing Date to but excluding the Maturity Date, at a rate per annum equal 4.5% per annum.

(e)Default Interest.  Upon the occurrence and during the continuance of an Event of Default, interest hereon shall accrue at a rate per annum which is 1.5% higher than the rate of interest set forth above; provided that payment of any such interest at such rate shall not constitute a waiver of any Event of Default and shall be without prejudice to the right of the Lender to exercise any of its rights and remedies hereunder.

(f)Computations.  All computations of interest shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. For the avoidance of doubt, the interest shall not be calculated on a compounded basis.

(g)Payments.  All payments hereunder shall be made in lawful money of the United States of America and in same day or immediately available funds, prior to 12:00 noon (Shanghai time), to the Lender, in accordance with the Lender’s payment instructions.  Whenever any payment hereunder shall be stated to be due, or whenever any other date specified hereunder would otherwise occur, on a day other than a Business Day, then, except as otherwise provided herein, such payment shall be made, and such other date shall occur, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest hereunder.

(h)Setoff.  Borrower agrees to make all payments under the Loan Documents without setoff or deduction and regardless of any counterclaim or defense.

(i)Highest Lawful Rate.  In no event shall Borrower be obligated to pay the Lender interest, charges or fees at a rate in excess of the highest rate permitted by applicable law.

Section 3.Prepayments.

(a)Optional Prepayment.  Borrower may, at any time and from time to time, prepay in cash the outstanding principal amount hereof, plus any accrued but unpaid interest and any fees which are due and owing, in whole or in part, without premium or penalty.

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(b)Mandatory Prepayment.  Within three (3) Business Days of receipt by Borrower of either (A) Additional Pledged Collateral consisting of cash, or (B) cash or noncash proceeds from any sale or transfer of the Pledged Shares or any rights relating thereto by Borrower, Borrower must prepay the outstanding amount hereof in cash in an amount equal to the entire amount received by Borrower (with respect to any noncash proceeds, the amount to be prepaid in cash shall be the fair market value of such noncash proceeds, as determined by the Lender acting reasonably). The Borrower must prepay the entire principal amount of the Loan within three (3) Business Days after the termination of the Share Purchase Agreement prior to the closing thereunder.

Section 4.Conditions Precedent to the Loan.  The obligation of the Lender to make the Loan on the date of the borrowing hereunder , which shall be a Business Day that is no later than the third (3rd) Business Day following July 13, 2014 shall be subject to the satisfaction of each of the following conditions precedent before or concurrently with the making of the Loan:

(a)Loan Documents.  The Lender shall have received all the Loan Documents (inclusive of the Equitable Share Mortgage but not the other Collateral Documents), duly executed by the Borrower and/or the Guarantor, as applicable.

(b)Material Adverse Effect.  On and as of the date of the Loan, there shall have occurred no Material Adverse Effect since the date of this Agreement.

(c)Representations and Warranties; No Default.  On the Closing Date, both before and after giving effect thereto and to the application of proceeds therefrom:  (i) the representations and warranties contained in Section 5 and in the other executed Loan Documents shall be true, correct and complete in all material respects on and as of the Closing Date as though made on and as of such date; and (ii) no Default shall have occurred and be continuing or shall result from the making of the Loan.  The giving of any notice of borrowing and the acceptance by Borrower of the proceeds of the Loan shall be deemed a certification to the Lender that on and as of the date of the Loan such statements are true.

The Parties hereto acknowledge and agree that the initial borrowing occurred on July 16, 2014 (the “Closing Date”) and the conditions precedent under Section 4 were satisfied as of such date.

Section 5.Representations and Warranties.  Borrower and the Guarantor represent and warrant to the Lender that:

(a)The execution, delivery and performance by Borrower and Guarantor of the Loan Documents to which such person or entity is a party, and the borrowing under this Agreement, are within each such person’s or entity’s powers and have been duly authorized by all necessary action, subject, in the case of the Guaranty, to sub-clause (c) of the definition of “Legal Reservations”.

(b)The execution, delivery and performance by Borrower and Guarantor of this Agreement will not violate any provision of any law, rule, regulation, order, judgment, decree or the like binding on or affecting such Person, subject, in the case of the Guaranty, to sub-clause (c) of the definition of “Legal Reservations”.

(c)Subject to the Legal Reservations, this Agreement constitutes the legal, valid and binding obligation of Borrower and Guarantor, enforceable against such Person in accordance with its terms.

(d)No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental agency or authority, or approval or consent of any other person or entity, is required for the due execution, delivery or performance by Borrower and Guarantor of this Agreement, except for recordings or filings in connection with the perfection of the Liens on the Collateral in favor of the

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Lender, and in the case of the Guaranty, subject to sub-clause (c) of the definition of “Legal Reservations”.

Section 6.Affirmative Covenants.  So long as any amount payable by Borrower hereunder shall remain unpaid, Borrower shall:

(a)Reports and Other Information.  Furnish to the Lender:

(i)promptly after Borrower has knowledge or becomes aware of the occurrence of any Default, a statement setting forth details of such Default and the action which Borrower or Guarantor proposes to take with respect thereto;

(ii)prompt written notice of all actions, suits and proceedings before any arbitrator, court or governmental department, commission, board, bureau, agency or other instrumentality, domestic or foreign, pending, or to the best of Borrower’s knowledge, threatened against or affecting Borrower or Guarantor, which may cause a Material Adverse Effect; and

(iii)prompt written notice of any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect.

(b)Collateral.

(i)On or prior to the Closing Date, enter into an Equitable Share Mortgage and pledge as initial Collateral the Pledged Shares, such that as calculated on July 13, 2014, the ratio of the outstanding principal amount of the Loan to the fair market value of such Collateral (the “Loan-to-Value Ratio”), as determined using the Beginning Reference Share Price, shall not exceed 80%, and enter into such other Collateral Documents relating to such Equitable Share Mortgage within the grace periods described in such Equitable Share Mortgage.

(ii)Promptly after the Listed Share Price falls below 65% of the Beginning Reference Share Price (which reference price is reset each time such trigger occurs, as described in clause (b) of such defined term), Borrower shall pledge such additional Ordinary Shares as Collateral to secure the obligations under the Loan Documents, such that the Loan-to-Value Ratio as of such date of deposit, as determined using the Listed Share Price at the close of trade two (2) Business Days prior to such date, shall fall below 80%.  Borrower shall promptly take such action (including executing and delivering such share charges or mortgages, assignments, security agreements, control agreements and other instruments (whether executed in blank or otherwise)) as shall be reasonably requested by the Lender to create, in favor of the Lenders, perfected security interests and Liens in such additional Pledged Shares as Collateral to secure the obligations under the Loan Documents.

(c)Compliance with Laws and Agreements.  Comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any court or governmental department, commission, board, bureau, agency, or other instrumentality, domestic or foreign, and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound, if failure to so comply has or would reasonably be expected to have a Material Adverse Effect.

(d)Use of Proceeds.  Use the proceeds hereof only for purpose of funding a portion of the purchase price for the Share Acquisition.

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(e)Further Assurances.  Take any action reasonably requested by the Lender to carry out the purpose and intent of this Agreement and the other Loan Documents.

Section 7.Negative Covenants.  So long as any amount payable by Borrower hereunder shall remain unpaid, Borrower agrees that it shall not:

(a)Liens.  Create, incur, assume or suffer to exist any Lien upon the Collateral, other than in favor of the Lender.

(b)Negative Pledge.  Enter into or cause, suffer or permit to exist any agreement with any Person other than Lender which prohibits or limits the ability of Borrower to create, incur, assume or suffer to exist any Lien upon the Collateral.

(c)Sale of Collateral.  Except in compliance with Section 3(b) hereof, sell, transfer, lease, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) any part of the Collateral to any Person other than Lender.

Section 8.Events of Default.  Any of the following events which shall occur shall constitute an “Event of Default”:

(a)Borrower or Guarantor shall fail to pay when due any amount of principal or interest hereunder or other amount payable hereunder unless payment is made within twenty (20) days of its due date..

(b)Any representation or warranty by Borrower or Guarantor under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made.

(c)Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 6(b) and Section 7.

(d)Borrower or Guarantor shall fail to perform or observe any other material obligation of Borrower or Guarantor contained in any Loan Document and any such failure shall remain unremedied for a period of 15 Business Days from (whichever is earlier) the Lender giving notice to the Borrower or the Borrower becoming aware of such failure to comply (unless such failure is not capable of remedy).

(e)(i) Borrower or Guarantor shall admit in writing its inability to, or shall fail generally or be generally unable to, pay its debts (including its payrolls) as such debts become due, or shall make a general assignment for the benefit of creditors, (ii) Borrower or Guarantor shall file a voluntary petition in bankruptcy or a petition or answer seeking reorganization, to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act of 1978, as amended or recodified from time to time (the “Bankruptcy Code”) or under any other state or federal law, or the law of another jurisdiction relating to bankruptcy or reorganization granting relief to debtors, whether now or hereafter in effect, or shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition filed against Borrower or Guarantor pursuant to the Bankruptcy Code or any other state or federal law, or the law of another jurisdiction relating to bankruptcy or reorganization granting relief to debtors, (iii) Borrower or Guarantor shall be adjudicated a bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any custodian, receiver or trustee for all or any substantial part of Borrower’s or Guarantor’s property, or shall take any action to authorize any of the actions or events set forth above in this Section 8(e), (iv) an involuntary petition seeking any of the relief specified in this Section 8(e) shall be filed against Borrower or Guarantor and

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shall not be dismissed or stayed within 60 days, or (v) any final and non-appealable order for relief shall be entered against Borrower or Guarantor in any involuntary proceeding under the Bankruptcy Code or any other state or federal law, or the law of another jurisdiction referred to in this Section 8(e).

