SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Bona Film Group Limited

 (Name of Issuer)

Ordinary Shares, par value $0.0005 per share

 (Title of Class of Securities)

09777B107^**

 (CUSIP Number)

Dong Yu	With a copy to:
18/F, Tower A, U-town Office Building	Fang Xue
#1 San Feng Bei Li	Gibson Dunn & Crutcher LLP
Chaoyang District, Beijing 100020,	Unit 1301, Tower 1, China Central Place
People’s Republic of China	No. 81 Jianguo Road, Chaoyang District
+86 (10) 5631 0700	Beijing, 100025, People’s Republic of China
	+86 10 6502 8687

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

December 15, 2015

(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. ¨

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) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)      ¨

6. Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 13,048,076.50 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 13,048,076.50 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 13,048,076.50 ordinary shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)        ¨

13.	Percent of Class Represented by Amount in Row (11) 40.3%1
14.	Type of Reporting Person (See Instructions) CO

1 Based on 32,402,346 Ordinary Shares outstanding as of December 15, 2015 (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) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)       ¨

6. Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 13,075,067.502 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 13,075,067.502 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 13,075,067.50³ ordinary shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       ¨

13.	Percent of Class Represented by Amount in Row (11) 40.4%3
14.	Type of Reporting Person (See Instructions) CO

2 Based on (i) 13,048,076.50 Ordinary Shares held by Skillgreat Limited as record holder, plus (ii) 26,991 Ordinary Shares underlying outstanding options held by Vantage Global Holdings Ltd as of December 15, 2015. Skillgreat Limited is wholly owned by Vantage Global Holdings Ltd, which is wholly owned by Dong Yu.

3 Based on 32,402,346 Ordinary Shares outstanding as of December 15, 2015 (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) ¨ (b) x

3.	SEC Use Only
4.	Source of Funds (See Instructions) OO

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)       ¨

6. Citizenship or Place of Organization People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 14,340,1494 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 14,340,1494 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 14,340,149⁴ ordinary shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)       ¨

13.	Percent of Class Represented by Amount in Row (11) 44.3%5
14.	Type of Reporting Person (See Instructions) IN

4 Based on (i) 13,048,076.50 Ordinary Shares held by Skillgreat Limited as record holder, plus (ii) 26,991 Ordinary Shares underlying outstanding options held by Vantage Global Holdings Ltd, plus (iii) 1,265,081.50 Ordinary Shares underlying outstanding options and restricted shares held by Dong Yu exercisable or vesting within 60 days as of December 15, 2015.

5 Based on 32,402,346 Ordinary Shares outstanding as of December 15, 2015 (as provided by the Issuer).

This Amendment No. 6 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, Amendment No. 2 filed with the SEC on July 25, 2014, Amendment No. 3 filed with the SEC on June 17, 2015, Amendment No. 4 filed with the SEC on October 14, 2015 and Amendment No. 5 filed with the SEC on October 27, 2015, 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:

“Pursuant to an agreement and plan of merger, dated as of December 15, 2015 (the “Merger Agreement”), by and among the Issuer, Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 99.5, and is incorporated herein by reference in its entirety.

The Reporting Persons, Fosun International Limited, Orrick Investments Limited, Sequoia Capital China I., L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., SAIF Partners IV L.P. and Uranus (collectively, the “Rollover Shareholders”), Alibaba Pictures Group Limited, Oriental Power Holdings Limited and All Gain Ventures Limited (collectively with the Rollover Shareholders, the “Consortium”) anticipate that approximately US$375 million is expected to be expended to complete the Merger. This amount includes (a) the estimated funds required by Parent to (i) purchase the outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) owned by shareholders of the Company other than the Rollover Shareholders at a purchase price of US$27.4 per Ordinary Share or US$13.7 per ADS, (ii) settle the outstanding options to purchase Ordinary Shares under the 2009 Stock Incentive Plan and the 2010 Stock Incentive Plan of the Company, and (b) the estimated transaction costs associated with the transactions contemplated by the Merger Agreement (the “Transactions”).

The Transactions will be funded through cash contributions contemplated by equity commitment letters, dated as of December 15, 2015 (the “Equity Commitment Letters”), by and between Parent and each of the Founder, Alibaba Pictures Group Limited, Oriental Power Holdings Limited, Uranus Connection Limited (“Uranus”) and a certain individual (collectively, the “Sponsors”). Under the terms and subject to the conditions of the Equity Commitment Letters, the Sponsors will provide equity financing in an aggregate amount of US$365,976,730.70 to Parent to consummate the Merger.

Under the terms and subject to the conditions of the Equity Commitment Letter by the Founder (the “Founder Equity Commitment Letter”), the Founder will provide equity financing in an aggregate amount of US$125,697,403.80. The information disclosed in this paragraph is qualified in its entirety by reference to the Founder Equity Commitment Letter, a copy of which are filed as Exhibit 99.6, and which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders (other than Uranus Connection Limited whose signature page will be released automatically upon and only upon the completion of the Uranus Transfer (as defined below) entered into a support agreement dated as of December 15, 2015 (the “Support Agreement”) with Parent providing that the Rollover Shares (as defined below), in connection with and at the effective time of the Merger, will be cancelled for no consideration. The description of the Support Agreement set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit 99.7, and which is incorporated herein by reference in its entirety.

On November 25, 2015, the Reporting Persons entered into a loan agreement (the “Loan Agreement”) with Uranus pursuant to which Skillgreat issued to Uranus, and Uranus subscribed from Skillgreat, a loan note (the “Loan Note”) in an aggregate principal amount of US$97,660,641.80. The aggregate proceeds from the issuance of the Loan Note will be used to finance the Founder’s commitment under the applicable Equity Commitment Letter. To secure the Skillgreat’s obligation under the Loan Note, Skillgreat pledged a total of 3,564,257 Ordinary Shares pursuant to a share charged dated as of November 30, 2015 (the “Share Charge”). The information disclosed in this paragraph is qualified in its entirety by reference to the Loan Agreement and the Share Charge, copies of which are filed as Exhibit 99.8 and 99.9, respectively, and which is incorporated herein by reference in its entirety.

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 December 15, 2015, the Issuer announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation. Under the terms of the Merger Agreement, each Ordinary Share, including Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the effective time of the Merger will be cancelled in consideration for the right to receive US$27.40 per Share or US$13.70 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) Ordinary Shares held by Rollover Shareholders (the “Rollover Shares”), (ii) Ordinary Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Company (as treasury shares, if any) and any Ordinary Shares (including Ordinary Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of any Company share awards or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company, and (iii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Ordinary Shares will be cancelled at the effective time of the merger for the right to receive the appraised value of such Ordinary Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

Following the consummation of the Merger, the Issuer will become a wholly owned subsidiary of Parent. In addition, if the Merger is consummated, the ADSs would be delisted from the NASDAQ Select Global Market., the Issuer’s obligations to file periodic report under the Exchange Act would be terminated, and the Issuer will be privately held by the members of the Consortium.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders entered into the Support Agreement with Parent, pursuant to which they have agreed with Parent, among other things, that: (a) the Rollover Shareholders will vote all of the Ordinary Shares (including Ordinary Shares represented by ADSs) owned directly or indirectly by them in favor of the authorization and approval of the Merger Agreement and the Transactions, including the Merger, and (b) the Rollover Shares will, in connection with and at the effective time of the Merger, be cancelled for no consideration.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders, SAC Finance Company Limited, Willow Investment Limited and All Gain Ventures Limited entered into an interim investors agreement dated as of December 15, 2015 (the “Interim Investors Agreement”) with Parent and Merger Sub, pursuant to which the parties thereto agreed to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the members of the Consortium with respect to the Transactions. The information disclosed in this paragraph is qualified in its entirety by reference to the Interim Investors Agreement, a copy of which is filed as Exhibit 99.10, and which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Founder executed and delivered a limited guarantee (the “Limited Guarantee”) in favor of the Issuer with respect to a portion of the payment obligations of Parent under the Merger Agreement for the termination fee that may become payable to the Issuer by Parent under certain circumstances and certain costs and expenses, as set forth in the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guarantee, a copy of which are filed as Exhibit 99.11, and which is incorporated herein by reference in its entirety.

On December 14, 2015, the Reporting Persons and Uranus entered into a side letter (the “Side Letter”) in connection with the Investment Agreement, pursuant to which the Reporting Persons agreed that Uranus may exercise its right to convert the Exchangeable Note by delivering a notice and the Exchangeable Note to Skillgreat at any time on or after the earlier of (i) the execution of the Interim Investors Agreement; or (ii) the execution of the Merger Agreement, but in each case of (i) and (ii), on or before the tenth business day following the execution thereof. The information disclosed in this paragraph is qualified in its entirety by reference to the Side Letter, a copy of which is filed as Exhibit 99.12, and which is incorporated herein by reference in its entirety. Immediately after the entry into the Side Letter, Uranus notified Skillgreat that it elects to exercise its exchange right over the entire principal amount of the Exchangeable Note to acquire 2,032,689 Ordinary Shares from Skillgreat. The share charge over such Ordinary Shares will be released by Uranus immediately before or upon the completion of the transfer of such Ordinary Shares from Skillgreat to Uranus (the “Uranus Transfer”).

Item 5. Interest in Securities of the Issuer

The first paragraph 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. Skillgreat is the record owner of 13,048,076.50 Ordinary Shares. Vantage is the record owner of 26,991 outstanding options that are exercisable for 26,991 Ordinary Shares.”

The Reporting Persons may be deemed to be members of a “group” with the other parties (collectively, the “Other Parties”) to the Support Agreement and the Interim Investors Agreement pursuant to Section 13(d) of the Act as a result of entering into the Support Agreement and the Interim Investors Agreement. However, each Reporting Person expressly disclaims beneficial ownership of the Ordinary Shares beneficially owned by the Other Parties. 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 uer that are beneficially owned by any of the Other Parties.  The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by any of the Other Parties.”

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.”

Item 7. Material to be Filed as Exhibits

Exhibit Number	Description of Exhibits
99.4	Joint Filing Agreement by and among Mr. Dong Yu, Skillgreat Limited and Vantage Global Holdings Ltd dated December 18, 2015.
99.5	Merger Agreement, by and among Bona Film Group Limited, Mountain Tiger International Limited and Mountain Tiger Limited (incorporated by reference to Exhibit 99.2 to Bona Film Group Limited’s Report of Foreign Private Issuer filed on Form 6-K on December 15, 2015).
99.6	Equity Commitment Letter by Mr. Dong Yu in favor of Parent, dated as of December 15, 2015.
99.7	Support Agreement by and among Parent, Dong Yu, Skillgreat, Vantage, Fosun International Limited, Orrick Investments Limited, Sequoia Capital China I., L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., SAIF Partners IV L.P. and Uranus, dated as of December 15, 2015.
99.8	Loan Agreement by and among Dong Yu, Skillgreat, Vantage and Uranus dated as of November 25, 2015.
99.9	Share Charge by and between Skillgreat and Uranus, dated as of November 30, 2015.
99.10	Interim Investors Agreement by and among Parent, Dong Yu, Skillgreat, Vantage, Fosun International Limited, Orrick Investments Limited, Sequoia Capital China I., L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., SAIF Partners IV L.P. and Uranus, SAC Finance Company Limited, Willow Investment Limited and All Gain Ventures Limited , dated December 15, 2015.
99.11	Limited Guarantee, by Mr. Dong Yu in favor of the Issuer, dated as of December 15, 2015.
99.12	Side Letter by and between Skillgreat and Uranus, dated as of December 14, 2015.

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: December 18, 2015

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-99.4

Exhibit 99.4

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 18, 2015.

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-99.6

Exhibit 99.6

Execution Version

DONG YU

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

No.1 San Feng Bei Li, Chaoyang District

Beijing 100020

People’s Republic of China

Facsimile: 86 10 56310828

Email: yudong@bonafilm.cn

December 15, 2015

MOUNTAIN TIGER INTERNATIONAL LIMITED

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

No.1 San Feng Bei Li, Chaoyang District

Beijing 100020

People’s Republic of China

Re: Equity Commitment Letter

Ladies and Gentlemen:

Mr. Dong YU (including his permitted assigns, the “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in Mountain Tiger International Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent, and Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1.          Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Parent, up to an aggregate amount equal to $125,697,403.80 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution, along with the amounts to be paid by all other Sponsors (the “Other Sponsors”) under their respective Equity Commitment Letters to Parent committing to invest in Parent which are substantially identical to this letter agreement and delivered to Parent concurrently with the delivery of this letter agreement (such aggregate amount, the “Commitments”), shall be used by Parent, to the extent necessary, to (i) fund (or cause to be funded) a portion of the Exchange Fund and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Guaranteed Obligations with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof.

2.          Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction or waiver at the Closing of all conditions precedent to the obligations of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof, (b) the portion of the Equity Financing that is to be funded by the Other Sponsors pursuant to the other Equity Commitment Letters dated as of the date hereof has been funded (or will be funded substantially concurrently if the Contribution is funded by the Sponsor), and (c) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.6(b) of the Merger Agreement of an Order requiring Parent to cause the Equity Financing to be funded and to consummate the Merger.

3.          Enforcement/Recourse. Except as specifically contemplated by Section 9.6(b) of the Merger Agreement, neither Parent nor Merger Sub shall have any right to enforce this letter agreement; provided that, to the extent the Company has obtained an order of specific performance pursuant to, and subject to the conditions in, Section 9.6(b) of the Merger Agreement, the Company is hereby made a third party beneficiary of the rights granted to Parent hereby and shall be entitled to specific performance to cause the Contribution to be funded (for the avoidance of doubt, subject to the satisfaction of the conditions set forth in Section 2 of this letter agreement). Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”) in accordance with the Merger Agreement. The Company’s (i) remedies against the Sponsor and the Other Sponsors under their respective Limited Guarantees, (ii) rights as a third party beneficiary as set forth in the proviso in the first sentence of this Section 3 and (iii) remedies against Parent under the Merger Agreement shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor, any Affiliate of the Sponsor, any former, current or future director, officer, employee or agent (as applicable) of the Sponsor or of his Affiliates, any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the transactions contemplated thereby, including without limitation in the event Parent breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of his obligations under this letter agreement; provided that, in the event the Company successfully compels specific performance of the obligations of Parent to consummate the Merger in accordance with, and subject to the terms and conditions set forth in, Section 9.6(b) of the Merger Agreement, and the Sponsor shall have made the Contribution (and all Other Sponsors have funded their Commitments in full and the Effective Time occurred), then neither the Company nor any other Person (including, without limitation, the Company’s equityholders, Affiliates and Subsidiaries) shall have any remedy against the Sponsor or any Related Person, including under the Limited Guarantee. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Parent acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation. In no event shall this letter agreement or the Contribution herein be enforced by any Person unless each of the unfunded other Equity Commitment Letters dated as of the date hereof is being concurrently enforced by such Person.

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4.          Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged), (c) the making of the Contribution by the Sponsor or his assigns, (d) the Company or any of its Affiliates, directly or indirectly, asserting any claim against (i) the Sponsor under the Limited Guarantee or any Other Sponsor under the other Limited Guarantees or (ii) the Sponsor or any Related Person of the Sponsor (other than Parent and Merger Sub), any Other Sponsor or any Related Person of any Other Sponsor (other than Parent and Merger Sub), in each case, in connection with the Merger Agreement or any of the transactions contemplated thereby (other than a claim seeking an order of specific performance of the Sponsor’s obligation to make the Contribution in the circumstances provided for in Section 3), and (e) July 1, 2016; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6(b) of the Merger Agreement is then pending, this letter agreement shall not terminate under clause (e) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction.

5.          No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Sponsor (in the case of an assignment by Parent) or Parent (in the case of an assignment by the Sponsor), except that, without the prior written consent of Parent, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of his Affiliates or to one or more private equity funds sponsored or managed by any such Affiliate. Any purported assignment of this commitment in contravention of this Section 5 shall be void.

6.          No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Section 3 of this letter agreement, this letter agreement shall be binding on the Sponsor solely for the benefit of Parent, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than Parent (but solely at the direction of the Sponsor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 6, 9, 10 and 12), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, Neither Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent to enforce this letter agreement.

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7.          Representations and Warranties. The Sponsor hereby represents and warrants that: (a) he has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor, (c) this letter agreement has been duly and validly executed and delivered by him and constitutes a valid and legally binding obligation of him, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not violate any applicable Law or conflict with any material agreement binding on the Sponsor; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement; (f) for so long as this letter agreement shall remain in effect in accordance with its terms, the Sponsor or his Affiliate shall have the cash on hand and/or capital commitments required to fund the Contribution; and (g) where applicable, the amount of the Contribution is less than the maximum cumulative amount (if any) permitted to be invested collectively by the Sponsor and his Affiliate in any one portfolio investment pursuant to the terms of their respective constituent documents.

8.          Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 6, 9 and 10 hereof. No party hereto shall assert, and each party hereto shall cause its/his respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

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9.          Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 9. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their 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 30 days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any Person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree 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 otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

10.         Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

11.         Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

12.         Governing Law. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

13.         Entire Agreement; Amendment; Counterparts. This letter agreement, the Limited Guarantee, the other Equity Commitment Letters, the other Limited Guarantees, the Merger Agreement and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Parent or any of its Affiliates, on the one hand, and the Sponsor or any of his Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Parent; provided that any amendment, waiver or modification that would be expected to be adverse to the Company’s rights set forth in the proviso of the first sentence of Section 3 of this letter agreement shall require the prior written consent of the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]

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Very truly yours,

Dong YU

Signature Page to Equity Commitment Letter

Agreed to and accepted as of the date first
written above:

MOUNTAIN TIGER INTERNATIONAL LIMITED

By:	/s/ Dong Yu
Name:	Dong Yu
Title:	Director

Signature Page to Equity Commitment Letter

EX-99.7

Exhibit 99.7

Execution Version

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain holders of shares and equity-based awards of Bona Film Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) as listed on Schedule A or, subject to Section 2.5 hereof, Schedule B attached hereto (each, a “Rollover Securityholder” and collectively, the “Rollover Securityholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Rollover Securityholder is (for the avoidance of doubt, upon the completion of the Uranus Transfer as contemplated under Section 2.5, Uranus Connection Limited (“Uranus”) will be) the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such Company Shares (including those represented by ADSs but excluding any Company Restricted Shares), Company Options and/or Company Restricted Shares (as applicable) as set forth opposite such Rollover Securityholder’s name under the column “Securities Owned” on Schedule A or Schedule B (as the case may be) attached hereto (with respect to each Rollover Securityholder, the “Owned Securities”) (the Owned Securities, together with any other Company Shares and/or Equity Interests of the Company acquired (whether beneficially or of record) by such Rollover Securityholder after the date hereof and prior to the earlier of the Effective Time and the termination of all such Rollover Securityholder’s obligations under this Agreement, including any Company Shares and/or Equity Interests acquired by means of purchase, as a result of stock dividend or distribution, stock split, recapitalization, combination or reclassification, or issued or received upon the vesting or exercise of any Company Share Awards or warrants or the conversion/exchange of any convertible/exchangeable securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Rollover Securityholder agrees to (a) the cancellation of such Company Shares (including those represented by ADSs), Company Options and/or Company Restricted Shares (as applicable) as set forth opposite such Rollover Securityholder’s name under the column “Rollover Securities” on Schedule A or, upon the completion of the Uranus Transfer as contemplated under Section 2.5, Schedule B attached hereto (with respect to each Rollover Securityholder, the “Rollover Securities”) for no consideration in connection with the Merger, and (b) subscribe for newly issued ordinary shares of Parent (the “Parent Shares”) at par immediately prior to the Closing in accordance with and subject to the terms and conditions of this Agreement;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Securityholders are entering into this Agreement;

WHEREAS, the Rollover Securityholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Securityholders set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section1.1           Voting. From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Rollover Securityholder irrevocably and unconditionally hereby agrees that (i) at the Company Shareholders Meeting or any other meeting (whether annual or extraordinary) of the shareholders of the Company in connection with the Merger Agreement and/or any transaction contemplated thereby (including the Merger), however called (and any adjournment or postponement thereof), at which any of the matters described in paragraphs (a) – (f) hereof is to be considered, or (ii) in connection with any written resolution of the Company’s shareholders in connection with the Merger Agreement and/or any transaction contemplated thereby (including the Merger), such Rollover Securityholder shall (x) in case of a meeting, appear or cause its/his Representative(s) to appear at such meeting or otherwise cause its/his Securities to be counted as present thereat for purposes of determining whether a quorum is present and (y) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Rollover Securityholder’s Securities,

(a)          for authorization and approval of the Merger Agreement, the Merger and all other transactions contemplated by the Merger Agreement and any action required in furtherance thereof,

(b)          against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement,

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(c)          against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Rollover Securityholder of its/his obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any Company Subsidiary (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Company Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Company Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent,

(d)          against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover Securityholder contained in this Agreement,

(e)          in favor of any adjournment or postponement of the Company Shareholders Meeting as may be reasonably requested by Parent, and

(f)          in favor of any other matter necessary to effect the transactions contemplated by the Merger Agreement.

Section1.2           Grant of Irrevocable Proxy; Appointment of Proxy.

(a)          Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)          Each Rollover Securityholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

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Section1.3           Restrictions on Transfers. Except as provided for in Article III below, pursuant to the Merger Agreement or as contemplated under Section 2.5 below, each Rollover Securityholder hereby agrees that, from the date hereof until the Expiration Time, without the prior approval of all other Rollover Securityholders and Parent, such Rollover Securityholder shall not, directly or indirectly, (a) sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and (i) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Securityholder’s economic interest in such Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Rollover Securityholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Securityholder from performing any of its/his obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Rollover Securityholder from performing any of his or its/his obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of the Securities into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any purported Transfer in violation of this Section 1.3 shall be null and void.

Article II

ROLLOVER SECURITIES

Section 2.1           Cancellation of Rollover Securities. Subject to the terms and conditions set forth herein, (a) each Rollover Securityholder agrees that its/his Rollover Securities shall be cancelled at the Effective Time for no consideration, and (b) other than its/his Rollover Securities, all Equity Interests of the Company held by such Rollover Securityholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

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Section 2.2           Issuance of Parent Shares and Rollover of Company Share Awards.

(a)           Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities that are Company Shares (including those represented by ADSs) and/or Company Restricted Shares (whether vested or unvested) held by each Rollover Securityholder in accordance with Section 2.1, Parent shall issue to such Rollover Securityholder (or, if designated by such Rollover Securityholder in writing, an Affiliate of such Rollover Securityholder), and such Rollover Securityholder or its/his Affiliate (as applicable) shall subscribe at par value for, such aggregate number of Parent Shares as set forth opposite such Rollover Securityholder’s name under the column “Parent Shares” on Schedule A or, upon the completion of the Uranus Transfer contemplated under Section 2.5 hereof, Schedule B attached hereto. Each Rollover Securityholder hereby acknowledges and agrees that (i) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Securityholder by Parent and Merger Sub in respect of the Rollover Securities that are Company Shares (including those represented by ADSs) and/or Company Restricted Shares (whether vested or unvested) held by such Rollover Securityholder and cancelled pursuant to Section 2.1 above, and (ii) such Rollover Securityholder shall have no right to any merger consideration in respect of the foregoing Rollover Securities held by such Rollover Securityholder.

(b)          Each Rollover Securityholder hereby agrees that the Rollover Securities that are Company Options (whether Vested Company Options or Unvested Company Options) held by such Rollover Securityholder shall be cancelled at the Effective Time in accordance with Section 2.1 in exchange for the right to receive substituted options of Parent to purchase such aggregate number of Parent Shares as set forth opposite such Rollover Securityholder’s name under the column “Parent Options” on Schedule A or, upon the completion of the Uranus Transfer contemplated under Section 2.5 hereof, Schedule B attached hereto, pursuant to the terms and conditions to be determined by Parent and entitling such Rollover Securityholder to substantially the same economic value as the original Company Options.

Section 2.3           Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to the Closing.

Section 2.4           Deposit of Rollover Securities. No later than three (3) Business Days prior to the Closing, each Rollover Securityholder and any agent of such Rollover Securityholder holding certificates evidencing any of the Rollover Securities shall deliver or cause to be delivered to Parent all certificates representing such Rollover Securities in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

Section 2.5           Uranus Share Transfer. Each party hereto acknowledges and agrees that, Skillgreat Limited wishes to Transfer to Uranus, and Uranus wishes to accept such Transfer from Skillgreat Limited (the “Uranus Transfer”), 2,032,689 Company Shares registered in the name of Skillgreat Limited as record holder as of the date hereof, within forty-five (45) days after the date hereof. Each party hereto further acknowledges and confirms that, upon and only upon the completion of the Uranus Transfer, automatically and without any further action on the party of any party hereto, (i) the signature page of Uranus attached hereto shall be released, (ii) Uranus shall become a party of and a “Rollover Securityholder” under this Agreement and be bound by and subject to any and all of the terms and conditions hereof, and (iii) Schedule A attached hereto shall be replaced and substituted in its entity by Schedule B attached hereto.

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Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE ROLLOVER SECURITYHOLDERS

Section 3.1            Representations and Warranties. Each Rollover Securityholder, severally and not jointly, represents and warrants to Parent as of the date hereof and as of the Closing:

(a)          such Rollover Securityholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Securityholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)          this Agreement has been duly executed and delivered by such Rollover Securityholder and, in case the Rollover Securityholder is an entity, the execution, delivery and performance of this Agreement by such Rollover Securityholder and the consummation by such Rollover Securityholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Rollover Securityholder and no other actions or proceedings on the part of such Rollover Securityholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby by such Rollover Securityholder;

(c)          assuming due authorization, execution and delivery by Parent and other Rollover Securityholders, this Agreement constitutes a legal, valid and binding agreement of such Rollover Securityholder, enforceable against such Rollover Securityholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d)          (i) subject to Section 2.5, such Rollover Securityholder (A) is and/or, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, its/his Securities, free and clear of Liens other than as created by this Agreement or disclosed under the Merger Agreement, and (B) has and/or will have sole or shared (together with Affiliates controlled by such Rollover Securityholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of its/his Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands, Laws of the People’s Republic of China and the terms of this Agreement; (ii) its/his Securities are not subject to any voting trust agreement or other Contract to which such Rollover Securityholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) except for any transaction disclosed in the Company SEC Filings or other forms, reports or other documents filed with SEC by such Rollover Securityholder on or prior to the date hereof or under the Merger Agreement, such Rollover Securityholder has not Transferred any interest in any of its/his Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, other than its/his Securities, such Rollover Securityholder does not own, beneficially or of record, any Company Shares, Company Share Awards, other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Rollover Securityholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of its/his Securities, except as contemplated by this Agreement;

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(e)          except for the applicable requirements of the Exchange Act, the Securities Act, any other U.S. federal or state securities Laws, the rules and regulations of NASDAQ and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of any Governmental Authority is necessary on the part of such Rollover Securityholder for the execution, delivery and performance of this Agreement by such Rollover Securityholder or the consummation by such Rollover Securityholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Securityholder nor the consummation by such Rollover Securityholder of the transactions contemplated hereby, nor compliance by such Rollover Securityholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Securityholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Securityholder pursuant to any Contract to which such Rollover Securityholder is a party or by which such Rollover Securityholder or any property or asset of such Rollover Securityholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Securityholder or any of such Rollover Securityholder’s properties or assets;

(f)          there is no Action pending against any such Rollover Securityholder or, to the knowledge of such Rollover Securityholder, threatened against any such Rollover Securityholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Securityholder of its/his obligations under this Agreement;

(g)          such Rollover Securityholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares and such Rollover Securityholder acknowledges that it/he has been advised to discuss with its/his own counsel the meaning and legal consequences of such Rollover Securityholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h)          each Rollover Securityholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Rollover Securityholder’s execution, delivery and performance of this Agreement.