(f)Borrower shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), (ii) suspend its operations other than in the ordinary course of business, or (iii) take any action to authorize any of the foregoing actions or events.

(g)The Guaranty shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or Guarantor or any other Person shall contest in any manner the validity or enforceability thereof, subject to sub-clause (c) of the definition of “Legal Reservations”.

(h)(i) Subject to Legal Reservations, any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or (ii) any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien in any of the Collateral purported to be covered thereby except primarily resulting from any act or omission by the Lender.

(i)Borrower or Guarantor shall have breached any of the provisions of the Share Purchase Agreement set forth below, and such breach shall have remained uncured following the expiry of any grace or cure period provided thereunder:

(A) Failure to deliver the Shares (as defined therein) to the Investor (as defined therein) in accordance with Article II of the Share Purchase Agreement;

(B) A breach of the representations and warranties set forth in Sections 3.1(b), 3.1(c), 3.1(d) and 3.1(e) of the Share Purchase Agreement; or

(C) A breach of the refund obligations set forth in Section 6.4 of the Share Purchase Agreement.

Section 9.Remedies.  If any Event of Default shall occur and be continuing, the Lender may (i) by notice to Borrower, declare the entire unpaid principal amount of this Agreement, all interest accrued and unpaid hereon and all other amounts payable hereunder to be forthwith due and payable, whereupon all unpaid principal under this Agreement, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that upon the occurrence of an Event of Default described in Sections 8(e) or 8(f), the result which would otherwise occur only upon giving of notice by the Lender to Borrower as specified above shall occur automatically, without the giving of any such notice; and (ii) whether or not the actions referred to in clause (i) have been taken, exercise any or all of the Lender’s rights and remedies under the Loan Documents, and proceed to enforce all other rights and remedies available to the Lender under applicable law.

Promptly after the occurrence of any Event of Default, (i) Guarantor shall advise all members of the board of directors of BONA to immediately approve any transfer of Pledged Shares from Borrower to Lender as Lender may request pursuant to any Equitable Share Mortgage and the updating of the register of members of BONA to record such transfer, provided that such transfer shall comply with the then-effective memorandum and articles of association of BONA, and (ii) upon Lender’s written request, each of Guarantor and Borrower shall cause BONA to (a) consent to, and (b) use its best efforts to facilitate and take all other actions required (subject to compliance with applicable securities laws), to enable the deposit of any or all of Pledged Shares transferred to Lender with BONA’s depositary for the issuance, within 10 Business Days of any request by Lender, of American Depositary Shares in accordance with the

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Deposit Agreement between BONA and Deutsche Bank Trust Company Americas as depositary (as may be amended or replaced from time to time).

Section 10.Costs and Expenses.  Borrower agrees to pay on demand all costs and expenses of the Lender, and the fees and disbursements of counsel, reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery of any amendments, modifications or waivers of the Loan Documents in connection with any Default, and (ii) the enforcement or attempted enforcement of, and the protection or preservation of any rights under, any Loan Document, and any out-of-court workout or other refinancing or restructuring or in any bankruptcy case, including, without limitation, any and all losses, costs and expenses sustained by the Lender as a result of any failure by Borrower to perform or observe its obligations contained in any Loan Document.  In addition, Borrower agrees to indemnify the Lender against and hold it harmless from any and all present and future stamp, transfer, documentary and other such taxes, levies, fees, assessments and other charges of a similar nature made by any jurisdiction by reason of the execution, delivery, performance and enforcement of this Agreement, except as imposed on or calculated by reference to the net income received or receivable by the Lender.

Section 11.Guaranty.

(a)Guaranty.  Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt payment when due (whether at stated maturity, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of Borrower to Lender when due under or in connection with this Agreement and any other Loan Document, including all unpaid principal, all interest accrued thereon, all fees due to Lender and all other amounts payable by Borrower to Lender thereunder or in connection therewith, and including interest that accrues after the commencement by or against Borrower of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with respect thereto (an “Insolvency Proceeding”).  The foregoing indebtedness, liabilities and other obligations of Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by Guarantor in connection with this Guaranty (including any and all amounts due under Section 10 hereof), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

(b)Liability of Guarantor.  The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations.  In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows:  (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any Person, or against any collateral for any Guaranteed Obligations; (ii) this Guaranty is a guaranty of payment when due and not of collectibility; (iii) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, (A) any Insolvency Proceeding with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or

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other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty, including, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any collateral securing the Guaranteed Obligations; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other Person may have or assert, including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any Loan Document or this Guaranty or any other document related thereto; (F) any direction of application of payment to Borrower, Guarantor, any other guarantor or other Person; and (G) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations.

(c)Consents.  Guarantor hereby consents and agrees that, without notice to or further assent from Guarantor and in each case in accordance with the terms of the relevant Loan Document:  (i) the time, manner, place or terms of any payment under any Loan Document may be extended or changed, including by an increase or decrease in the interest rate on any Guaranteed Obligation or any fee or other amount payable under such Loan Document, by a modification or renewal of any Loan Document or otherwise; (ii) the time for Borrower’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as Lender may deem proper; (iii) Lender may discharge or release, in whole or in part, any other guarantor or any other Person liable for the payment and performance of all or any part of the Guaranteed Obligations, and may permit or consent to any such action or any result of such action, and Lender shall not be liable to Guarantor for any failure to collect or enforce payment of the Guaranteed Obligations; (iv) Lender may take and hold security of any kind, at any time, as collateral for the Guaranteed Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (v) Lender may request and accept other guaranties of the Guaranteed Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (vi) Lender may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege granted by any Loan Document, or otherwise available to Lender, with respect to the Guaranteed Obligations and any collateral therefor, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of Guarantor against Borrower; all as Lender may deem advisable, and all without impairing, abridging, releasing or affecting this Guaranty.

(d)Waivers.  (A) Guarantor waives and agrees not to assert:  (i) any right to require Lender to proceed against Borrower, any other guarantor or any other Person, to proceed against or exhaust any collateral or other security held for the Guaranteed Obligations (except to the extent required by applicable law), to give notice of or institute any public or private sale, foreclosure, or other disposition of any collateral or security for the Guaranteed Obligations, including, without limitation, to comply with applicable provisions of the New York Uniform Commercial Code (“UCC”) or any equivalent provision of any other applicable law in connection with the sale, foreclosure, or other disposition of any collateral or to pursue any other right, remedy, power or privilege of Lender whatsoever; (ii) any defense arising by reason of any lack of corporate or other authority or any other defense of Borrower, Guarantor or any other Person; and (ii) any rights to set-offs and counterclaims.  (B) Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Lender upon this Guaranty, or the exercise of any right, power or privilege hereunder.  The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty.  Guarantor

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waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon Borrower, Guarantor or any other Person with respect to the Guaranteed Obligations.  (C) The Guaranteed Obligations of Guarantor hereunder are independent of and separate from the Guaranteed Obligations of Borrower and any other guarantor and upon the occurrence and during the continuance of any default, a separate action or actions may be brought against Guarantor, whether or not Borrower or any such other guarantor is joined therein or a separate action or actions are brought against Borrower or any such other guarantor.  (D) Guarantor shall not have any right to require Lender to obtain or disclose any information with respect to (i) the financial condition or character of Borrower or the ability of Borrower to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) any collateral or other security for any or all of the Guaranteed Obligations; (iv) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (v) any action or inaction on the part of Lender or any other Person; or (vi) any other matter, fact or occurrence whatsoever.

(e)Subrogation.  Until the Guaranteed Obligations shall be satisfied in full, Guarantor shall not have, and shall not directly or indirectly exercise, (i) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (ii) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (iii) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of the Lender as against Borrower or other guarantors, whether in connection with this Guaranty or otherwise.  If any amount shall be paid to Guarantor on account of the foregoing rights at any time when any Guaranteed Obligations are outstanding, such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Guaranteed Obligations.

(f)Continuing Guaranty.  Guarantor agrees that this Guaranty is a continuing guaranty relating to any Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time under successive transactions, and Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist.  This Guaranty shall continue to be effective or shall be reinstated and revived, as the case may be, if, for any reason, any payment of the Guaranteed Obligations by or on behalf of Borrower shall be rescinded or must otherwise be restored by Lender, whether as a result of any Insolvency Proceeding or otherwise.  To the extent any payment is rescinded or restored, the Guaranteed Obligations shall be revived in full force and effect without reduction or discharge for such payment.

(g)Payments. Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which Lender or any other Person may have against Guarantor by virtue hereof, upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code), Guarantor shall forthwith pay, or cause to be paid, in cash, to Lender an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in any such Insolvency Proceeding).  All payments made by Guarantor hereunder may be applied in such order as Lender shall elect.  Guarantor shall make each payment hereunder, without deduction (whether for taxes or otherwise), set-off or counterclaim, on the day when due in same day or immediately available funds, and in U.S. dollars.