Section 3.2           Covenants. Each Rollover Securityholder hereby:

(a)          agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Rollover Securityholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Securityholder of its/his obligations under this Agreement;

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(b)          irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Rollover Securityholder may have with respect to such Rollover Securityholder’s Securities (including without limitation any rights under Section 238 of the Cayman Companies Law) prior to the Expiration Time;

(c)          agrees to permit the Company and Parent to publish and disclose in any press release, the Proxy Statement (including all documents filed with the SEC in accordance therewith) and any other disclosure documents in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transaction contemplated thereby), such Rollover Securityholder’s identity and beneficial ownership of Securities and the nature of such Rollover Securityholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that the Company or Parent reasonably determines in its good faith judgement is required to be disclosed by Law;

(d)          agrees and covenants, severally and not jointly, that such Rollover Securityholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Company Shares and/or other Equity Interests of the Company with respect to which beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) is acquired by such Rollover Securityholder, including, without limitation, by means of purchase, as a result of stock dividend or distribution, stock split, recapitalization, combination or reclassification, or issued or received upon the vesting or exercise of any Company Share Awards or warrants or the conversion/exchange of any convertible/exchangeable securities of the Company or otherwise, after the date hereof. Any such Company Shares and/or other Equity Interest of the Company shall automatically become subject to the terms of this Agreement (other than Article II (Rollover Securities) unless each of the Rollover Securityholders agrees that any or all of such new Company Shares and/or other Equity Interests of the Company shall be designated as the Rollover Securities), and Schedule A or Schedule B (as the case may be) attached hereto shall be deemed amended accordingly; and

(e)          agrees further that, upon request of Parent, such Rollover Securityholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

Article IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to each Rollover Securityholder that as of the date hereof and as of the Closing:

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(a)          Parent is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. Parent has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and the execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other actions or proceedings on the part of Parent are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby., Assuming due authorization, execution and delivery by the Rollover Securityholders, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(b)          (i) except for the applicable requirements of the Exchange Act, Laws of the Cayman Islands and applicable Laws of the People’s Republic of China, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent, or any of its property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its properties or assets;

(c)          at the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all claims and Liens, other than restrictions arising under applicable securities Laws and agreement entered into by the shareholders of Parent at or around the Rollover Closing; and

(d)          Except as contemplated by the Merger Agreement or any other agreement entered into between relevant parties on or prior to the date hereof, or as disclosed in the Company SEC Filings or other forms, reports or other documents filed with SEC by any Rollover Securityholder on or prior to the date hereof, or otherwise agreed to in writing by the parties hereto, at and immediately after the Rollover Closing, there shall be (i) no options, warrants, or other rights to acquire share capital of Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Parent, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.

Article V

TERMINATION

This Agreement, and the obligations of the Rollover Securityholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Parent shall promptly take all such actions as are necessary to restore each such Rollover Securityholder to the position it was in with respect to ownership of the Rollover Securities prior to the Rollover Closing.

9 

Article VI

MISCELLANEOUS

Section 6.1           Notices. All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, or (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.1):

(i)          If to a Rollover Securityholder, to the address set forth next to such Rollover Securityholder’s name on Schedule A or Schedule B (as the case may be) attached hereto.

(ii)         If to Parent:

Mountain Tiger International Limited
18/F Tower 1, U-town Office Building ,No.1 San Feng Bei Li, Chaoyang District, Beijing, China
Attention:	Dong YU
Facsimile:	+86 10 5631 0828
E- mail:	yudong@bonafilm.cn
With a copy (which shall not constitute notice) to:
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road, Central
Hong Kong
Attention:	David Zhang
	Jesse Sheley
Facsimile:	+852-3761-3301
E-mail:	david.zhang@kirkland.com
	jesse.sheley@kirkland.com

10 

Section 6.2           Capacity. None of the Rollover Securityholders executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Notwithstanding anything to the contrary in this Agreement, (i) each Rollover Securityholder is entering into this Agreement, and agreeing to become bound hereby, solely in its/his capacity as a beneficial owner of, or as a trust whose beneficiaries are the beneficial owners of, the Securities owned by it and not in any other capacity (including without limitation any capacity as a director or officer of the Company) and (ii) nothing in this Agreement shall obligate such Rollover Securityholder or its/his Representatives to take, or forbear from taking, as a director or officer of the Company, any action which is inconsistent with its/his or his fiduciary duties under the applicable Laws.

Section 6.3           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 without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.4           Entire Agreement. This Agreement and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 6.5           Specific Performance. Each Rollover Securityholder acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Securityholder in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to Parent, Parent will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Rollover Securityholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent.

Section 6.6           Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each Rollover Securityholder and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

11 

Section 6.7           Governing Law; Dispute Resolution; Jurisdiction. This Agreement shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6.7. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. There shall be three arbitrators. One arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s). If either the claimant(s) or respondent(s) shall abstain from nominating their 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, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any Person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree 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 otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6.7 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

Section 6.8           Waiver of Jury Trial.Each party hereto hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable Laws any right it may have to trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.

Section 6.9           No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement.

Section 6.10         Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of any applicable Rollover Securityholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

12 

Section 6.11         No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.12         Sequoia China. The parties hereto acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, (i) any Sequoia Entity outside of the Sequoia China Sector Group or (ii) any Sequoia Entity primarily engaged in investment and trading in the secondary securities market. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the PRC.

Section 6.13         Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties; provided, however, that if any of the Rollover Securityholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signature Pages to follow]

13 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

PARENT
Mountain Tiger International Limited
By:	/s/ Dong YU
Name:	Dong YU
Title:	Director

Signature Page to Support Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SECURITYHOLDERS
Dong Yu
/s/ Dong YU
Skillgreat Limited
By:	/s/ Dong YU
Name:	Dong YU
Title:	Director
Vantage Global Holdings Ltd
By:	/s/ Dong YU
Name:	Dong YU
Title:	Director

Signature Page to Support Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SECURITYHOLDERS
Fosun International Limited
By:	/s/ Jingyan Huang
Name:	Jingyan Huang
Title:	Authorized Signatory
Orrick Investments Limited
By:	/s/ Jingyan Huang
Name:	Jingyan Huang
Title:	Authorized Signatory

Signature Page to Support Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SECURITYHOLDERS
Sequoia Capital China I, L.P.
By:	/s/ Kok Wai Yee
Name:	Kok Wai Yee
Title:	Authorized Signatory
Sequoia Capital China Partners Fund I, L.P.
By:	/s/ Kok Wai Yee
Name:	Kok Wai Yee
Title:	Authorized Signatory
Sequoia Capital China Principals Fund I, L.P.
By:	/s/ Kok Wai Yee
Name:	Kok Wai Yee
Title:	Authorized Signatory

Signature Page to Support Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SECURITYHOLDERS
SAIF Partners IV L.P.
By: SAIF IV GP, L.P., its General Partner
By: SAIF IV GP Capital Ltd., its General Partner
By:	/s/ Andrew Y. Yan
Name:	Andrew Y. Yan
Title:	Authorized Signatory

Signature Page to Support Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

ROLLOVER SECURITYHOLDERS
uranus connection limited
By:	/s/ Yao Sun
Name:	Yao Sun
Title:	Chief Executive Officer

Signature Page to Support Agreement

SCHEDULE A

		Securities Owned (as of the date hereof)								Rollover Securities
Name	Notice Address	Company Shares*		ADSs		Company Options		Company Restricted Shares		Company Shares*		ADSs		Company Options		Company Restricted Shares		Parent Shares		Parent Options
Dong YU Skillgreat Limited Vantage Global Holdings Ltd	18/F Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District, Beijing, China Attention: Dong YU Facsimile: +86 10 5631 0828 Email: yudong@bonafilm.cn		13,048,076.50		-		962,765		3,145,117		13,048,076.50		-		962,765		3,145,117		16,193,193.50		962,765
Fosun International Limited Orrick Investments Limited	Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong Attention: Ms. Jingyan Huang Facsimile: +86-21-63335035 Email: huangjy@fosun.com		-		4,000,000		-		-		-		4,000,000		-		-		2,000,000		-
Sequoia Capital China I, L.P.	Suite 3613,36/F, Two Pacific Place,		1,296,678		-		-		-		1,296,678		-		-		-		1,296,678		-
Sequoia Capital China Partners Fund I, L.P.	88 Queensway Road, Hong Kong Attention: Kok Wai Yee Tel: +852 2501 8989		148,993		-		-		-		148,993		-		-		-		148,993		-
Sequoia Capital China Principals Fund I, L.P.	Facsimile: +852 2501 5249 Email: wkok@sequoiacap.com		200,691		-		-		-		200,691		-		-		-		200,691		-
SAIF Partners IV L.P.	Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong Attention: Nikki Yang/Anita Chan Facsimile: 852 2234 9116 Email: nyang@sbaif.com		-		4,705,210		-		-		-		4,705,210		-		-		2,352,605		-

* The numbers of Company Shares exclude those represented by ADSs.

SCHEDULE B

		Securities Owned (upon completion of the Uranus Transfer)								Rollover Securities
Name	Notice Address	Company Shares*		ADSs		Company Options		Company Restricted Shares		Company Shares*		ADSs		Company Options		Company Restricted Shares		Parent Shares		Parent Options
Dong YU Skillgreat Limited Vantage Global Holdings Ltd.	18/F Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District, Beijing, China Attention: Dong YU Facsimile: +86 10 5631 0828 Email: yudong@bonafilm.cn		11,015,387.50		-		962,765		3,145,117		11,015,387.50		-		962,765		3,145,117		14,160,504.50		962,765
Fosun International Limited Orrick Investments Limited	Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong Attention: Ms. Jingyan Huang Facsimile: +86-21-63335035 Email: huangjy@fosun.com		-		4,000,000		-		-		-		4,000,000		-		-		2,000,000		-
Sequoia Capital China I, L.P.	Suite 3613,36/F, Two Pacific Place, 88 Queensway Road, Hong Kong		1,296,678		-		-		-		1,296,678		-		-		-		1,296,678		-
Sequoia Capital China Partners Fund I, L.P.	Attention: Kok Wai Yee Tel: +852 2501 8989 Facsimile: +852 2501 5249 Email: wkok@sequoiacap.com		148,993		-		-		-		148,993		-		-		-		148,993		-
Sequoia Capital China Principals Fund I, L.P.	Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong		200,691		-		-		-		200,691		-		-		-		200,691		-
SAIF Partners IV L.P.	Attention: Nikki Yang/Anita Chan Facsimile: 852 2234 9116 Email: nyang@sbaif.com		-		4,705,210		-		-		-		4,705,210		-		-		2,352,605		-
Uranus Connection Limited	17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com		2,032,689		-		-		-		2,032,689		-		-		-		2,032,689		-

* The numbers of Company Shares exclude those represented by ADSs.

EX-99.8

Exhibit 99.8

Execution Version

Dated the 25th day of November 2015

(1) SKILLGREAT LIMITED

(the “Issuer”)

(2) VANTAGE GLOBAL HOLDINGS LTD

(“Vantage”)

(3) URANUS CONNECTION LIMITED

(the “Investor”)

AND

(4) YU DONG (于冬)
(the “Founder”)

LOAN AGREEMENT

CONTENTS

Clause		Page
1.	INTERPRETATION	1
2.	INVESTMENT	6
3.	CONDITIONS PRECEDENT	6
4.	WARRANTIES, INDEMNITIES AND UNDERTAKINGS	8
5.	CLOSING	8
6.	UNDERTAKINGS AND COVENANTS	9
7.	GUARANTEE AND INDEMNITY	11
8.	CONFIDENTIALITY AND NON-DISCLOSURE	14
9.	ASSIGNMENT	15
10.	GENERAL	15
11.	NOTICES	15
12.	TAXES AND COSTS	16
13.	WHOLE AGREEMENT	16
14.	FURTHER ASSURANCE	16
15.	GOVERNING LAW AND DISPUTE RESOLUTION	17
16.	SPECIFIC PERFORMANCE	17
EXECUTION PAGE		19
SCHEDULE 1  WARRANTIES		21
SCHEDULE 2  FORM OF NOTE CERTIFICATE AND CONDITIONS		22
SCHEDULE 3  FORM OF SHARE CHARGE		23

THIS AGREEMENT is made on the 25th day of November 2015

AMONG:

(1) SKILLGREAT LIMITED, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Issuer”), which is wholly owned by Vantage (as defined below);

(2) VANTAGE GLOBAL HOLDINGS LTD, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at Portcullis TrustNet (BVI) Limited of Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands (“Vantage”), which is wholly owned by Yu Dong;

(3) URANUS CONNECTION LIMITED, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands(the “Investor”); and

(4) YU DONG (于冬), whose address is at Room 1, Floor 10, Building 14, Dongdaqiao Road, Chaoyang District, Beijing, P.R.C. (the “Founder”).

(The above parties are hereinafter known collectively as the “Parties” and individually as a “Party”.)

RECITALS:

(A) The Issuer and the Founder are parties to the Consortium Agreement, pursuant to which the Issuer and the Founder agreed to participate in and implement the Acquisition Transaction, on the terms and subject to the conditions set forth in the Consortium Agreement.

(B) The Investor wishes to subscribe for the Note (defined below) and the Issuer is willing to issue the Note to the Investor in accordance with and subject to the terms herein.

(C) The Issuer shall use the proceeds from the issuance of the Note for the sole purpose of financing the Acquisition Transaction.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement (including the recitals):

“ADSs”	means American depositary shares;
“Acquisition Closing”	has the meaning given to the term “Closing” in the Consortium Agreement;
“Acquisition Transaction”	has the meaning given to the term “Transaction” in the Consortium Agreement;
“Affiliate”	means, in respect of a person, any person that directly or indirectly Controls, is Controlled by, or is under common Control with such person;

 1

“Bona Film”	means Bona Film Group Limited, a company incorporated in the Cayman Islands with limited liability, the ADSs of which are listed on the NASDAQ Stock Market LLC (ticker: BONA);
“Bona Shares”	means ordinary shares of Bona Film, par value of US$0.0005 each;
“Business Day”	means a day (other than a Saturday or Sunday or public holiday) on which banks are generally open for normal business in Hong Kong and the PRC;
“Closing”	means completion of the Subscription in accordance with Clause 5;
“Closing Date”	has the meaning given to it in Clause 5.2;
“Competitor”	means any person whose principal business is engaged in film distribution, film investment and production, talent agency or movie theatre business;
“Confidential Terms”	has the meaning given to it in Clause 8.1;
“Consortium Agreement”	means the Consortium Agreement, dated as of June 12, 2015, by and among the Issuer, the Founder, and certain other parties thereto (as the same may be amended or supplemented from time to time, subject to the terms hereof);
“Control”	of a person means (i) ownership of more than 50% of the shares in issue or other existing interest or registered capital of such person or (ii) the power to direct the management or policies of such person, whether through the ownership of more than 50% of the voting power of such person, through the power to appoint a majority of the members of the board of directors or similar governing body of such person through contractual arrangements or otherwise;
“Covenantors”	means, collectively, the Founder, Vantage and the Issuer, and “Covenantor” means any of them;
“Deed of Adherence”	means the deed of adherence to be entered into by a permitted transferee of the Investor who is not already a party to this Agreement in substantially the form set out in Exhibit 1 of this Agreement;

 2

“Encumbrance”	means any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third-party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;
“Governmental Authority”	means any nation or government or any 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 governmental authority, agency, department, board, commission or instrumentality of the PRC or any other country, including any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal and any self-regulatory organization; and the governing body of any securities exchange, in each case having competent jurisdiction;
“Holdco”	has the meaning given to it in the Consortium Agreement;
“Holdco Shares”	means the ordinary shares of Holdco;
“Hong Kong”	means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Investment Agreement”	means the investment agreement dated October 19, 2015 entered into between the Issuer, the Founder and the Investor pursuant to which the Issuer issued (i) the Loan Note (as defined in the Investment Agreement); and (ii) the Exchangeable Note (as defined in the Investment Agreement) to the Investor;
“Joint Control Account”	means an account of the Issuer maintained with East West Bank and jointly controlled by the Issuer and the Investor, such that no payment shall be made from such account without the consent of both of the Issuer and the Investor through their respective designated signatories;
“Note”	means the 9.25 per cent. coupon secured and guaranteed loan note in a principal amount equal to the Principal Amount to be issued by the Issuer pursuant to this Agreement, subject to and in accordance with the Note Conditions;

 3

“Long-stop Date”	means the first anniversary of the Closing Date or such later date as the Investor and the Issuer may agree in writing from time to time;
“Merger Agreement”	has the meaning given to it in the Consortium Agreement;
“Note Certificate”	means a certificate, substantially in the form set out in Schedule 2, issued in the name of the holder of the Note and includes any replacement Note Certificate issued pursuant to the Note Conditions;
“Note Conditions”	means the conditions of the Note and the annexes attached thereto, in substantially the form set out in Schedule 2;
“Note Security Documents”	means, collectively, the Share Charge and each other document required to be executed by the  Covenantor  under or in connection with the Share Charge; and a “Note Security Document” means any of them;
“Obligor”	means each party to a Transaction Document (other than the Investor);
“Parties”	means the named parties to this Agreement and their respective successors, permitted assigns and legal personal representatives and “Party” means any of them;
“Pledged Share”	means the Bona Shares pledged to the Investor to secure the Issuer’s obligations under the Note, which shall initially consist of 3,564,257 Bona Shares;
“PRC”	means the People’s Republic of China, excluding for the purpose hereof, Hong Kong, the Macau Special Administrative Region and Taiwan;
“Principal Amount”	means US$97,660,641.80, representing an amount equal to the product of (i) 3,564,257 and (ii) US$27.4;
“Securities”	has the meaning given to it in Recital (A);
“Share Charge”	means the share charge to be executed and delivered by the Issuer in respect of the Pledged Shares in favor of the Investor, substantially in the form set out in Schedule 3;
“Subscription”	means the subscription of the Note under this Agreement;

 4

“Surviving Company”	has the meaning given to it in the Consortium Agreement;
“Surviving Provisions”	means Clause 1 (Interpretation), Clause 8 (Confidentiality and Non-Disclosure), Clause 11 (Notices), Clause 12 (Costs) and Clause 15 (Governing law and dispute resolution);
“Transaction Documents”	means collectively, (i) this Agreement; (ii) the Note Certificate and the Note Conditions; (iii) the Note Security Documents; and (iv) any other document designated as such by the Investor and the Issuer from time to time;
“Transfer”	means, directly or indirectly, sell, assign, transfer, pledge, mortgage, encumber or otherwise dispose of, through one or a series of transactions;
“Warranties”	means the representations and warranties on the part of the Covenantors as set out in Clause 4 and Schedule 1; and
“US$”	means the United States dollar, the lawful currency of the United States of America.

1.2 In this Agreement:

(A) references to a person include any individual, firm, company, government, state or agency of a state or any association, trust, joint venture, consortium, partnership (whether or not having separate legal personality), a body corporate and an unincorporated association of persons;

(B) references to an individual include his estate and personal representatives;

(C) references to a Party include references to its successors, permitted assigns and legal personal representatives (immediate or otherwise);

(D) unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing a gender shall include every gender;

(E) references herein to Clauses, Recitals, Schedules and Exhibits are to clauses and recitals of, and schedules and exhibits to, this Agreement; and all Recitals and Schedules form an integral part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement includes the Recitals and the Schedules;

(F) references to a “Transaction Document” or other agreement or instrument are references to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated; and

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(G) references to the “the knowledge” of a person are deemed to include knowledge, information, belief or awareness which that person would have if that person had made all due and proper enquiries.

1.3 In this Agreement, any reference, express or implied, to an enactment includes references to:

(A) that enactment as re-enacted, amended, extended or applied by or under any other enactment (before or after the signature of this Agreement);

(B) any enactment which that enactment re-enacts (with or without modification);

(C) any subordinate legislation made (before or after signature of this Agreement) under any enactment, as re-enacted, amended, extended or applied as described in Clause 1.3(A) above, or under any enactment referred to in Clause 1.3(B) above; and

(D) provided that no such enactment or subordinate legislation made after the date of this Agreement shall increase the liability of any party under this Agreement, and “enactment” includes any legislation in any jurisdiction.

1.4 The expressions “holding company” and “subsidiary” have the meaning given in the Companies Ordinance (Chapter 622) of the Laws of Hong Kong.

1.5 The index and headings in this Agreement do not affect its interpretation.

1.6 Unless the context otherwise requires, references to time of the day are to that time in Hong Kong.

1.7 All representations, warranties, covenants, agreements and obligations given or entered into by the Covenantors under this Agreement are given or entered into jointly and severally as between them.

1.8 Any certification or determination by the Investor of a rate or amount under any Transaction Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

2. INVESTMENT

2.1 Subject to the fulfillment (or waiver) of all the conditions precedent set out in Clause 3.1 and 3.2, at Closing, the Investor shall subscribe and pay for, and the Issuer shall issue to the Investor, the Note in an aggregate principal amount equal to the Principal Amount at the issue price of 100% of the Principal Amount.

3. CONDITIONS PRECEDENT

3.1 The obligations of the Investor to proceed with Closing under Clause 5 are conditional on (unless waived by the Investor in accordance with Clause 3.4):

(A) each of the Warranties shall be true, accurate, correct and not misleading, in each case, as of the date of this Agreement and the Closing Date, as though made on, or at, and as of such date or time, except, to the extent such Warranty is expressly made as of a specific date, in which case, such representation or warranty shall be true and correct as of such specific date only;

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(B) all necessary governmental, regulatory and corporate authorizations as well as third-party approvals and consents required to be obtained by the Covenantors having been obtained for the entering into of this Agreement and the performance of the obligations undertaken by them respectively hereunder and the transactions contemplated hereunder;

(C) each of the Covenantors having performed in all material respects all of its obligations under the Transaction Documents to which it is a party required to be performed by it on or prior to Closing Date; and

(D) no notice, order, judgment, action or proceeding of any court, arbiter, Governmental Authority, statutory or regulatory body having been served, issued or made which restrains, prohibits or makes unlawful any transaction contemplated by any of the Transaction Documents or which is likely to affect the right of the Investor to own the legal and beneficial title to the Note, free from Encumbrances, following the Closing.

3.2 The obligations of the Issuer to proceed with Closing under Clause 5 are conditional on (unless waived by the Investor in accordance with Clause 3.5):

(A) each of the warranties made by the Investor in Clause 4.3 shall be true, accurate, correct and not misleading ;

(B) all necessary governmental, regulatory and corporate authorizations as well as third-party approvals and consents required to be obtained by the Investor having been obtained for the entering into of this Agreement and the performance of the obligations undertaken by them respectively hereunder and the transactions contemplated hereunder;

(C) the Investor having performed in all material respects all of its obligations under the Transaction Documents to which it is a party required to be performed by it on or prior to Closing Date; and

(D) no notice, order, judgment, action or proceeding of any court, arbiter, Governmental Authority, statutory or regulatory body having been served, issued or made which restrains, prohibits or makes unlawful any transaction contemplated by any of the Transaction Documents.

3.3 Each of the Covenantors shall use its commercially reasonable endeavors to ensure fulfillment of the conditions set out in Clause 3.1 as soon as possible after the date of this Agreement but in any event no later than the Long-stop Date. The Investor shall use its commercially reasonable endeavors to ensure fulfillment of the conditions set out in Clause 3.2 as soon as possible after the date of this Agreement but in any event no later than the Long-stop Date.

3.4 The Investor may waive (to the extent legally permissible) all or any of the conditions in Clause 3.1 in whole or in part at any time by notice in writing to the Issuer prior to the Closing Date.

3.5 The Issuer may waive (to the extent legally permissible) all or any of the conditions in Clause 3.2 in whole or in part at any time by notice in writing to the Investor prior to the Closing Date.

3.6 If Closing shall not have occurred on or before the Long-stop Date, any Party may terminate this Agreement without liability to any other Party, provided that such right of termination shall not be available to a Party if the failure of the Closing to have been consummated on or before the Long-stop Date was primarily due to the breach or failure of such Party to perform in a material respect any of its obligations under this Agreement, provided further that (a) the Surviving Provisions shall continue in force following the termination of this Agreement; and (b) the termination of this Agreement shall be without prejudice to the rights of any Party against any other Party for breach of this Agreement.

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4. WARRANTIES, INDEMNITIES AND UNDERTAKINGS

4.1 Each of the Covenantors hereby jointly and severally represents and warrants to the Investor that as at the date hereof and as of the Closing Date, the Warranties set out in Schedule 1 is true and accurate.

4.2 The Covenantors acknowledge that the Investor has entered into this Agreement in reliance upon the Warranties and have been induced by them to enter into this Agreement.

4.3 The Investor hereby represents and warrants to the Issuer that as at the date hereof and as at the Closing Date:

(A) it is a company duly incorporated and validly existing under the laws of its incorporation;

(B) it has full power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. All corporate or other action on the part of the Investor necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under the Transaction Documents has been taken or will be taken prior to the Closing.

(C) This Agreement has been, and each other Transaction Documents to which the Investor is a party, when executed and delivered will be, duly executed and delivered by the Investor and is a valid and binding obligation of the Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles; and

(D) the execution and delivery of each Transaction Document to which the Investor is a party does not and shall not conflict with or constitute a material default under or a material breach of any provision of:

(i) any agreement or instrument to which the Investor is a party; or

(ii) the constitutional and corporate documents of the Investor; or

(iii) any order, judgement, decree, ordinance or regulation or any other restriction of any kind by which the Investor is bound.

5. CLOSING

5.1 The Investor shall, subject to the fulfillment or waiver of all the conditions precedent set out in Clause 3.1, subscribe for and, the Issuer shall, subject to the fulfillment or waiver of all the conditions precedent set out in Clause 3.2, issue to the Investor or its designated Affiliate(s) (the “Investor Parties”) the Note in an aggregate principal amount equal to the Principal Amount at Closing.