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(h)Knowing and Explicit Waivers.  Guarantor acknowledges that it has either obtained the advice of legal counsel or has had the opportunity to obtain such advice in connection with the terms and provisions of this Guaranty.  Guarantor acknowledges and agrees that each of the waivers and consents set forth herein, including, without limitation, those contained in Sections 11(b) through (d), are made with full knowledge of their significance and consequences.  Additionally, Guarantor acknowledges and agrees that by executing this Guaranty, it is waiving certain rights, benefits, protections and defenses to which it may otherwise be entitled under applicable law, and that all such waivers herein are explicit, knowing waivers.  Guarantor further acknowledges and agrees that Lender is relying on such waivers in creating the Guaranteed Obligations, and that such waivers are a material part of the consideration which Lender is receiving for creating the Guaranteed Obligations.

(i)Married Persons.  Any married person who signs this Guaranty as the Guarantor hereby expressly agrees that recourse may be had against his or her separate and community property for all his or her obligations under this Guaranty.

Section 12.Miscellaneous.  (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, nor any consent to any departure by Borrower or Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b)All notices and other communications provided for under any Loan Document shall, unless otherwise stated herein, be in writing (including by facsimile) and mailed (by certified or registered mail), sent or delivered to the respective parties hereto at or to the following addresses or facsimile numbers (or at or to such other address or facsimile number as shall be designated by Borrower, Guarantor or Lender to such other party):

If to the Lender:	Fosun International Holdings Limited
	Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town,
	Tortola, British Virgin Islands
	with copies to (which shall not constitute notice):
	Morrison & Foerster
	Edinburgh Tower, 33/F
	The Landmark, 15 Queen’s Road Central
	Attention: Greg Wang
	Facsimile: +852-2585-0800
	E–mail: gwang@mofo.com
If to Borrower or :	Skillgreat Limited
Guarantor	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
	Attention: Dong Yu
	E–mail: yudong@bonafilm.cn
	with copies to (which shall not constitute notice):
	Simpson Thacher & Bartlett
	35th Floor, ICBC Tower

11

3 Garden Road

Central, Hong Kong

Attention: Chris Lin

Facsimile: (+852) 2869-7694

E–mail: clin@stblaw.com

All such notices and communications shall be effective (i) if delivered by hand, sent by certified or registered mail or sent by an overnight courier service, when received; and (ii) if sent by facsimile transmission, when sent.

(c)This Agreement and the other Loan Documents reflect the entire agreement between Borrower, Guarantor and Lender with respect to the matters set forth therein and supersede any prior agreements, commitments, drafts, communication, discussions and understandings, oral or written, with respect thereto.

(d)No failure on the part of the Lender to exercise, and no delay in exercising, any right, remedy, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights and remedies under this Agreement and the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Lender.

(e)Time is of the essence for the performance of each and every obligation under this Agreement and the other Loan Documents.

(f)Whenever possible, each provision of this Agreement and the other Loan Documents shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations.  If, however, any provision of this Agreement or any other Loan Document shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.

(g)This Agreement and each other Loan Document shall be binding upon, inure to the benefit of and be enforceable by Borrower, Guarantor and the Lender and their respective successors and assigns.

(h)Each of Borrower and Guarantor shall not have the right to assign its rights and obligations hereunder or any interest herein or therein without the prior written consent of the Lender.  The Lender may sell, assign, transfer or grant participations in all or any portion of the Lender’s rights and obligations hereunder to any of its Affiliate, provided that no such assignment shall relieve the Lender from any of its obligations hereunder.  In the event of any such assignment, the assignee shall be deemed the “Lender” for all purposes of this Agreement and any other documents and instruments relating hereto with respect to the rights and obligations assigned to it.  Each of Borrower and Guarantor agrees that in connection with any such grant or assignment, the Lender may deliver to the prospective participant or assignee financial statements and other relevant information relating to Borrower or Guarantor.

(i)This Agreement is secured by the Collateral.

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(j)THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(k)Dispute Resolution.

(i)Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Parties.

(ii)The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. There shall be one arbitrator agreed to by the Parties, and if they cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three arbitrators shall be appointed. In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “Claimant Side”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “Respondent Side”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator. The third arbitrator shall be the presiding arbitrator. The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(iii)The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 12(k), including the provisions concerning the appointment of the arbitrators, the provisions of this Section 12(k) shall prevail.

(iv)Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(v)The arbitration shall be conducted in private. Each Party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the Parties otherwise agree in writing.

(vi)The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(vii)The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive laws of the State of New York (without regard to principles of conflict of laws thereunder) and shall not apply any other substantive law.

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(viii)Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(ix)During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(x)The Parties to this Agreement agree to the consolidation of arbitrations under the Loan Documents in accordance with the following:

(A)In the event of two or more arbitrations having been commenced under any of the Loan Documents, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (A) there are issues of fact and/or law common to the arbitrations, (B) the interests of justice and efficiency would be served by such a consolidation, and (C) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(B)The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All Parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(C)If the Principal Tribunal makes an order for consolidation, it: (A) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (B) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (C) may also give such directions as it considers appropriate (x) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 12(k)); and (y) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

(D)Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the consolidation order. Such cessation is without prejudice to (A) the validity of any acts done or orders made by such arbitrators before termination, (B) such arbitrators’ entitlement to be paid their proper fees and disbursements and (C) the date when any claim or defence was raised for the purpose of applying any limitation period or any like rule or provision.

(E)The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 12(k) where such objections are based solely on the fact that consolidation of the same has occurred.

Section 13.Amendment and Restatement and Continuing Security.

(a)As stated in the recitals hereof, this Agreement amends, restates and supersedes the Initial Loan Agreement, without novation. Upon the Closing Date, all references in any Loan Document and all other agreements, documents and instruments delivered by the Borrower, Guarantor, the Initial Lender or any other Person to (i) the Initial Loan Agreement shall be deemed to refer to this Agreement (except where the context otherwise requires) and (ii) “Lender” shall mean such term as defined in this Agreement. As to all periods occurring on or after the Closing Date, all of the terms and conditions set forth in the Initial Loan Agreement shall be of no further force and effect; it being understood that all obligations of the Borrower and Guarantor under the Initial Loan Agreement shall be governed by this Agreement from and after the Closing Date and Borrower and Guarantor shall thereafter have no further obligations to the Initial Lender under the Initial Loan Agreement. The Lender shall procure that the Initial Lender shall not bring, directly or indirectly, any legal or equitable claims against the Borrower or the Guarantor arising under or in connection with the Initial Loan Agreement.

(b)The Parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Initial Loan Agreement which remain unpaid and outstanding as of the Closing Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents.

(c)Each of Borrower and Guarantor hereby ratifies, affirms and acknowledges all of its obligations in respect of the Initial Loan Agreement, as amended and restated hereby, and the related documents and agreements delivered by it thereunder.

            (d)It is the intention of each of the Parties hereto that the Initial Loan Agreement be amended and restated by the provisions hereof so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Initial Loan Agreement and that all indebtedness and obligations of the Borrower and Guarantor hereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Initial Loan Agreement except to the extent superseded by this Agreement after the Closing Date. Each of Borrower and Guarantor hereby confirms that the validity, effect and enforceability of all Collateral Documents and the guarantee of the obligations by Guarantor shall remain unaffected by this amendment and restatement. The Parties agree that the obligations secured by the Collateral and the guarantee of Guarantor shall include the obligations under or in connection with this amendment and restatement.

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IN WITNESS WHEREOF, Borrower has duly executed this Agreement, as of the date first above written.

BORROWER:
SKILLGREAT LIMITED
By:	/s/ Dong Yu
Name: Dong Yu
Title: Director
GUARANTOR:
DONG YU
/s/ Dong Yu
LENDER:
FOSUN INTERNATIONAL HOLDINGS LIMITED
By:	/s/ Guangchang Guo
Name: Guangchang Guo
Title: Authorized Signatory

EXHIBIT A

Form of Equitable Share Mortgage

EX-99.4

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)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, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Mortgagor”);

(2)FOSUN INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Mortgagee”, which term shall include its successors and assigns and any entity to which it has assigned the Loan Agreement).

RECITALS

(1)Mortgagor, Mr. Yu Dong (“Guarantor”) and an Affiliate of Mortgagee (the “Initial Mortgagee”) entered into a Loan Agreement, dated as of July 13, 2014 (the “Initial Loan Agreement”), pursuant to which the Initial Mortgagee extended an initial loan of US$22,232,863.80 to Mortgagor, which loan would be guaranteed by Guarantor, upon the terms and subject to the conditions set forth in the Initial Loan Agreement.

(2)In order to secure the obligations under the Initial Loan Agreement, Mortgagor entered into that certain Equitable Share Mortgage on July 16, 2014 (the “Initial Mortgage”) in favour of the Initial Mortgagee.

(3)The Initial Mortgagee and the Mortgagee subsequently entered into an Assignment and Assumption, dated as of July 23, 2014, pursuant to which the Initial Mortgagee assigned all of its rights and obligations under the Initial Loan Agreement and the related Loan Documents to the Mortgagee (including rights and obligations under the Initial Mortgage), and in connection therewith, the Parties have amended and restated the Initial Loan Agreement as of July 23, 2014 (as amended and restated, the “Loan Agreement”).

(4)        In order to continue securing Mortgagor‚s obligations under the Initial Loan Agreement, as amended and restated by the Loan Agreement, Mortgagor has agreed to amend and restate the Initial Mortgage in its entirety as follows to grant Mortgagee a continuing security interest in the Mortgaged Property pursuant to the terms of this Mortgage.