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5.2 Subject to the fulfillment (or as the case may be, waiver) of the conditions precedent as set out in Clause 3.1 and Clause 3.2, Closing shall take place remotely via exchange of signature pages electronically at 10:00 a.m. Hong Kong time on a Business Day that is on or prior to the tenth calendar day following the date of this Agreement or such other time and/or place or in such other manner as the Investor and the Issuer may agree (the date on which Closing occurs, the “Closing Date”).

5.3 At Closing, subject to compliance by the Investor with its obligations under Clause 5.4, the Issuer shall:

(A) issue to the Investor the Note ; and

(B) deliver to the Investor:

(a) the Note Certificate in respect of the Note; and

(b) a copy of the board resolutions of the Issuer approving the entering into and authorizing the execution and performance of each Transaction Document to which it is a party.

5.4 At Closing, subject to compliance by the Issuer with its obligations under Clause 5.3, the Investor shall pay to the Issuer or its designee an amount equal to the Principal Amount, by wire transfer of immediately available funds in US$ to the Joint Control Account;

5.5 Without prejudice to any other remedies available to any Party, if the provisions of Clause 5.3 or Clause 5.4 are not complied with in any respect by the relevant Party on Closing, each other Party may in its sole and absolute discretion (in addition and without prejudice to any other right or remedy available to it) by written notice to the other Party:

(A) defer Closing to such other date as it may specify in such notice, such deferred Closing Date to be no later than the date falling five (5) Business Days after the original Closing Date (and so that the provisions of this Clause 5.5 shall apply to Closing as so deferred);

(B) waive all or any of the requirements contained or referred to in Clause 5.3 or Clause 5.4 (as the case may be) at its discretion (and without prejudice to its rights under this Agreement) and proceed to effect Closing so far as practicable; or

(C) terminate this Agreement, in which case, this Agreement shall cease to be of any effect between the Parties except that the Surviving Provisions shall continue in force following the termination of this Agreement and the termination of this Agreement shall be without prejudice to the rights and obligations of the Parties accrued prior to such termination.

6. UNDERTAKINGS AND COVENANTS

6.1 Undertakings: each of the Covenantors hereby undertakes to the Investor:

(A) after the entire proceeds of the Notes (the “Proceeds”) are funded in accordance with this Agreement, such Covenantor shall cause the Proceeds solely for the purpose to fund the purchase of 3,564,257 Bona Shares (subject to adjustment to reflect the final per Bona Share merger consideration set forth in the Merger Agreement and compliance by the Investor of Section 6.8);

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(B) upon the Closing, the Issuer shall execute and deliver, and the Founder and Vantage shall procure the Issuer to execute and deliver, the Share Charge and each other document required to be executed and/or delivered by the Share Charge (in accordance with the terms thereof within 30 calendar days following the Closing); and

(C) in the event that the Proceeds are funded in accordance with this Agreement and the Acquisition Closing has not occurred on or prior to the Long Stop Date, unless otherwise agreed by the Investor, the Investor shall, and the Founder and Vantage shall procure the Issuer to, take all actions necessary to promptly repay the entire Proceeds to the Investor within three Business Days after the Long Stop Date, it being understood that, notwithstanding the terms of this Agreement or the Note, the Issuer shall not be obligated to pay any interest on the Proceeds between the Closing Date and the date of such repayment. Following the repayment of the Proceeds to the Investor, this Agreement shall terminate and have no further force or effect.

6.2 Before the Note is fully redeemed and without the Investor’s prior written consent:

(A) the Founder undertakes to remain as the sole shareholder of Vantage and not to Transfer an interest in any securities in Vantage, except as expressly contemplated under the Transaction Documents;

(B) Vantage undertakes to remain as the sole shareholder of the Issuer and not to Transfer an interest in any securities in the Issuer except as expressly contemplated under the Transaction Documents;

(C) before the Acquisition Closing, the Issuer undertakes not to Transfer an interest in any Bona Shares it holds or will hold without the Investor’s prior written consent, except (i) as expressly contemplated under the Transaction Documents, (ii) any Transfer the proceeds of which are used to repay the outstanding principal amount of the Note or any interest thereon; or (iii) any Transfer of Bona Shares or any interest in Bona Shares representing no more than 15% of the outstanding Bona Shares on a fully diluted basis as of the date hereof; and

(D) after the Acquisition Closing, the Issuer undertakes not to Transfer an interest in any Holdco Shares it holds or will hold except (i) as expressly contemplated under the Transaction Documents, (ii) any Transfer the proceeds of which are used to repay the outstanding principal amount of the Note or any interest thereon, or (iii) any Transfer of Holdco Shares or any interest in Holdco Shares representing no more than 15% of the outstanding Holdco Shares on a fully diluted basis as of immediately following the Acquisition Closing.

6.3 After the Closing, each of the Covenantors will use their respective commercially reasonable efforts to cause the Investor Parties to become a party to the Consortium Agreement by entering into an amendment to the Consortium Agreement with other parties thereto on terms reasonably acceptable to the Investor and participate as an equity sponsor in the buyer consortium in the Acquisition Transaction such that the Investor Parties shall be entitled to acquire at least 2,916,212 Bona Shares at US$27.4 per each Bona Share (subject to adjustment to reflect the final per Bona Share merger consideration set forth in the Merger Agreement) (subject to the terms and conditions of the Consortium Agreement) as soon as practicable.

6.4 In the event that the Proceeds are funded in accordance with this Agreement, as soon as practicable after the Acquisition Closing, each of the Covenantors will use their respective commercial reasonable efforts to cause an individual designed by the Investor or its designated Affiliates to be appointed to the board of directors of the Holdco and the Surviving Company (as defined in the Consortium Agreement) if and only if the Investor Parties beneficially own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) an aggregate amount of share capital of Holdco representing at least 10% of the total outstanding share capital of Holdco immediately following the Acquisition Closing.

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6.5 The Issuer shall pledge 3,564,257 Bona Shares under the Share Charge upon the Closing as contemplated herein free and clear of all Encumbrances (other than the Share Charge) to secure the Issuer’s obligations under the Note. Immediately prior to the closing of the Acquisition Transaction, the Investor shall procure the release of all of the Pledged Shares then pledged under the Share Charge, and the Investor and the Issuer shall enter into a share charge in respect of a corresponding number of Holdco Shares that is substantially similar to the Share Charge immediately after the closing of the Acquisition Transaction.

6.6 After the (a) termination of “variable interest entity” structure of Bona Film (as evidenced by the termination of each of the Exclusive Technology and Consulting Service Agreements, the Equity Pledge Agreements, Loan Agreement and the Voting Trust and Equity Purchase Option Agreement entered into between Bona New World Media Technology Co., Ltd., on the one hand, and certain affiliated consolidated entities of Bona Film, the shareholders thereof and/or the Founder, on the other hand), and (b) the redemption of all or a portion of the Note, the Investor shall procure the release of a number of Pledged Shares (expressed as a percentage of the total number of Pledged Shares pledged under the Share Charge immediately prior to such redemption) equal to the ratio between the principal amount of the Note so redeemed to the then outstanding principal amount of the Note. The Pledged Shares shall also be released in accordance with the Share Charge.

6.7 Immediately following the approval and authorization and duly execution of the Merger Agreement and the approval and authorization of the transactions contemplate thereunder by the shareholders of Bona Film, the Issuer and the Investor shall authorize and cause the release of the entire funds in the Joint Control Account as directed by the Issuer for purpose of funding the Acquisition Transaction.

6.8 In the event that (a) the final per Bona Share merger consideration set forth in the Merger Agreement exceeds US$27.4, promptly following the receipt of a written notice from the Issuer, the Investor shall cause its Affiliates to deposit, into the Joint Control Account an amount equal to the product of (i) such excess, and (ii) 3,564,257 and the Issuer shall issue a new note for the excess amount to such Affiliate(s) of the Investor; and (b) the final per Bona Share merger consideration set forth in the Merger Agreement is less than US$27.4, the Issuer and the Investor shall, promptly upon the execution of the Merger Agreement, take all actions to cause the release an amount from the Joint Control Account to a bank account designated by the Investor equal to the product of (i) the difference between US$27.4 and the final per Bona Share merger consideration set forth in the Merger Agreement, and (ii) 3,564,257.

6.9 Notwithstanding anything contained herein to the contrary, following the Acquisition Closing, Issuer undertakes not to Transfer an interest in any Holdco Shares it holds or will hold to any competitor of the ultimate parent company of the Investor or any Affiliate of such competitor, which may be specified by the Investor in writing from time to time, without the Investor’s prior written consent.

7. GUARANTEE AND INDEMNITY

7.1 The Founder irrevocably and unconditionally:

(A) guarantees to the Investor the punctual performance by the Covenantors of all their obligations under the Transaction Documents;

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(B) undertakes with the Investor that, whenever any Covenantor does not pay any amount when due under or in connection with any Transaction Document, he must immediately on demand by the Investor pay that amount as if he were the principal Covenantor; and

(C) indemnifies as an independent and primary obligation the Investor immediately on demand against any cost, loss or liability suffered by it if any obligation guaranteed by him is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount that the Investor would otherwise have been entitled to recover.

7.2 This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable and all other obligations to be performed by the Covenantors under the Transaction Documents, regardless of any intermediate payment or discharge in whole or in part.

7.3 If any discharge (whether in respect of the obligations of the Covenantors or any security for those obligations or otherwise), release or arrangement is made in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of the Founder under this Clause 6 shall continue or be reinstated as if the discharge, release or arrangement had not occurred. The Investor may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

7.4 The obligations of the Founder under this Clause 6 shall not be affected by any act, matter, omission or thing which, but for this provision, would reduce, release or prejudice any of his obligations under this Clause 6 (without limitation and whether or not known to it or the Investor). This includes:

(A) any time, consent or waiver granted to, or composition with, any person;

(B) any release of any person under the terms of any composition or arrangement;

(C) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

(D) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(E) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(F) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Transaction Document or any other document or security;

(G) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Transaction Document or any other document or security; or

(H) any insolvency or similar proceedings.

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7.5 The Founder waives any right he may have of first requiring the Investor (or any trustee or agent on its respective behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from the Investor under this Clause 6. This waiver applies irrespective of any law or any provision of a Transaction Document to the contrary.

7.6 Until all amounts which may be or become payable by the Covenantors under the Transaction Documents have been irrevocably paid in full, the Investor (or any trustee or agent on its respective behalf) may without affecting the liability of the Founder under this Clause 6:

(A) refrain from applying or enforcing any other moneys, security or rights held or received by it (or any trustee or agent on its behalf) in respect of those amounts; or

(B) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and

(C) hold in an interest-bearing suspense account any moneys received from the Founder or on account of the Founder’s liability under this Clause.

7.7 Unless:

(A) all obligations of the Covenantors under the Transaction Documents have been fully performed; or

(B) the Investor otherwise directs or consents,

the Founder shall not:

(a) take the benefit (in whole or in part whether by way of subrogation or otherwise) of any rights, security or moneys held, received or receivable by the Investor (or any trustee or agent on its behalf);

(b) be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Founder’s liability under this Clause 6;

(c) bring legal or other proceedings for an order requiring any Covenantor to make any payment or perform any obligation, in respect of which the Founder has given a guarantee, undertaking or indemnity;

(d) claim, rank, prove or vote as a creditor of the Issuer or its estate in competition with any Investor (or any trustee or agent on its behalf); or

(e) receive, claim or have the benefit of any payment, distribution or security from or on account of any Covenantor, or exercise any right of set-off as against any Covenantor.

The Founder shall hold on trust for and immediately pay or transfer for the Investor any payment or distribution or benefit of security received by it contrary to this Clause 7.7 or in accordance with any directions given by the Investor under this Clause 7.7.

7.8 This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Investor.

7.9 Indemnity

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(A) Each of the Covenantors hereby agrees to severally and jointly, indemnify and hold harmless the Investor Parties and their officers, directors, employees, agents, representatives and attorneys (the “Covenantor Indemnified Persons”, each a “Covenantor Indemnified Person”) against any and all damages, losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses incurred by each such Covenantor Indemnified Person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Covenantor Indemnified Person or whether incurred by such Covenantor Indemnified Person in any action or proceeding) (collectively, “Losses”) incurred or suffered by each Covenantor Indemnified Person, insofar as such Losses arise out of or are based upon any breach by such Covenantor of any representation and warranty made by such Covenantor contained in this Agreement or any breach or non-fulfillment of any undertaking, covenant or obligation to be performed by such Covenantor under this Agreement.

(B) The Investor hereby agrees to indemnify and hold harmless each of the Covenantors and their officers, directors, employees, agents, representatives and attorneys (the “Investor Indemnified Persons”, each a “Investor Indemnified Person”) against any and all Losses incurred or suffered by each Investor Indemnified Person, insofar as such Losses arise out of or are based upon any breach by the Investor of any representation and warranty made by the Investor contained in this Agreement or any breach or non-fulfillment of any undertaking, covenant or obligation to be performed by the Investor under this Agreement.

8. CONFIDENTIALITY AND NON-DISCLOSURE

8.1 The terms and conditions of this Agreement, including its exhibits, annexes and schedules (collectively, the “Confidential Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any Party to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than by the breach of the confidentiality obligations hereunder.

8.2 Notwithstanding the foregoing, any Party may disclose the existence of this Agreement or any of the Confidential Terms as required by law, rule, regulation (including rules of applicable stock exchange) or as ordered to do so by a court of competent jurisdiction (including, without limitation, the disclosure of the Confidential Terms in, and the filing of the Transaction Documents as exhibits to, a schedule 13D or 13E3 or amended schedule 13D or 13E3 with the Securities and Exchange Commission of the United States), any litigation, arbitration, administrative or other investigations, proceedings or disputes or to its Affiliates, employees, investment bankers, lenders, partners, accountants and attorneys and other professional advisers, in each case only where such persons or entities are under appropriate non-disclosure obligations. Without limiting the generality of the foregoing, any Party (other than the Investor) may disclose the Confidential Terms upon obtaining the written approval of the Investor and the Investor may disclose the Confidential Terms upon obtaining the written approval of the Issuer.

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9. ASSIGNMENT

9.1 The Investor may not assign or transfer the benefits, rights and obligations under this Agreement to any third party without the prior written approval of the Issuer, provided that at any time the Investor shall be entitled to assign or transfer the benefits, rights and obligations under this Agreement to any of its Affiliates without prior written approval of the Issuer in connection with a Transfer of the Note to any of its Affiliates in accordance with the terms thereof, provided further, that no assignment or transfer hereunder shall be made by the Investor to a Competitor or any Affiliate of a Competitor without prior written consent of the Issuer. In connection with any transfer by the Investor, unless the transferee is already a party to this Agreement, the Investor shall procure the transferee to execute the Deed of Adherence to agree to be bound by all of the terms of this Agreement and each other Transaction Document applicable to the Investor and all terms of the each Transaction Document applicable to a holder of any Note.

9.2 No Covenantor shall assign or transfer the benefits, rights and obligations under this Agreement without the prior written consent of the Investor.

10. GENERAL

10.1 The provisions contained in each Clause shall be enforceable independently of each of the others and their validity shall not be affected if any of the others is invalid; if any provision is void but would be valid if some part of it were deleted, the provision shall apply with such modification as may be necessary to make it valid.

10.2 This Agreement may be executed (including by facsimile signatures) in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party may enter into this Agreement by executing a counterpart.

10.3 Nothing in this Agreement shall be deemed to constitute a partnership between the Parties nor constitute any Party the agent of any other Party for any purpose.

10.4 Where any obligation, representation, warranty or undertaking in this Agreement is expressed to be made, undertaken or given by two or more of the Parties they shall be jointly and severally responsible in respect of it.

10.5 No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under the Transaction Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. Subject to other provisions in the Transaction Documents, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

11. NOTICES

11.1 Any notice or other communication to be given under this Agreement shall be in writing and may be delivered in person, or sent by prepaid mail (or airmail if sent to another country) or facsimile to the relevant party at its address appearing in this Agreement as follows:

(A)	in the case of the Covenantors at:
	Address	:	18/F Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District, Beijing 100020, China
	Fax	:	+86-10-5631-0828
	Attention	:	Zou Menglei

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(B)	in the case of the Investor at:
	Address	:	37/F, Yin Tai Centre, Office Tower, No.2 Jiangguomenwai Avenue, Chaoyang District, Beijing 100022, China
	Fax	:	+86-10-6563 4201
	Attention	:	Geng Ke

or at such other address or facsimile number as it may notify to the other parties under this Clause.

11.2 Unless there is evidence that it was received earlier, a notice or communication is deemed given if:

(A) delivered in person, when left at the address referred to in Clause 11.1;

(B) sent by prepaid registered post or courier, three (3) Business Days (or five (5) Business Days if sent by airmail) after posting it; and

(C) sent by facsimile, when confirmation of its transmission has been recorded by the sender’s fax machine.

12. TAXES AND COSTS

12.1 Each Party shall be responsible for the payment of its own taxes of any nature that is required by any applicable law, rule or regulation to be paid by it arising out of the transactions contemplates by the Transaction Documents. The Issuer will reimburse the Investor or its Affiliate(s) to the extent that any of the payments by the Issuer to the Investor under the Transactions Documents are subject to any withholding taxes, stamp duties, transfer taxes or other tax liabilities.

12.2 Each Party shall bear its own costs and expenses in relation to the preparation, negotiation and execution of this Agreement and all ancillary matters.

13. WHOLE AGREEMENT

13.1 This Agreement and the Transaction Documents contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the Parties relating to these transactions.

13.2 Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the signature of this Agreement. Each Party waives all rights and remedies which, but for this Clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Clause shall limit or exclude any liability for fraud.

14. FURTHER ASSURANCE

Each Party agrees (at its own cost) to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as one of the other Parties may reasonably require to implement and/or give effect to this Agreement and the matters contemplated by this Agreement.

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15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement (including this dispute resolution clause) is governed by and shall be construed in all respects in accordance with the laws of Hong Kong without regard to conflict of law principles that would result in the application of any law other than the laws of Hong Kong.

15.2 Any dispute, controversy or, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including or the existence, validity, interpretation, performance, breach or termination thereof, breach, termination or invalidity hereof (including the validity, scope and enforceability of this arbitration provision) including and any dispute regarding non-contractual obligations arising out of or relating to it (the “Dispute”) shall first be attempted to be resolved through discussions and consultations between the parties in good faith for a period of thirty (30) days after written notice has been sent by registered mail by any Party to the other Party (the “Consultation Period”).

15.3 If the Dispute remains unresolved upon expiration of the Consultation Period, any Party may in its sole discretion elect to submit the matter to arbitration with notice to any other Party or Parties (the “Arbitration Notice”). The arbitration shall be conducted in Hong Kong and shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. However, if such rules are in conflict with the provisions of this Clause 15, including the provisions concerning the appointment of arbitrators, the provisions of this Clause 15 shall prevail. The place of arbitration shall be in Hong Kong and there shall be one (1) arbitrator. The arbitration proceedings shall be conducted in Chinese.

15.4 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 arbitration tribunal.

16. SPECIFIC PERFORMANCE

16.1 The Parties agree and acknowledge that a Party with rights under this Agreement may be irreparably harmed by any breach of its terms and that damages alone may not necessarily be an adequate remedy. Accordingly, a Party bringing a claim under this Agreement will be entitled to seek the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of its terms, and no proof of special damages will be necessary to enforce this Agreement.

17. Amendment of Investment Agreement

17.1 Each Party agrees that Section 6.3(C) of the Investment Agreement, dated as of October 19, 2015 by and among the Parties shall be amended and restated as follows:

“before the Acquisition Closing, the Issuer undertakes not to Transfer an interest in any Bona Shares it holds or will hold without the Investor’s prior written consent, except (i) as expressly contemplated under the Transaction Documents, (ii) any Transfer the proceeds of which are used to repay the outstanding principal amount of the Note or any interest thereon; or (iii) any Transfer of Bona Shares or any interest in Bona Shares representing no more than 15% of the outstanding Bona Shares on a fully diluted basis as of the date hereof”.

 17

17.2 Each Party agrees that Section 8.5 of the Terms and Conditions of the Loan Note (as defined in the Investment Agreement) and Section 9.5 of the Terms and Conditions of the Exchangeable Note (as defined in the Investment Agreement) shall each be amended and restated as follows:

“before the Acquisition Closing, the Issuer undertakes not to Transfer an interest in any Bona Shares it holds or will hold without the Investor’s prior written consent, except (i) as expressly contemplated under the Transaction Documents, (ii) any Transfer the proceeds of which are used to repay the outstanding principal amount of this Note or any interest thereon; or (iii) any Transfer of Bona Shares or any interest in Bona Shares representing no more than 15% of the outstanding Bona Shares on a fully diluted basis as of the date hereof.”

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.

(Signatures appear on the following pages)

 18

EXECUTION PAGE

The Issuer
SIGNED by Dong Yu	)
	)
for and on behalf of	)
SKILLGREAT LIMITED	)
	)
	)
Vantage
SIGNED by Dong Yu	)
	)
for and on behalf of	)
VANTAGE GLOBAL HOLDINGS LTD	)
	)
	)
The Founder /s/ Dong Yu
SIGNED, SEALED AND DELIVERED	)
by YU DONG (于冬)	)
	)
The Investor
SIGNED by Yao SUN	)
	)
for and on behalf of	)
URANUS CONNECTION LIMITED	)

SCHEDULE 1

WARRANTIES

1. Capacity

1.1 Each Covenantor has the requisite power and authority to enter into and to perform each Transaction Document to which it is a party. All corporate or other action on the part of each Covenantor necessary for authorizing the execution and delivery of, and the performance by it/him of all its or his obligations under the Transaction Documents has been taken or will be taken prior to the Closing.

1.2 This Agreement has been, and each other Transaction Documents when executed and delivered will be, duly executed and delivered by each of the Covenantors who is a party to such Transaction Document and is a valid and binding obligation of such Covenantor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

1.3 The obligations of each Covenantor under the Transaction Documents to which it is a party rank and shall rank at least pari passu with all its/his other unsubordinated, senior, direct, unconditional, secured and guaranteed obligations, except for obligations mandatorily preferred by law applying to companies or individually generally. The Note shall at all times remain direct and first-priority secured and guaranteed obligations of the Issuer ranking pari passu as against the assets of the Issuer without any preference among themselves and senior in right and priority of payment to all other present and future secured and guaranteed indebtedness (actual or contingent) of the Issuer (except as otherwise required by law).

1.4 Compliance with the terms of each Transaction Document does not and shall not conflict with or constitute a default under or a breach of any provision of:

(a) any agreement or instrument to which any Covenantor is a party; or

(b) the constitutional and corporate documents of any Covenantor; or

(c) any order, judgement, decree, ordinance or regulation or any other restriction of any kind by which any Covenantor is bound.

2. Ownership of the Shares

2.1 Immediately prior to the Closing, the Founder is the legal and beneficial owner of 100% of the issued share capital of the Issuer free from all Encumbrance. The Bona Shares charged under the Share Charge will be free from all Encumbrance except Encumbrance created under the Transaction Documents.

3. Founder

3.1 The Founder is able to pay his debts when they fall due.

3.2 The Founder is of full age and of sound mind and has full capacity to enter into and perform his obligations under this Agreement and other Transaction Documents to which he is a party.

4. Others

 21

SCHEDULE 2

FORM OF NOTE CERTIFICATE AND CONDITIONS

 22

SCHEDULE 3

FORM OF SHARE CHARGE

 23

EXHIBIT 1

DEED OF ADHERENCE

 24

DEED OF ADHERENCE made on the [●] day of, [●]

BETWEEN:

(1) SKILLGREAT LIMITED, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Issuer”); and

(2) [Name of transferee], [a company incorporated in [●] with its registered office at [●]] (the “Transferee”).

RECITALS:

(A) On the [●] day of [●], the Issuer, the Investor and the Founder entered into an Loan Agreement (the “Loan Agreement”) to which a form of this Deed is attached as Exhibit 1.

(B) The Transferee wishes to [be allotted/have transferred to him/her/it] the Note from the Investor and in accordance with the Investment Agreement has agreed to enter into this Deed.

(C) The Issuer enters into this Deed on behalf of itself and as agent for the Founder.

NOW THIS DEED WITNESSES as follows:

1. In this Deed, except as the context may otherwise require, all words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

2. The Transferee confirms that it has been supplied with a copy of the Loan Agreement and each other Transaction Document and hereby covenants with the Issuer (for itself and as agent for the other parties to the Loan Agreement) to observe, perform and be bound by all the terms and conditions of the Loan Agreement and each other Transaction Document which are capable of applying to the Investor or a holder of any Note to the intent and effect that the Transferee shall be deemed as and with effect from the date hereof to be a party to the Loan Agreement and to be the “Investor” (as defined in the Loan Agreement) and to be a “Noteholder” (as defined in the Note Conditions).

3. The Issuer undertakes to the Transferee to observe and perform all the provisions and obligations of the Loan Agreement applicable to or binding on it under the Loan Agreement and acknowledge that the Transferee shall be entitled to the rights and benefits of the Loan Agreement as if the Transferee were named in the Loan Agreement with effect from the date of this Deed.

4. The address and facsimile number at which notices are to be served on the Transferee under the Transaction Documents and the person for whose attention notices are to be addressed are as follows:

To the attention of:	[          ]
Address:	[          ]
Fax:	[          ]

5. Words and expression defined in the Loan Agreement shall have the same meaning in this Deed.

6. This Deed of Adherence is governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Clause 15 of the Loan Agreement shall apply to this deed of adherence, mutatis mutandis.

 25

IN WITNESS WHEREOF, this Deed of Adherence has been executed as a deed on the date first above written.