Accordingly, in consideration of the mutual covenants contained in the Loan Agreement and herein, the Parties hereby agree as follows:

1.DEFINITIONS AND INTERPRETATION

1.1The following definitions shall apply:

“BVI Act” means the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands.

“Companies Law” means the Companies Law (as amended) of the Cayman Islands.

“Company” means Bona Film Group Limited, an exempted company with registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

“Event of Default” has the meaning as defined in the Loan Agreement.

“Insolvency Act” means the Insolvency Act, 2003 (as amended) of the British Virgin Islands.

“Loan Agreement” has the meaning as defined in the recitals hereto.

“Loan Documents” has the meaning as defined in the Loan Agreement.

“Mortgage” means this share mortgage.

“Mortgaged Property” means the Mortgaged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Mortgaged Shares including:

(a)all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Mortgaged Shares;

(b)all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Mortgaged Shares (including but not limited to proceeds of sale); and

(c)all certificates or other evidence of title to any of the Mortgaged Shares now and from time to time hereafter deposited with the Mortgagee, its successors and assigns and any entity to which Mortgagee assigns any of its rights or obligations under the Loan Agreement.

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“Mortgaged Shares” means:

(a)the 2,250,711 ordinary shares owned by Skillgreat Limited in the Company; and

(b)any shares acquired in respect of Mortgaged Shares by reason of a stock split, stock dividend, reclassification or otherwise.

“Parties” means the parties to this Mortgage.

“Register of Charges” means the register of charges of the Mortgagor maintained in accordance with section 162 of the BVI Act.

“Register of Members” means the register of members of the Company (including any applicable branch register and non-listed shares register) maintained by the Company in accordance with the Companies Law.

“Secured Obligations” means any and all moneys, liabilities and obligations (whether actual or contingent, whether now existing or hereafter arising, whether or not for the payment of money and including any obligation or liability to pay damages) from time to time owing to the Mortgagee by the Mortgagor pursuant to the Loan Agreement and the other Loan Documents.

“Security Interest” means:

(a)a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)any other type of arrangement having a similar effect; or

(d)agreements to create the foregoing.

“Security Period” means the period commencing on the date of execution of the Initial Mortgage and terminating upon discharge of the security created by the Initial Mortgage (as amended and restated by Mortgage) by payment in full of the Secured Obligations.

Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Loan Agreement.

1.2In construing this Mortgage, unless otherwise specified:

(a)references to any Party shall be construed so as to include that Party’s respective successors in title, permitted assigns and permitted transferees;

(b)“including” and “in particular” shall not be construed restrictively but shall mean respectively “including, without prejudice to the generality of the foregoing” and “including without limitation”, and “in particular, but without prejudice to the generality of the foregoing”;

(c)references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership

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(whether or not having separate legal personality); and in each case, its successors and assigns and persons deriving title under or through it, in whole or in part, and any person which replaces any party to any document in its respective role thereunder, whether by assuming the rights and obligations of the party being replaced or whether by executing a document in or substantially in the form of the document it replaces;

(d)“variation” includes any variation, amendment, accession, novation, restatement, modification, assignment, transfer, supplement, extension, deletion or replacement however effected and “vary” and “varied” shall be construed accordingly;

(e)“writing” includes facsimile transmission legibly received except in relation to any certificate, notice or other document which is expressly required by this Mortgage to be signed and “written” has a corresponding meaning;

(f)references to the “consent” of the Mortgagee shall be construed as the consent of the Mortgagee acting in its absolute discretion;

(g)references to this Mortgage or to any other document include references to this Mortgage or such other document as varied from time to time, even if changes are made to:

(i)the composition of the parties to this Mortgage or such other document or to the nature or amount (including any increase) of any facilities made available or liability assumed under such other document; or

(ii)the nature or extent of any obligations under such other document;

(h)references to uncertificated shares are to shares the title to which can be transferred by means of an electronic or other entry and references to certificated shares are to shares which are not uncertificated shares;

(i)references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine or neuter and vice versa;

(j)references to clauses and schedules are to clauses of, and schedules to, this Mortgage;

(k)references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be amended, modified or re-enacted;

(l)headings and titles are for convenience only and do not affect the interpretation of this Mortgage; and

(m)an Event of Default is “continuing” if it has not been remedied or waived.

2.REPRESENTATION AND WARRANTIES

2.1The Mortgagor hereby represents and warrants to the Mortgagee, its successors and assigns and any entity to which Mortgagee assigns any of its rights or obligations under the Loan Agreement on the date of this Mortgage that:

(a)it has been duly incorporated and registered as a BVI business company with limited liability under the BVI Act and is validly existing and in good standing under the laws of the British Virgin Islands;

(b)it has the power to own its assets and carry on its business as it is being conducted;

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(c)it is the sole legal and beneficial owner of the Mortgaged Property free from any Security Interest (other than that created by this Mortgage) or other interest and any options or rights of pre-emption, except as may be granted to the Mortgagee from time to time;

(d)any Mortgaged Shares are, or will be when mortgaged and charged, duly authorised, validly issued, fully paid, non-assessable, freely transferable and constitute shares in the capital of a Cayman Islands exempted company.  To the extent they are in existence there are no moneys or liabilities outstanding or payable in respect of any such shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be;

(e)the Mortgaged Shares are freely transferable on the books of the Company and no consents or approvals are required in order to register a transfer of the Mortgaged Shares, subject to all applicable law and the memorandum and articles of association of the Company effective as of the date hereof, as the same may be amended from time to time;

(f)it has not received any notice of an adverse claim by any person in respect of the ownership of the Mortgaged Property;

(g)it has full power, authority and legal capacity to:

(i)execute and deliver this Mortgage;

(ii)be the legal and beneficial owner of the Mortgaged Property; and

(iii)comply with the provisions of, and perform all its obligations under this Mortgage;

(h)it has duly executed and delivered this Mortgage;

(i)this Mortgage constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms;

(j)the execution and performance of its obligations and liabilities under this Mortgage will not:

(i)contravene any law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it;

(ii)conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or any licence or other authorisation to which it is subject or by which it or any of its property is bound; or

(iii)contravene or conflict with any provision of its memorandum and articles of association;

(k)it is solvent within the meaning of the Insolvency Act and it has not taken any action nor have any steps been taken or legal proceedings been started or threatened in writing against it for:

(i)winding up, dissolution or reorganisation;

(ii)the enforcement of any Security Interest over its assets; or

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(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of it or of any or all of its assets;

(l)all licences, consents, exemptions, clearance filings, registration, payments of taxes, notarisation and authorisations necessary for the performance and discharge of its obligations and liabilities under this Mortgage and which are required in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Mortgage and the creation of security over the Mortgaged Property have been obtained and are in full force and effect;

(m)it has taken all corporate and other action required to approve its execution, delivery, performance and enforceability of this Mortgage; and

(n)this Mortgage is effective to create a valid and enforceable equitable mortgage and fixed charge upon the Mortgaged Property in favour of the Mortgagee ranking in priority to the interests of any of its creditors or any liquidator (or similar officer) appointed in respect it.

2.2The Mortgagor also represents and warrants to and undertakes with the Mortgagee that the foregoing representations and warranties will be true and accurate throughout the continuance of this Mortgage with reference to the facts and circumstances subsisting from time to time.

3.COVENANT TO PAY

3.1The Mortgagor hereby covenants with the Mortgagee, its successors and assigns and any entity to which the Mortgagee assigns any of its rights or obligations under the Loan Agreement and the other Loan Documents as primary obligor and not merely as surety that it will pay and discharge the Secured Obligations when due in accordance with the terms of the Loan Agreement and the other Loan Documents, or if they do not specify a time for payment, immediately on demand by the Mortgagee.

4.SECURITY

4.1As a continuing security for the discharge and/or payment of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby:

(a)mortgages in favour of the Mortgagee by way of an equitable mortgage all his/her right, title and interest in and to the Mortgaged Shares; and

(b)subject to Clause 5, charges in favour of the Mortgagee, by way of a fixed charge, all of his/her right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property (to the extent not effectively mortgaged under Clause 4.1(a)).

4.2The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Mortgagee, its successors and assigns and any entity to which the Mortgagee assigns any of its rights or obligations under the Loan Agreement on the date hereof:

(a)the corporate documents, resolutions and authorities of the Mortgagor required to authorise the execution of this Mortgage; and

(b)an undated share transfer certificate in respect of the Mortgaged Shares executed by the Mortgagor in favour of the Mortgagee or its nominees (as the Mortgagee shall direct) in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Mortgagee necessary to enable the Mortgagee or its

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nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares pursuant to the terms of this Mortgage;

(a)an executed irrevocable proxy and an executed irrevocable power of attorney made in respect of the Mortgaged Shares in favour of the Mortgagee in respect of all general meetings and written resolutions of the Company respectively in the form set out in Schedule 2 to this Mortgage;

(b)an executed irrevocable deed of undertaking and confirmation from the Company to the Mortgagee in the form set out in Schedule 3 to this Mortgage; and

(c)an executed irrevocable letter of instructions from the Company to its registered office provider in the form set out in Schedule 4 of this Mortgage (which executed letter shall be delivered by, or on behalf of, the Company to its registered office provider immediately after execution of this Mortgage and promptly thereafter, and in any event no later than seven days from the date of execution of the Mortgage, the Mortgagor shall deliver, or cause to be delivered, to the Mortgagee a written confirmation (including via email) from the registered office provider of the Company acknowledging the receipt of such letter).