THE ISSUER
SIGNED SEALED AND DELIVERED	)
as a DEED in the name of	)
SKILLGREAT LIMITED	)
by its duly authorized representative [●]	)
in the presence of:	)
THE TRANSFEREE
[NAME OF TRANSFEREE]	)
SIGNED SEALED AND DELIVERED	)
as a DEED in the name of	)
[Transferee]	)
by its duly authorized representative [●]	)
in the presence of:	)

 26

EX-99.9

Exhibit 99.9

dated November 30, 2015

Between

SKILLGREAT LIMITED

as Chargor

and

URANUS CONNECTION LIMITED

as Chargee

SHARE CHARGE

Relating to certain ordinary shares in Bona Film Group Limited

WARNING

THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY

TABLE OF CONTENTS

Clause	Heading	Page Number
1.	Interpretation	1
2.	Fixed charge	4
3.	Restrictions and further assurance	4
4.	Charged shares	6
5.	General undertakings	7
6.	Representations and warranties	8
7.	Enforcement	10
8.	RECEIVER	10
9.	Wide construction of enforcement powers	13
10.	Chargee’s rights	13
11.	Order of distributions	15
12.	Liability of Chargee and Delegates	16
13.	Power of attorney	16
14.	Protection of third parties	16
15.	Saving provisions	17
16.	Discharge of Encumbrances	18
17.	Expenses, stamp duty and interest	19
18.	Payments	19
19.	Rights, amendments, waivers and determinations	20
20.	Partial invalidity	21
21.	Notices	21
22.	changes to parties	22
23.	Counterparts	22
24.	Governing law	23
25.	DISPUTE RESOLUTION	23
schedule 1 Rights of Chargee		24
schedule 2 Shares		26
schedule 3 FORM OF iNSTRUMENT OF tRANSFER		27
schedule 4 FORM OF irrevocable DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY		28

THIS DEED is dated November 30, 2015 and made

between:

(1) SKILLGREAT LIMITED, a company incorporated under the laws of the British Virgin Islands (Company No. 1499534), whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands as chargor (“Chargor”); and

(2) URANUS CONNECTION LIMITED, a British Virgin Islands company incorporated with limited liability under the laws of the British Virgin Islands, whose registered office is at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands as chargee (the “Chargee”).

Background:

(A) The Chargor is entering into this Deed in connection with the Loan Agreement (as defined below) and the Note.

(B) The board of directors of the Chargor is satisfied that entering into this Deed is for the purposes and to the benefit of the Chargor.

(C) The Chargee and the Chargor intend this Deed to take effect as a deed of the Chargor (notwithstanding that the Chargee may have executed it under hand only).

This Deed witnesses the following:

1. Interpretation

1.1 Definitions

Terms defined in the Loan Agreement (as defined below) shall, unless otherwise defined in this Deed or unless a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:

“Authorisation” means an authorisation, consent, approval, resolution, licence, filing, notarisation, registration or exemption.

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

“Charged Assets” means the Shares and related Dividends, shares, interests, rights, accretions, monies and other properties (including without limitation, by way of share split, share combination or other similar event) that are from time to time subject, or expressed to be subject, to the Charges.

“Charged Company” means Bona Film Group Limited, a company incorporated under the laws of the Cayman Islands whose principal executive offices are located at 18/F Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District, Beijing 100020, People’s Republic of China and whose American Depositary Shares are listed on the NASDAQ Stock Market.

“Charges” means all or any of the Encumbrances created or expressed to be created by or pursuant to this Deed.

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“Deed” means this deed of share charge.

“Delegate” means a delegate or sub-delegate appointed under Clause 10.2 (Delegation).

“Dividends” means, in respect of the Chargor, all present and future:

(a) dividends and distributions of any kind including cash dividends, stock dividends, liquidating dividends, non-cash dividends and any other sum received or receivable in respect of any of the Shares owned by the Chargor;

(b) rights, shares, money or other assets accruing or offered by way of stock splits or reclassifications redemption, bonus, option or otherwise in respect of any of the Shares owned by the Chargor;

(c) allotments, offers, warrants and rights accruing or offered in respect of any of the Shares owned by the Chargor; and

(d) other rights and assets attaching to, deriving from or exercisable by virtue of the ownership of, any of the Shares owned by the Chargor.

“Encumbrance” means any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third-party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind.

“Enforcement Notice” means any written notice given by the Chargee to the Chargor after the occurrence of an Event of Default which is continuing stating that the Charges have become enforceable.

“Event of Default” means an “Event of Default” under the Note.

“Loan Agreement” means the loan agreement dated November 25, 2015 between, inter alios, the Chargor as the Issuer and the Chargee as the Investor.

“Obligations” means the payment and performance (whether at stated maturity, by acceleration or otherwise) of all obligations and liabilities now or hereafter due, owing or incurred by the Chargor to the Chargee under the Note.

“Party” means a party to this Deed.

“Receiver’ means a receiver and/or manager (and/or any other analogous person under any relevant jurisdiction, including a judicial manager, administrative receiver, administrator or provisional supervisor) appointed pursuant to this Deed in respect of the Charged Assets.

“Securities Act” means the Securities Act of 1933 as amended and in effect from time to time.

“Security Period” means the period from the date of this Deed until the date on which the Obligations have been irrevocably and unconditionally paid and discharged in full.

“Shares” means, in respect of the Chargor:

(a) all the shares described Schedule 2 (Shares) which are owned (whether legally or beneficially) by the Chargor; and

(b) all warrants, options or other rights to subscribe for, purchase or otherwise acquire those shares.

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“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

1.2 Construction

(a) Unless a contrary indication appears, any reference or references in this Deed to:

(i) the “Chargee” and “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) a “Transaction Document” or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Transaction Document or other agreement or instrument;

(iii) any form of property or asset shall include a reference to all or any part of that property or asset;

(iv) “assets” includes present and future properties, revenues and rights of every description;

(v) a Charged Asset includes the proceeds of sale of that Charged Asset;

(vi) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);

(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(viii) a provision of law is a reference to that provision as amended or re-enacted from time to time;

(ix) Clauses and Schedules are to clauses of and schedules to this Deed;

(x) the word “including” is without limitation; and

(xi) the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to.

(b) The rules of construction set out in clauses 1.2 to 1.6 and 1.8 of the Loan Agreement shall apply to this Deed mutatis mutandis, save that references therein to “this Agreement” shall be construed as references to this Deed.

(c) The Charges shall be and are “enforceable” in accordance with Clause 7 (Enforcement) only.

3

(d) An Event of Default is regarded as “continuing” if it has not been waived by the Chargee in accordance with the Transaction Documents.

(e) Any covenant of the Chargor under this Deed remains in force during the Security Period.

(f) If the Chargee reasonably considers that an amount paid to it under the Note or any Charges is capable of being avoided or otherwise set aside by virtue of bankruptcy, insolvency, liquidation or similar laws, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.

2. Fixed charge

2.1 Charge

The Chargor, as legal and beneficial owner of its Shares and as continuing security for the payment or discharge of all Obligations, charges in favour of the Chargee by way of a first fixed charge all its rights, title and interest present and future in and to the Shares and the Dividends.

2.2 Share registration

The Chargor agrees that at any time after the Charges become enforceable, the Chargee may, at the cost of the Chargor, register the Shares in the name of the Chargee or its nominee.

2.3 Retention of documents

The Chargee shall be entitled to continue to hold any document delivered to it pursuant to Clause 3.3 (Delivery of documents) until the Charges are released and if, for any reason (other than pursuant to Clause 16 (Discharge of Encumbrances)), it releases any such document to the Chargor before such time, it may by notice to the Chargor require that such document be redelivered to it and the Chargor shall immediately comply with that requirement or procure that it is complied with.

3. Restrictions and further assurance

3.1 Encumbrances

The Chargor shall not create or attempt to create or permit to subsist any Encumbrance over or affecting the Charged Assets or any part of them except as created by this Deed.

3.2 Disposal

The Chargor shall not (and shall not agree to) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, withdraw, transfer or otherwise dispose of the Charged Assets or any part of them except as permitted by this Deed.

3.3 Delivery of documents

(a) The Chargor shall deliver or procure that there shall be delivered to the Chargee such documents relating to the Charged Assets as the Chargee reasonably requires and the following documents upon the execution of this Deed which may be held by the Chargee until the Charges are released:

4

(i) a certified copy of the register of members of the Charged Company showing the Chargor as registered owner of the Shares;

(ii) duly executed instruments of transfer in blank in respect of the Shares substantially in the form set out in Schedule 3 (Form of Instrument of Transfer) but, in each case, with the dates and names of the transferees left blank; and

(iii) signed but undated deed of irrevocable appointment of proxy and power of attorney from the Chargor substantially in the form set out in Schedule 4 (Form of Irrevocable Deed of Appointment of Proxy and Power of Attorney).

(b) The Chargor shall deliver or procure that there shall be delivered to the Chargee share certificates in respect of the Shares within ten (10) Business Days after the date hereof.

(c) At any time after the Charges have become enforceable, the Chargee shall have the right to complete, date and put into effect the documents referred to in sub-paragraphs (a)(ii) and (a)(iii) above and to vote to appoint such persons as the Chargee shall think fit as a shareholder of the Charged Company.

3.4 Further assurance

The Chargor shall at its own expense promptly do whatever the Chargee reasonably requires:

(a) to perfect or protect the Charges or the priority of the Charges; or

(b) to facilitate the realisation of the Charged Assets or the exercise of any rights vested in the Chargee, any Delegate or any Receiver after the Charges become enforceable.

3.5 Registration and security filings

Without prejudice to the generality of Clause 3.4 (Further assurance):

(a) the Chargor shall:

(i) as soon as practicable after the execution of this Deed, create and maintain a register of charges (the “Register of Charges”) of the Chargor in accordance with section 162 of the BVI BC Act to the extent this has not already been done;

(ii) promptly enter particulars as required by the BVI BC Act of the Charges in the Register of Charges and as soon as practicable after entry of such particulars has been made, and in any event within ten (10) Business Days of the date of this Deed, provide the Chargee with a certified true copy of the updated Register of Charges; and

(iii) promptly effect registration, or assist the Chargee in effecting registration, of this Deed with the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar of Corporate Affairs”) pursuant to section 163 of the BVI BC Act by making the required filing, or assisting the Chargee in making the required filing, in the approved form with the Registrar of Corporate Affairs and (if applicable) provide confirmation in writing to the Chargee that such filing has been made.

5

(b) the Chargor shall, promptly after execution of this Deed and in any event within three (3) Business Days of the date of this Deed, procure that the register of members of the Charged Company be notated to reflect the creation of the Charges and provide the Chargee with a certified true copy of register of members of the Charged Company with the following annotation.

“3,564,257 ordinary shares issued as fully paid up and registered in the name of Skillgreat Limited are charged by way of first fixed charge in favour of Uranus Connection Limited pursuant to a share charge dated November 30, 2015, as amended from time to time”.

3.6 Directors resolution

After the Charges have become enforceable, the Chargor shall procure to the extent that it is within its power as a shareholder of the Charged Company that any transfer to or by the Chargee or its nominee of any of the Charged Assets is duly approved by the board of directors of the Charged Company (if required) and registered in the Charged Company’s shareholder register (if necessary), by replacing the board of directors of the Charged Company with directors nominated by the Chargee as it sees fit.

4. Charged shares

4.1 Voting and other rights until the Charges become enforceable

Until the Charges have become enforceable, the Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to the Shares as it sees fit.

4.2 Voting and other rights if the Charges become enforceable

At any time after the Charges become enforceable:

(a) the Chargee shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share as it sees fit; and

(b) the Chargor shall comply or procure the compliance with any directions of the Chargee in respect of the exercise of those rights and shall promptly following a written request by the Chargee execute and/or deliver to the Chargee such forms of proxy as it may require in connection with that exercise.

4.3 Dividends

(a) Until the Charges have become enforceable, the Chargor shall be entitled to retain all Dividends.

(b) When the Charges have become enforceable, the Chargor shall pay to the Chargee all such Dividends, whether in cash or otherwise.

(c) All Dividends that are received with respect to the Shares by the Chargor contrary to the provisions of this Clause 4.3 shall be:

(i) held in trust for the benefits of the Chargee;

(ii) segregated from other property or funds of the Chargor; and

(iii) forthwith delivered to the Chargee in the same form as so received (with any necessary endorsement).

6

(d) The Chargor shall promptly notify the Chargee of any declaration, payment, allotment, offer or issue of any Dividend.

4.4 Communications

The Chargor shall, as soon as practicable after receipt and to the extent legally permissible, deliver to the Chargee a copy of every circular, notice, report, set of accounts or other documents received by it or its nominee in connection with the Shares or in connection with or from the issuer of any of the Shares.

4.5 Payment of calls etc.

(a)           The Chargor must promptly pay or procure the payment of all calls, instalments or other payments due and payable in respect of any of the Charged Assets.

(b)           If the Chargor fails to do so, the Chargee may (but shall be under no obligation to) pay the calls, instalments or other payments in respect of any Shares on behalf of the Chargor. The Chargor shall immediately on request reimburse the Chargee for any payment made by the Chargee under this Subclause.

4.6 Power of attorney

If any Share is not held in the Chargor’s name other than pursuant to this Deed, the Chargor shall promptly execute and deliver to the Chargee an irrevocable power of attorney expressed to be given by way of security and executed as a deed by the person in whose name that Share is held. That power of attorney shall appoint the Chargee and every Delegate the attorney of the holder and shall be substantially in the form of the power of attorney in Clause 13 (Power of Attorney) of this Deed.

4.7 Exchange certificates

The Chargee shall have the right at any time to exchange certificates or other documents of title (if any) representing or evidencing Charged Assets for certificates or documents of title (if any) of smaller or larger denominations to represent any smaller or larger number of ordinary shares that may be issued to the Chargor in respect of the Charged Assets, as may be reflected on the register of members of the Charged Company from time to time.

5. General undertakings

5.1 Authorisations

(a) The Chargor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Chargee of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Deed (subject to any general principles of law limiting its obligations or the enforceability of the Charges).

7

(b) The Chargor shall promptly make or file any of the registrations specified in Clause 6.5 (Validity and admissibility in evidence) within any prescribed time limit(s), if any.

5.2 Compliance with laws

The Chargor shall comply in all respects with all laws to which it is subject, if failure so to comply would materially impair its ability to perform its obligations under this Deed.

6. Representations and warranties

The Chargor makes the representations and warranties set out in this Clause 6 (to the extent applicable) to the Chargee on the date of this Deed.