4.3The Mortgagor will deliver, or cause to be delivered, to the Mortgagee promptly upon (without prejudice to Clause 4.3) the issue of any further Mortgaged Shares to it, the items listed in Clauses 4.2 in respect of all such further Mortgaged Shares.

4.4In the event that the Company changes its registered office, registered office provider or service provider, as the case may be, the Mortgagor shall (i) promptly provide written notice to Mortgagee of such change and the details and contact information of the new registered office and registered officer provider and (ii) promptly deliver, or cause to be delivered to the Mortgagee, its successors and assigns and any entity to which the Mortgagee assigns any of its rights or obligations under the Loan Agreement a new letter of instruction in substantially the form of Schedule 4 to the new registered office provider or service provider, as the case may be; provided that such new registered officer provider or service provider signs a copy of such letter to acknowledge, and agree to the terms of, such letter.

4.5As soon as practicable, but in any event no more than fifteen (15) Business Days after July 13, 2014, the Mortgagor shall deliver to the Mortgagee:

(a)share certificates representing the Mortgaged Shares;

(b)evidence that the particulars of this Mortgage have been entered into the Register of Charges in the form of Schedule 5 or in the form required under the laws of the British Virgin Islands;

(c)evidence of filing of the Register of Charges with the office of the Registrar of Companies in the British Virgin Islands; and

(d)evidence in the Register of Members, that the Mortgagor has mortgaged the Mortgaged Shares in favor of Mortgagee.

5.RIGHTS IN RESPECT OF MORTGAGED PROPERTY

5.1Notwithstanding anything contained herein to the contrary, unless and until the occurrence of an Event of Default, the Mortgagor shall be entitled to exercise all voting and consensual powers pertaining to the Mortgaged Property or any part thereof for all purposes not inconsistent with the terms of this Mortgage, the Loan Agreement or the other Loan Documents; and

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5.2The Mortgagor shall pay all calls, instalments or other payments and shall discharge all other obligations, which may become due in respect of any of the Mortgaged Property.  The Mortgagee may at any time if it thinks fit make such payments or discharge such obligations on behalf of the Mortgagor.  Any sums so paid by the Mortgagee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

5.3The Mortgagee shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Mortgaged Property.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Mortgagee shall not be bound to enforce any other security before enforcing the security created by this Mortgage;

(c)no delay or omission on the part of the Mortgagee in exercising any right, power or remedy under this Mortgage shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy.  The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Mortgagee may deem expedient; and

(d)any waiver by the Mortgagee of any terms of this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Mortgage between the Mortgagee and the Mortgagor shall be conditional upon no security or payment to the Mortgagee by the Company or the Mortgagor or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Mortgagor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred the payment of which amounts shall, for the avoidance of doubt, form part of the Secured Obligations.

6.3The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including whether or not known to or discoverable by the Company, the Mortgagor, the Mortgagee or any other person:

(a)any time or waiver granted to or composition with the Mortgagor or any other person;

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(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company, the Mortgagor or any other person;

(c)the dissolution, liquidation, amalgamation, reconstruction or reorganisation of the the Mortgagor or any other person; or

(d)the unenforceability, invalidity or frustration of any obligations of the Mortgagor or any other person under the Loan Agreement and the other Loan Documents or any other document or security.

6.4Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full, the Mortgagor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Mortgagee of its rights under, or the security constituted by, this Mortgage or the Loan Agreement and the other Loan Documents or by virtue of any relationship between or transaction involving the Mortgagor and/or the Company (whether such relationship or transaction shall constitute the Mortgagor as a creditor of the Company, a guarantor of the obligations of the Company or in part subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Mortgage):

(a)exercise any rights of subrogation against the Company or any other person in relation to any rights, security or moneys held or received or receivable by the Mortgagee or any person;

(b)exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d)receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e)unless so directed by the Mortgagee (when the Mortgagor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Mortgagee.

The Mortgagor shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to, the Mortgagee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Mortgagee for as long as it may think fit, any moneys received recovered or realised under this Mortgage or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Agreement and the other Loan Documents; provided that the Mortgagee shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Mortgagee in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6The Mortgagor shall use its reasonable best efforts to ensure, without the prior written consent of the Mortgagee:

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(a)no rights attaching to the Mortgaged Property is varied or abrogated in a manner that is adverse to the interest of the Mortgagee;

(b)no Mortgaged Property is consolidated, sub-divided or converted or the capital of the Company to be re-organised, exchanged or repaid in a manner that is adverse to the interest of the Mortgagee; or

(c)nothing is done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7The Mortgagor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Mortgaged Property (subject to the Security Interests hereby created) and that it will not:

(a)create or suffer the creation of any Security Interests (other than those created by this Mortgage) or any other interest on or in respect of the whole or any part of the Mortgaged Property or any of its interest therein other than any interest that may be granted to the Mortgagee; or

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Mortgaged Property without the prior consent in writing of the Mortgagee.

6.8The Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Mortgagee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure the Mortgagor to perform its obligations in respect thereof.

6.9The Mortgagor shall ensure that it shall not, without the prior written consent of the Mortgagee, use its voting rights to permit the Company to amend its memorandum or articles of association in a way which could be expected to adversely affect the interests of the Mortgagee.

6.10The Mortgagor shall procure that the Company shall not:

(a)register any transfer of the Mortgaged Shares to any person (except to the Mortgagee or its nominees pursuant to the provisions of this Mortgage);

(b)issue any replacement share certificates in respect of any of the Mortgaged Shares;

(c)continue its existence under the laws of any jurisdiction other than the Cayman Islands;

(d)do anything which might prejudice its status as an exempted company;

(e)exercise any rights of forfeiture over any of the Mortgaged Shares; or

(f)purchase, redeem, otherwise acquire, cancel, amalgamate, reclassify or otherwise restructure any of the Mortgaged Property, other than in connection with transactions: (i) that equally affect all shareholders of BONA holding the same class of shares as that of the Mortgaged Shares, and (ii) whereby any securities (including additional capital stock or other equity securities or other interests in BONA), property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, such Mortgaged Property shall be mortgaged to the Mortgagee pursuant to a share mortgage on the same terms and conditions (applying mutatis mutandis) as this Mortgage.

during the Security Period without the prior written consent of the Mortgagee.

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6.11The Mortgagor shall procure that the Company shall register any transfer of the Mortgaged Shares made in compliance with the then-effective memorandum and articles of association of the Company and all applicable law by the Mortgagee or its nominee to any other person pursuant to the exercise of the Mortgagee’s rights under this Mortgage.

7.ENFORCEMENT OF SECURITY

7.1At any time after, and only after, the occurrence of an Event of Default which is continuing, the security hereby constituted shall become immediately enforceable and the rights of enforcement of the Mortgagee under this Mortgage shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing the Mortgagee without further notice to the Mortgagor may, whether acting on its own behalf or through a receiver or agent:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Mortgaged Property or any part thereof and may exercise such powers in such manner as the Mortgagee may think fit;

(b)date and present to the Company or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Mortgage;

(c)receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Mortgaged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Mortgagee, as additional security mortgaged and charged under and subject to the terms of this Mortgage and any such dividends, interest and other moneys or assets received by the Mortgagor after such time shall be held in trust by such Mortgagor for the Mortgagee and paid or transferred to the Mortgagee on demand;

(d)take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Mortgaged Property or any part thereof at such place and in such manner and at such price or prices as the Mortgagee may deem fit, provided that the sale of the Mortgaged Property or any portion thereof shall be made in a commercially reasonable manner and conducted in conformity with commercially reasonable practices, and thereupon the Mortgagee shall have the right to deliver, assign and transfer in accordance therewith the Mortgaged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Mortgaged Shares as shown on the Register of Members;

(e)borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Mortgage or otherwise);

(f)settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Mortgagor relating to the Mortgaged Property, solely with respect to the Mortgaged Property;

(g)bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property, solely with respect to the Mortgaged Property;

(h)redeem any security (whether or not having priority to the Mortgage) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

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(i)exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property;

(j)do anything else it may think fit for the realisation of the Mortgaged Property or incidental to the exercise of any of the rights conferred on the Mortgagee under or by virtue of any document to which any of the Mortgagor is party; and

(k)exercise all rights and remedies afforded to it under this Mortgage and applicable law.

7.2The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or to take any action to collect any moneys assigned by this Mortgage or to enforce any rights or benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder.

7.3Upon any sale of the Mortgaged Property or any part thereof by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagee’s power of sale has become exercisable in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee, and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4Any money received or realised under the powers conferred by this Mortgage shall be paid or applied in the following order of priority, subject to the discharge of any prior-ranking claims:

(a)FIRST:  in or towards the payment of all costs, expenses, fees and remuneration of the Mortgagee or any receiver incurred pursuant to or in connection with the Loan Agreement and the other Loan Documents or this Mortgage;

(b)SECOND:  in or towards satisfaction of the Secured Obligations; and

(c)THIRD:  as to the surplus (if any), to the Mortgagor.

7.5Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Mortgagee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.6Neither the Mortgagee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of dishonesty, wilful default, gross negligence or any breach of the terms of this Mortgage.

7.7The Mortgagee shall not by reason of the taking of possession of the whole or any part of the Mortgaged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

8.APPOINTMENT OF A RECEIVER

8.1At any time after:

(a)the occurrence of an Event of Default which is continuing; or

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(b)a request has been made by the Mortgagor to the Mortgagee for the appointment of a receiver over its assets or in respect of such Mortgagor,

then notwithstanding the terms of any other agreement between the Mortgagor and any person, the Mortgagee may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Mortgaged Property as the Mortgagee may choose in its entire discretion.

8.2Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Mortgagee shall specify to the contrary.

8.3The Mortgagee may from time to time determine the remuneration of a receiver.

8.4The Mortgagee may remove a receiver from all or any of the Mortgaged Property of which he/she is the receiver and after the receiver has vacated office or ceased to act in respect of any of the Mortgaged Property, appoint a further receiver over all or any of the Mortgaged Property in respect of which he/she shall have ceased to act.

8.5Such an appointment of a receiver shall not preclude:

(a)the Mortgagee from making any subsequent appointment of a receiver over all or any Mortgaged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)the appointment of an additional receiver to act while the first receiver continues to act.

8.6The receiver shall be the agent of the relevant Mortgagor (which shall be solely liable for his/her acts, defaults and remuneration).  The receiver shall not at any time become the agent of the Mortgagee.

9.POWERS OF A RECEIVER

9.1In addition to those powers conferred by law, a receiver shall have and be entitled to exercise in relation to a Mortgagor all the powers set out below:

(a)to exercise all rights of the Mortgagee under or pursuant to this Mortgage including all voting and other rights attaching to the Mortgaged Property;

(b)to make any arrangement or compromise with others as he/she shall think fit;

(c)to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on that Mortgagor and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)to pay the proper administrative charges in respect of time spent by his/her agents and employees in dealing with matters raised by the receiver or relating to the receivership of that Mortgagor; and

(f)to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive

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to the preservation, improvement or realisation of the Mortgaged Property or the value thereof.

10.FURTHER ASSURANCES

10.1The Mortgagor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Mortgagee may specify and in such form as the Mortgagee may reasonably require in order to:

(a)perfect or protect the security created or intended to be created under or evidenced by this Mortgage (which may include the execution of a legal mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Mortgage) or for the exercise of any rights, powers and remedies of the Mortgagee provided by or pursuant to this Mortgage, the Loan Agreement and the other Loan Documents or by law;

(b)confer on the Mortgagee security over any property and assets of such Mortgagor located in any jurisdiction which is (to the extent permitted by local law) equivalent or similar to the security intended to be conferred by or pursuant to this Mortgage; or

(c)following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Mortgage.

10.2Without limiting the other provisions of this Mortgage, the Mortgagor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Mortgagee by or pursuant to this Mortgage.

11.INDEMNITIES AND PAYMENTS FREE OF DEDUCTIONS

11.1The Mortgagor will indemnify and save harmless the Mortgagee, any receiver and each agent or attorney appointed under or pursuant to this Mortgage from and against any and all expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Mortgagee or such agent or attorney:

(a)in the preservation or enforcement of the Mortgagee’s rights under this Mortgage or the priority thereof; or

(b)arising out of any breach by the Mortgagor of any term of this Mortgage,

and the Mortgagee or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the Mortgagee or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require the Mortgagor to indemnify and save harmless the Mortgagee from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Mortgagee as a result of the Mortgagee’s dishonesty, wilful default or gross negligence or violation of the terms of this Mortgage.

11.2If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against any of the Mortgagor or the bankruptcy or liquidation of any of the Mortgagor or for any other reason any payment under or in connection with this Mortgage is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Mortgage (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Mortgagee when converted into the

13

Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Mortgagor shall indemnify and hold harmless the Mortgagee against the amount of such shortfall. For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Mortgagee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

11.3All payments to be made to the Mortgagee under this Mortgage shall be made free and clear of and without deduction for or on account of tax unless the Mortgagor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Mortgagor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the person on account of whose liability to tax such deduction or withholding has been made receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

12.POWER OF ATTORNEY

12.1The Mortgagor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Mortgagee and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)to execute and complete in favour of the Mortgagee or its nominees or of any purchaser any documents which the Mortgagee may from time to time require for perfecting the Mortgagee’s title to, for vesting any of the assets and property hereby mortgaged or charged in the Mortgagee or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)to give effectual discharges for payments, to take and institute on non-payment (if the Mortgagee in its sole discretion so decides) all steps and proceedings in the name of the relevant Mortgagor or of the Mortgagee for the recovery of such moneys, property and assets hereby mortgaged or charged;

(c)to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)so as to enable the Mortgagee to carry out in the name of the relevant Mortgagor any obligation imposed on such Mortgagor by this Mortgage (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property and the exercise of all the Mortgagor’ rights and discretions in relation to the Mortgaged Property);

(e)so as to enable the Mortgagee and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Mortgage or by law (including the exercise of any right of a legal and beneficial owner of the Mortgaged Property); and

(f)generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

14

12.2The power hereby conferred shall be a general power of attorney and the Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do.  In relation to the power referred to herein, the exercise by the Mortgagee of such power shall be conclusive evidence of its right to exercise the same.

12.3The powers conferred on the Mortgagee or any other person pursuant to this Clause 12 shall only be exercisable by the Mortgagee or such other person upon and/or after the occurrence of an Event of Default which is continuing or following any failure by the Mortgagor to comply with any of its obligations under this Mortgage.

13.RELEASE

13.1Subject to Clause 13.2, upon the expiry of the Security Period, the Mortgagee shall (at the request and cost of the Mortgagor) execute such documents and do all such reasonable acts as may be necessary to release the Mortgaged Property from the security constituted by this Mortgage.  Such release shall not prejudice the rights of the Mortgagee under Clause 11.

13.2If any amount received in payment or purported payment of the Secured Obligations is avoided or reduced by virtue of any insolvency or other similar laws, the liability of each of the Mortgagor under this Mortgage and the security constituted by this Mortgage shall continue and such amount shall not be considered to have been irrevocably paid.

14.NOTICES

14.1Any notice or other communication given or made under or in connection with the matters contemplated by this Mortgage shall be in writing, in the English language, and may be sent by a recognised courier service, prepaid airmail (in the case of international service), fax, email or may be delivered personally to the address of the relevant party as set out in the Loan Agreement.  Without prejudice to the foregoing, any notice shall be deemed to have been received:

(a)if sent by a recognised courier service, 48 hours after the time when the letter containing the same is delivered to the courier service;

(b)if sent by fax it shall be deemed to have been received on the same day or if not a Business Day, the next Business Day;

(c)if sent by email it shall be deemed to have been received on the same day or if not a Business Day, the next Business Day;

(d)if sent by prepaid airmail it shall be deemed to have been received five days after the date of posting; and

(e)if delivered personally it shall be deemed to have been received on the same day or if not a Business Day, the next Business Day.

15.ASSIGNMENTS

15.1This Mortgage shall be binding upon and shall enure to the benefit of the Mortgagor, the Mortgagee and each of their respective successors and (subject as hereinafter provided) assigns and references in this Mortgage to any of them shall be construed accordingly.

15.2The Mortgagor may not assign or transfer all or any part of its rights and/or obligations under this Mortgage.

15

15.3The Mortgagee may assign or transfer all or any part of its rights or obligations under this Mortgage to any assignee or transferee without the consent of the Mortgagor. The Mortgagee shall notify the Mortgagor promptly following any such assignment or transfer.

16.SET-OFF

16.1The Mortgagor authorises the Mortgagee (but the Mortgagee shall not be obliged to exercise such right), after the occurrence of an Event of Default to set-off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Mortgagee to the Mortgagor.

17.SUBSEQUENT SECURITY INTERESTS

17.1If the Mortgagee at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Mortgage, all payments thereafter by or on behalf of the Mortgagor to the Mortgagee shall be treated as having been credited to a new account of the Mortgagor and not as having been applied in reduction of the Secured Obligations as at the time when the Mortgagee received such notice.

18.EXPENSES

18.1The Mortgagor shall pay to the Mortgagee on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Mortgagee or for which the Mortgagee may become liable in connection with:

(a)the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Mortgage or the priority hereof;

(b)any variation of, or amendment or supplement to, any of the terms of this Mortgage requested by the Mortgagor; or

(c)any consent or waiver required from the Mortgagee in relation to this Mortgage,

and in the case referred to in Clauses 18.1(c) and 18.1(d) regardless of whether the same is actually implemented, completed or granted, as the case may be.

18.2The Mortgagor shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Mortgage may be subject or give rise and shall indemnify the Mortgagee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Mortgagor to pay any such duties or taxes.

19.MISCELLANEOUS

19.1The Mortgagee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Mortgagee under this Mortgage in relation to the Mortgaged Property or any part thereof.  Any such delegation may be made upon such terms and be subject to such regulations as the Mortgagee may think fit.

19.2If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

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19.3This Mortgage (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

19.4Each document, instrument, statement, report, notice or other communication delivered in connection with this Mortgage shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Mortgagee shall be entitled to rely.

19.5This Mortgage may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

19.6The parties intend that this Mortgage takes effect as a deed notwithstanding the fact that the Mortgagee may only execute it under hand.

20.LAW AND JURISDICTION

20.1This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this clause shall affect the right of the Mortgagee to serve process in any manner permitted by law or limit the right of the Mortgagee to take proceedings with respect to this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of proceedings with respect to this Mortgage in any jurisdiction preclude the Mortgagee from taking proceedings with respect to this Mortgage in any other jurisdiction, whether concurrently or not.

20.2The Mortgagor agrees that the process by which any proceedings in the Cayman Islands are begun may be served on it by being delivered to the process agent referred to below.

20.3Without prejudice to any other mode of service allowed under any relevant law, the Mortgagor:

(a)irrevocably appoints the Company as his/her agent for service of process in relation to any proceedings before the Cayman Islands courts in connection with this Mortgage and confirms that such agent for service of process has duly accepted such appointment; and

(b)agrees that failure by the process agent to notify the Mortgagor of the process will not invalidate the proceedings concerned.

20.4If the appointment of the person mentioned in Clause 20.3 ceases to be effective, the relevant Mortgagor shall immediately appoint another person in the Cayman Islands to accept service of process on its behalf.  If the Mortgagor fails to do so, the Mortgagee shall be entitled to appoint such a person by notice to such Mortgagor.  Nothing contained herein shall restrict the right to serve process in any other manner allowed by law.

21.AMENDMENT AND RESTATEMENT

21.1As stated in the recitals hereof, this Mortgage amends, restates and supersedes the Initial Mortgage without novation. Nothing expressed or implied in this Mortgage shall be construed as a release or other discharge of Mortgagor from any of its obligations or liabilities under the Initial Mortgage or any other security agreements, pledge agreements, mortgages, or other loan documents executed in connection therewith, except (i) to the extent such obligations or liabilities are superseded under this Mortgage after the date hereof, or (ii) with respect to such obligations or liabilities owing to the Initial Mortgagee (including under such documents previously delivered to the Initial Mortgagee under Section 4.2 of the Initial Mortgage), as such obligations or liabilities are transferred to, or replaced or superseded by corresponding obligations or liabilities to the Mortgagee (including under such documents now delivered to the Mortgagee as assignee of the Initial Mortgagee under Section 4.2 of this Mortgage). Each of Mortgagor and Mortgagee hereby confirms and agrees that (1) to the extent that the Initial Mortgage purports to assign or pledge to the Initial Mortgagee and its assignees, or to grant to the Initial Mortgagee and its assignees a security interest in or lien on, any collateral as security for the obligations of Mortgagor from time to time existing in respect of the Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects, and (2) the grant of security set forth herein is not a new grant of security and is a reaffirmation of the grant of security set forth in the Initial Mortgage.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS whereof this Deed has been executed by the parties on the day and year first above written.

MORTGAGOR

EXECUTED AS A DEED for and on behalf of SKILLGREAT LIMITED		) )
		)
		)
		)	/s/ Dong Yu
		)	Duly Authorised Signatory
		)
		)	Name:
		)		Dong Yu
		)
		)	Title:	Director
in the presence of:
/s/ Qi Zhi
Signature of Witness
Name:	Qi Zhi
Occupation:	Chief Financial Officer of Bona Film Group Limited
Address:	Floor 18, Tower A, Youtang, Chaoyang District, Beijing, China

[Signature Page to the Equitable Share Mortgage in Respect of Shares of Bona Film Group Limited]

MORTGAGEE

EXECUTED AS A DEED for and on behalf of FOSUN INTERNATIONAL HOLDINGS LIMITED		) )
		)
		)	/s/ Guangchang Guo
		)	Duly Authorised Signatory
		)
		)	Name:	Guangchang Guo
		)
		)	Title:	Director
in the presence of:
/s/ Pu Chen
Signature of Witness
Name:	Pu Chen
Address:	19F, No 28 South Zhongshan Road, Shanghai, China

[Signature Page to the Equitable Share Mortgage in Respect of Shares of Bona Film Group Limited]

SCHEDULE 1

BONA FILM GROUP LIMITED

(THE “COMPANY”)

FORM OF SHARE TRANSFER CERTIFICATE

SHARE TRANSFER CERTIFICATE dated                                                   Skillgreat Limited (the “Transferor”) does hereby transfer to                                                 (the “Transferee”)                                                        (the “Shares”) of a par value of                     each in the Company.

SIGNED for and on behalf of TRANSFEROR:	) )
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
And I/we do hereby agree to take the Shares
SIGNED for and on behalf of TRANSFEREE:	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

[Signature Page to Schedule 1 (Instrument of Transfer) of the Equitable Share Mortgage in Respect of Shares of Bona Film Group Limited]

SCHEDULE 2

BONA FILM GROUP LIMITED

IRREVOCABLE APPOINTMENT OF PROXY AND POWER OF ATTORNEY

Reference is made to the equitable share mortgage in respect of Shares of the Company dated July 23, 2014 between Skillgreat Limited (the “Mortgagor”) and the Mortgagee whereby, inter alia, the Mortgagor granted a mortgage and charge over the Mortgaged Property in favour of the Mortgagee (the “Mortgage”). Capitalised words and expressions used herein which are not expressly defined herein have the meanings ascribed to them in the Mortgage.

I, Skillgreat Limited, hereby irrevocably appoint Fosun International Holdings Limited as my:

1.proxy to vote at meetings of the Shareholders of Bona Film Group Limited (the “Company”) in respect of all Mortgaged Shares; and

2.duly authorized representative and duly appointed attorney-in-fact to sign resolutions in writing of the Company in respect of all Mortgaged Shares

with effect immediately upon the occurrence of an Event of Default.

This proxy and this power of attorney are irrevocable by reason of being coupled with the interest of Fosun International Holdings Limited as mortgagee of the aforesaid shares.

IN WITNESS whereof this Deed has been executed on                   .

EXECUTED AS A DEED for and on behalf of SKILLGREAT LIMITED:	) )
	)
	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)
	)	Title:
in the presence of:
Signature of Witness
Name:
Occupation:
Address:

[Signature Page to Schedule 2 (Appointment of Proxy and POA) of the Equitable Share Mortgage in Respect of Shares of Bona Film Group Limited]

SCHEDULE 3

DEED OF UNDERTAKING AND CONFIRMATION FROM THE COMPANY TO THE MORTGAGEE

BONA FILM GROUP LIMITED

Date:                                     

Fosun International Holdings Limited (the “Mortgagee”)

Dear Sirs

BONA FILM GROUP LIMITED (THE “COMPANY”)

We refer to the equitable share mortgage in respect of Shares of the Company dated July 23, 2014 between Skillgreat Limited (the “Mortgagor”) and the Mortgagee whereby, inter alia, the Mortgagor granted a mortgage and charge over the Mortgaged Property in favour of the Mortgagee (the “Mortgage”).

Capitalised words and expressions used in this deed poll which are not expressly defined herein have the meanings ascribed to them in the Mortgage.

This deed of undertaking and confirmation is given pursuant to and subject to the Mortgage.

1.For valuable consideration receipt of which is hereby acknowledged, the Company hereby irrevocably and unconditionally undertakes to register (and hereby permits the Mortgagee or its nominee(s), if they have custody of the original Register of Members to register) in the Register of Members any and all share transfers to the Mortgagee or its nominee in respect of the relevant Mortgaged Shares submitted to the Company by the Mortgagee and made in compliance with the memorandum and articles of association of the Company.

2.The Company hereby confirms that it has instructed its registered office provider to make an annotation of the existence of the Mortgage and the security interests created thereby in the Register of Members pursuant to the Mortgage.

3.The Company hereby agrees to accept service of process on behalf of the Mortgagor pursuant to the Mortgage.

4.The Company hereby confirms that the Register of Members provided to Mortgagee pursuant to the Mortgage is a certified copy of the original Register of Members and it will not redesignate or otherwise seek to recreate the Register of Members.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS DEED POLL has been executed and delivered as a Deed Poll on the day and year first above written.

EXECUTED AS A DEED for and on behalf of BONA FILM GROUP LIMITED by:	) )
	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
in the presence of:
Signature of Witness
Name:
Occupation:
Address:

[Signature Page to Schedule 3 (Deed of Undertaking) of the Equitable Share Mortgage in Respect of Shares of Bona Film Group Limited]

SCHEDULE 4

FORM OF LETTER OF INSTRUCTIONS FROM THE COMPANY TO ITS REGISTERED OFFICE PROVIDER

BONA FILM GROUP LIMITED

Date:                                                              

Codan Trust Company (Cayman) Limited

Cricket Square, Hutchins Drive,

PO Box 2681,

Grand Cayman, KY1-1111,

Cayman Islands

cc: Fosun International Holdings Limited

Dear Sirs

BONA FILM GROUP LIMITED (THE “COMPANY”) — INSTRUCTIONS TO REGISTERED OFFICE PROVIDER

1.We irrevocably instruct that as from the date hereof, the following shall be an instructing party for the Company:

Fosun International Holdings Limited (the “New Instructing Party”), until such time as you are informed otherwise by the New Instructing Party.  As from the period starting from the date on which the New Instructing Party (or any successor-in-title) informs you that there has been an Event of Default (as defined in the Share Mortgage between Skillgreat Limited and the New Instructing Party dated July 23, 2014 in respect of shares in the Company (“Mortgage”)) and ending on the date on which the New Instructing Party (or its successor-in-title) informs you that such Event of Default no longer subsists, you will be irrevocably instructed to regard the New Instructing Party (or its successor-in-title) as the sole instructing party for the Company and without limiting the foregoing if at any time the New Instructing Party instructs you to register the New Instructing Party or its nominee (or any successor-in-title) as the registered holder of any of the shares the subject of the Mortgage you are hereby authorised and instructed to do so and update the original Register of Members of the Company accordingly without notice to us or consent from us.

2.We irrevocably instruct you to make an annotation of the existence of the Mortgage and the security interests created thereby in the Company’s Register of Members pursuant to the Mortgage.

Please confirm that you have received this correspondence.

Yours Faithfully,

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Director

[Signature Page to Schedule 4 of of the Equitable Share Mortgage in Respect to Bona Film Group Limited Shares]

Schedule 5

Form of Register of Mortgages and Charges

Skillgreat Limited

Entry No.:
Date Created:	2014

Instrument:Equitable Share Mortgage, dated July 23, 2014, between Skillgreat Limited, as Mortgagor, and Fosun International Holdings Limited, as Mortgagee (the “Mortgage”)

Description of Property Charged

As a continuing security for the discharge and/or payment of the Secured Obligations, subject to the terms of the Mortgage, the Mortgagor as legal and beneficial owner mortgages in favour of the Mortgagee by way of an equitable mortgage all his/her right, title and interest in and to the Mortgaged Shares; and charges in favour of the Mortgagee, by way of a fixed charge, all of his/her right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property.  All capitalized terms used herein have the meaning ascribed to them in the Mortgage.

Amount of Charge Created

Payment of the Secured Obligations (as defined in the Mortgage).

Names of Mortgagees or Persons Entitled to Charge

Fosun International Holdings Limited

Attachments to this notification

Copy of executed Mortgage

EX-99.5

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 Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

To dispel any inference that the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence the Client’s knowledge of material nonpublic information, or information at variance with the Issuer’s statements to investors; the Client has determined to instruct Credit Suisse Securities (USA) LLC (“CSSU”) to trade a pre-determined amount of Shares pursuant to the formula described in Exhibit A.

Representations, Warranties and Covenants Regarding Compliance with Rule 10b5-1;

1As of the date of this Plan, the Client is not aware of any material nonpublic information regarding the Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSSU from acting upon the instructions set forth in this Plan;

2.The Client is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended;

3.The Client has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares;

4.The Client acknowledges that CSSU may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of the Client pursuant to the Plan; and

5.The Client may not discuss with CSSU the timing of the trading in the Shares on their behalf (other than to confirm these instructions and describe them if necessary).

6.The Client agrees to inform CSSU as soon as possible of any of the following:

i)any subsequent restrictions imposed on the Client due to changes in the securities (or other) laws or of any contractual restrictions imposed on the Issuer that would prevent CSSU or the Client from complying with the Plan, and

ii)the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 10 or Section 15 of the Plan, respectively.

7.The Client agrees not to sell any shares at another Broker Dealer outside of CSSU during the duration of the Plan.

Representations, Warranties and Covenants Regarding Compliance with Rule 144 and Rule 145

8.Client understands and agrees that if he/she is an affiliate or control person for purposes of Rule 144 under the Securities Act of 1933, as amended (“ Securities Act” ), or if the Shares subject to

the Plan are restricted securities subject to limitations under Rule 144 or eligible for resale under Rule 145, then all sales of Shares under the Plan will be made in accordance with the applicable provisions of Rule 144.

i)Client requests and authorizes CSSU to complete and file on their behalf any Forms 144 (pre-signed by them) necessary to effect sales under the Plan.

ii)If appropriate, Client understands and agrees that, upon their prompt execution and delivery to CSSU of Form 144, CSSU will either: (a) make one Form 144 filing at the beginning of each three-month period commencing with the date of the first sale made in connection with the Plan, (b) file a Form 144 for each sale made in connection with the Plan, or (c) file at its discretion in compliance with the rules of the Securities Act.

iii)Each Form 144 shall state the following: “ This proposed sale is made pursuant to a plan intended to comply with Rule 10b5-1 (c), previously entered into on June 10, 2014, at which time Dong Yu was not aware of material non public information.”

iv)CSSU will conduct sales pursuant to Rule 144 or Rule 145 if appropriate, including applying Rule 144 volume limitations as if the sales under the Plan were the only sales subject to the volume limitations.

v)Client agrees not to take any action or to cause any other person or entity to take any action that would require him/her to aggregate sales of Shares subject to the Plan with any other sales of shares as may be required by Rule 144; and not to take any action that would cause the sales of Shares under the Plan not to comply with Rule 144 or Rule 145.

Stock Splits / Reincorporations/ Reorganizations

9.In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be executed will be adjusted proportionately.

10.In the event of a reincorporation or other corporate reorganization resulting in an internal Issuer share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

Suspension

11.Trading pursuant to the Plan shall be suspended where:

i)trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;

ii)CSSU, in its sole discretion, determine that there is a legal, regulatory or contractual reason why it cannot effect a trade; or

iii)CSSU is notified in writing by the Client or the Issuer that a trade should not be effected due to legal, regulatory or contractual restrictions applicable to the Issuer or to the Client (including without limitation, Regulation M).

12.CSSU will resume trades in accordance with the Plan as promptly as practicable after (a) CSSU receives notice in writing from the Client or the Issuer, as the case may be, that it may resume trades in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Sections 11 (iii) or (b) CSSU determines, in its sole discretion, that it may resume trades in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Sections 11 (i) or 11(ii).

13.Shares allocated under the Plan for trading during a period that has elapsed due to a suspension under Section 1 0 will be carried forward and executed with the next amount of shares in accordance with the formula described in Exhibit A.

14.In the event the formula described in Exhibit A provides for an amount of Shares to be executed during a given period pursuant to a limit order, Shares that would otherwise be permitted to be executed during that period but are not executed due to a suspension under Section 11, shall, upon lapse of the suspension, nonetheless be carried forward to be executed with the next amount of Shares to be executed in accordance with the formula described in Exhibit A.

15.CSSU is released from all liability in connection with any suspension of trades made in accordance with Section 11.

Termination

16.The Plan shall terminate on the earliest to occur of the following:

i)the termination date specified in Exhibit A; or

ii)the completion of all trades in Exhibit A;

iii)CSSU’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) the Client has not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) the Client has made misstatements in their representations or warranties in Sections 1-8 above that are false or materially inaccurate;

iv)receipt by CSSU of written notice from the Issuer or Client of: (a) the filing of a bankruptcy petition by the Issuer; (b) a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part);

v)receipt by CSSU of written notice of the Client’s death in a form legally satisfactory; or

vi)receipt by CSSU of written notice of termination of the Plan from the Client.

Execution, Average Pricing and Pro Rata Allocation of Trades

17.The Client agrees and acknowledges that:

i)If the Client’s order to execute the Shares pursuant to the Plan, whether market or limit, is

handled by a CSSU trading desk, the Client’s order shall be handled as “ not held”. A “not held” or “working order” permits a CSSU trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.

ii)CSSU may execute the Client’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) CSSU may aggregate the Client’s order with other orders of the Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 plan, execute them as block or in multiple smaller transactions, and allocate an average price to each client.

iii)Commissions charged by CSSU on trades pursuant to the Plan shall be $0.03 per share, with a $1 00 minimum fee per ticket.

Indemnification

18.The Client agrees to indemnify and hold harmless CSSU and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to CSSU’s actions taken in compliance with the Plan, because of any breach by the Client of the Plan, or any violation by the Client of applicable federal or state laws or regulations. This indemnification shall survive the termination of the Plan.

19.The Client has consulted with their own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CSSU or any person affiliated with CSSU in connection with, the Client’s adoption and implementation of this Plan.

If the Client is subject to the reporting requirements of Section 16 of the Exchange Act of 1934, CSSU will provide information regarding open market transactions under the Plan to a designated third party in accordance with the instructions provided below.

20.The Client authorizes CSSU to transmit information via facsimile and/or email regarding open market transactions under the Plan to:

Name:Menglei Zou

Title:Secretary of the Board and Administration Director

Organization:Bona Film Group Limited

Tel:(86)1 38 01 32 9945

E-mail:zoumenglei@bonafilm.cn

i)The Client understands that reasonable efforts will be made to transmit transaction information for open market transactions under the Plan by close of business on the day of the sale, but no later than the close of business on the first trading day following the sale.

ii)The Client acknowledges that CSSU (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

iii)If any of the above contact information changes, or the Client wishes to terminate this authorization, the Client will promptly notify CSSU in writing. The Client further authorizes CSSU to transmit transaction information to a third party service provider who will make the information available to their designated representative(s) listed above.

Governing Law

21.This Plan shall be governed by and construed in accordance with the laws of the State of New York.

The Client and the Issuer authorize and direct the Issuer’s insider trading personnel to take all necessary steps to effect the instructions described in this Plan.

Reviewed and authorized

By:	/s/ Amy Wu					/s/ Yu Dong
	(Signature)					(Signature)
				Skillgreat Limited
Name:			Amy Xu	Name:		YU Dong
Title:		CFO of Bona Film Group Limited		Title:	Director
Date:		June 10th 2014		Date:	June 10th 2014

Acknowledged and Agreed:

Credit Suisse Securities (USA) LLC
By:	/s/ Dave Falk
	(Signature)
Name:			Dave Falk
Title:		Director
Date:		June 18th 2014