6.1 Status and capacity

(a) It is a BVI business company, duly incorporated with limited liability, validly existing and in good standing under the law of its jurisdiction of incorporation.

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

6.2 Binding obligations

The obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable, subject to any general principles of law limiting its obligations or the enforceability of the Charges.

6.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, this Deed or any Transaction Document do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents (if applicable); or

(c) any agreement or instrument binding upon it or any of its assets,

nor (except for the Charges) result in the existence of, or oblige it to create, any Encumbrance over any of the Charged Assets.

6.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed.

6.5 Validity and admissibility in evidence

Subject to any general principles of law limiting its obligations or the enforceability of the Charges, all Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Deed;

(b) to make this Deed admissible in evidence in its jurisdiction of incorporation; and

8

(c) to enable it to create the Charges and to ensure that the Charges have and will have the priority and ranking which they are expressed to have,

have been obtained or effected and are in full force and effect save for the making of the appropriate filings of this Deed in accordance with Clauses 3.5(a) and 3.5(b).

6.6 Legal and beneficial ownership

The Chargor is the sole beneficial and legal owner of its respective Charged Assets.

6.7 Shares fully paid etc.

(a) The shares described in Schedule 2 (Shares) and to the extent applicable, the other Charged Assets, are validly issued, fully paid for, non-assessable and are not subject to any option to purchase or similar rights.

(b) The Charged Assets are transferable subject to all applicable law and the memorandum and articles of association of the Charged Company.

6.8 No proceedings pending or threatened

No material litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency is pending or, to the knowledge of the Chargor, threatened by or against the Chargor with respect to this Deed or the transaction contemplated by this Deed or having a material adverse effect on the Chargor’s ability to observe any of its obligations hereunder.

6.9 No existing Encumbrance

Except for the Charges, no Encumbrance exists on or over the Charged Assets except as imposed by law.

6.10 Nature of Encumbrance

This Deed creates the security it purports to create and is not liable to be amended or otherwise set aside on its liquidation or otherwise.

6.11 Pari passu ranking

The Chargor’s payment obligations under this Deed rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally.

6.12 Immunity

(a) The entry into by it of this Deed constitutes, and the exercise by it of its rights and performance of its obligations under this Deed will constitute, private and commercial acts performed for private and commercial purposes.

(b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this Deed.

6.13 Times for making representations and warranties

The representations and warranties set out in this Deed (including in this Clause) are:

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(a) made on the date of this Deed; and

(b) deemed to be made by the Chargor by reference to the facts and circumstances then existing on each day during the Security Period.

7. Enforcement

7.1 When enforceable

The Charges shall be enforceable and, save as may be provided in this Deed, the powers conferred to in this Deed shall be exercisable following the delivery of an Enforcement Notice validly given in accordance with the terms of this Deed.

7.2 Discretion

Upon the occurrence of an Event of Default, the Chargee:

(a) may enforce all or any part of any Charges (at the times, in the manner and on the terms as it thinks fit) and take possession and register all or any part of the Charged Assets as it reasonably determines fit in the name of the Chargee or dispose of all or any part of the Charged Assets; and

(b) whether or not it has appointed a Receiver, may exercise all or any of the powers, authorities and discretions given to mortgagees and Receivers by this Deed or otherwise conferred by law.

7.3 Power of sale

The power of sale or other disposal conferred on the Chargee and on any Receiver by this Deed shall arise (and the Obligations shall be deemed due and payable for that purpose) on execution of this Deed and shall be exercisable in accordance with this Clause 7.

7.4 No requirement of notice period

Except as required by applicable law or other terms of this Deed (including, Clause 7.1 and the latter part of this Clause 7.4) or any other Transaction Documents, the Chargee is not required to give any prior notice of non-payment or Event of Default to the Chargor before enforcing the Charges.

7.5 No liability as mortgagee in possession

Nothing done by or on behalf of the Chargee or any Receiver pursuant to this Deed shall render it liable to account as a mortgagee in possession for any sums except in the case of fraud, wilful misconduct or gross negligence on the part of the Chargee.

8. RECEIVER

8.1 Appointment of Receiver

(a) Without prejudice to the provisions of Clauses 7.1 (When enforceable), 7.2 (Discretion), 7.3 (Power of sale) and 7.5 (No liability as mortgagee in possession) above, the Chargee may appoint any one or more persons to be a Receiver of all or any part of the Charged Assets if the Charges have become enforceable.

(b) Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

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8.2 Removal

The Chargee may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

8.3 Remuneration

The Chargee may fix the remuneration of any Receiver appointed by it.

8.4 Agent of Chargor

(a) A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

(b) The Chargee will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

8.5 Relationship with agent

To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after the Charges become enforceable be exercised by the Chargee in relation to any Charged Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.

8.6 Powers of the Receiver

(a) General

(i) A Receiver has all of the rights, powers and discretions set out below in this Clause 8.6 in addition to those conferred on it by any law.

(ii) If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

(b) Possession

A Receiver may take immediate possession of, get in and collect any Charged Asset and without prejudice to the foregoing, cause to be registered all or any part of the Charged Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s) thereof.

(c) Employees

(i) A Receiver may appoint and discharge managers, officers, agents, accountants, servants, employees, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit.

(ii) A Receiver may discharge any person appointed by the Chargor.

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(d) Borrow money

A Receiver may raise and borrow money either unsecured or on the Encumbrances of any Charged Asset either in priority to the Encumbrances or otherwise and generally on any terms and for whatever purpose which he thinks fit.

(e) Sale of assets

(i) A Receiver may sell, exchange, convent into money and realise any Charged Asset by public auction or private contract and generally in any matter and on any terms which he thinks fit.

(ii) The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

(f) Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Charged Asset.

(g) Legal actions

A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Charged Asset which he thinks fit.

(h) Receipts

A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Charged Asset.

(i) Delegation

A Receiver may delegate his powers in accordance with this Deed.

(j) Covenants, guarantees and indemnities

A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit, make all payments needed to effect, maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of the Chargor and (if the Chargor is so authorised) the Charged Company.

(k) Acquisitions

A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any description that he, in his absolute discretion, considers necessary or desirable for the improvement or realisation of the whole or any part of the Charged Assets or otherwise for the benefit of the whole or any part of the Charged Assets.

(l) Protection of assets

A Receiver may effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect, preserve, maintain, manage or improve any Charged Asset as he thinks fit.

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(m) Other powers

A Receiver may:

(i) do all other acts and things which he may consider desirable or necessary for realising any Charged Asset or incidental or conductive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;

(ii) exercise in relation to any Charged Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Charged Asset; and

(iii) use the name of the Chargor for any of the above purposes.

9. Wide construction of enforcement powers

The powers of the Chargee under this Deed shall be construed in the widest possible sense and the Parties intend that the Chargee shall have powers as may be conferred (or, if not expressly conferred, as is not restricted) by any applicable law.

10. Chargee’s rights

10.1 Rights of Chargee

At any time after the Charges become enforceable, the Chargee shall have the rights set out in Schedule 1 (Rights of Chargee).

10.2 Delegation

(a) The Chargee may delegate in any manner to any person any rights exercisable by the Chargee under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as the Chargee thinks fit.

(b) Any Receiver may delegate in any manner to any person any rights exercisable by the any Receiver under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as any Receiver thinks fit.

10.3 Realisation

(a) If the Chargee or any Receiver exercises the rights conferred on it by this Deed, the same shall not be treated as an absolute appropriation of or foreclosure on the Charged Assets to the exclusion of the Chargor and in extinguishment of its interests therein, unless the Chargee or any Receiver shall otherwise notify the Chargor (whether before or after the relevant appropriation or foreclosure has been effected), in which latter event the Obligations shall be reduced by an equivalent amount.

(b) In any disposal of the Charged Assets by the Chargee or any Receiver, the Chargee or any Receiver may (i) restrict the prospective bidders on or purchasers of the Charged Assets to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Charged Assets and (ii) impose such other limitations or conditions in connection with any such sale as the Chargee or any Receiver deems necessary or advisable in order to comply with any law. The Chargor agrees that, to the extent notice of such sale shall be required by applicable law, at least 10 days’ notice (or such other notice as may be required by applicable law) to the Chargor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Chargee or any Receiver shall not be obligated to make any sale of Charged Assets regardless of notice of sale having been given. The Chargee or any Receiver may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Chargor acknowledges that if the Charged Assets consist of securities not registered under the Securities Act, the best price obtainable for such securities in an arm’s length transaction may reflect a substantial discount from the book value of such securities.

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(c) The Chargee shall not be obliged to exercise any of the rights or powers vested in it by this Deed.

(d) If the Chargee elects to exercise its right to sell any Charged Assets pursuant hereto, and if in the opinion of the Chargee it is necessary or advisable to have the Charged Assets (or the portion to be sold) registered under the provisions of the Securities Act, the Chargor will, at any time and from time to time upon the written request of the Chargee, use its best efforts to take or cause the Charged Company to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Chargee to permit the public sale of such Charged Assets including to:

(i) execute and deliver, and cause the directors and officers of the Charged Company to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Chargee, necessary or advisable to register and sell such Charged Assets in compliance with the Securities Act;

(ii) use its best efforts to cause the related registration statement to become and remain effective until such time that the Charged Assets are properly disposed of; and

(iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Chargee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities & Futures Commission of Hong Kong applicable thereto or in the opinion of any underwriters selected by the Chargee to effectuate such purchase.

The Chargor further agrees:

(A) to indemnify, defend and hold harmless the Chargee, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable legal fees and expenses to the Chargee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Chargor or the Charged Company by the Chargee expressly for use therein; and

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(B) upon written request, to use its best efforts to qualify, file or register, or cause the Charged Company to (x) qualify, file or register, any of the Charged Assets under the “Blue Sky” or other securities laws of such states as may be requested by the Chargee and keep effective all such qualifications, filings or registrations and (y) to promptly make available to its security holders an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act. The Chargor will bear all costs and expenses of carrying out its obligations under this Clause.

11. Order of distributions

(a) The proceeds of any sale or other realisation upon all or any part of the Charged Assets (including any cash but less the costs and expenses properly incurred by the Chargee, any Receiver or any Delegate in connection with such sale or other realisation) under this Deed shall be applied in the following order of priority:

(i) first, to the payment of any taxes, filing fees and registration fees and any other expenses owed to any governmental entity and incurred in connection with sale or other realisation (if any) by the Chargee, any Receiver or any Delegate;

(ii) second, to the payment of, any expenses properly incurred by the Chargee, any Receiver and/or any Delegate in connection with such sale or other realisation; including any amounts owed to any Receiver or any Delegate appointed in accordance with or under this Deed; and any other amounts payable to any Receiver or any Delegate in connection with the performance of its functions, including, without limitation, compensation to its agents and counsel, in each case whether actually paid or accrued;

(iii) third, to the payment of any unreimbursed expenses of the Chargee, any Receiver and/or any Delegate which is to be reimbursed pursuant to this Deed and of all remuneration due to any Receiver or any Delegate under or in connection with this Deed; other than those paid under paragraph (ii) above;

(iv) fourth, to payment of the Obligations due and payable to the Chargee; and

(v) finally, payment to the Chargor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

(b) This Clause:

(i) is subject to the payment of any claims having priority over the Charges; and

(ii) does not prejudice the right of the Chargee to recover any shortfall from the Chargor.

12. Liability of Chargee and Delegates

(a) Neither the Chargee nor any Receiver nor any Delegate shall (either by reason of taking possession of the Charged Assets or for any other reason and whether as mortgagee in possession or otherwise) be liable to the Chargor or any other person for any costs, losses, liabilities or expenses relating to the realisation of any Charged Assets or from any act, default, omission or misconduct of the Chargee, any Receiver, any Delegate or their respective officers, employees or agents in relation to the Charged Assets except to the extent caused by its or his own gross negligence or wilful misconduct.

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(b) Nothing in this Deed shall be construed as placing on the Chargee any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Charged Assets or any rights, shares or other securities accruing, offered or arising as aforesaid, and the Chargor shall indemnify the Chargee in respect of all calls, instalments or other payments relating to any of the Charged Assets owned by it and to any rights, shares and other securities accruing, offered or arising as aforesaid in respect of any of the Charged Assets.

13. Power of attorney

13.1 Appointment

The Chargor by way of security irrevocably appoints, the Chargee and every Delegate and any Receiver severally as its attorney (with full power of substitution) on its behalf and in its name or otherwise, at such time and in such manner as the attorney thinks fit:

(a) to do anything which the Chargor is obliged to do (but has not done) under this Deed (including to execute charges over, transfers, conveyances, assignments and assurances of, and other instruments, notices, orders and directions relating to, the Charged Assets); and

(b) to exercise any of the rights and powers conferred on the Chargee or any Receiver or any Delegate in relation to the Charged Assets or under this Deed or by law.

13.2 Removal

The Chargee may by writing under its hand remove any Delegate appointed by it and may, whenever it thinks fit, appoint a new Delegate in the place of any Delegate whose appointment may for any reason have terminated.

13.3 Ratification

The Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in Clause 13.1 (Appointment).

14. Protection of third parties

14.1 No duty to enquire

No person dealing with the Chargee or any Receiver or any Delegate shall be concerned to enquire:

(a) whether the power or rights conferred by or pursuant to this Deed are exercisable;

(b) whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with;

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(c) otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such rights; or

(d) as to the application of any money borrowed or raised.

15. Saving provisions

15.1 Continuing Encumbrances

Subject to Clause 16 (Discharge of Encumbrances), the Charges are continuing Encumbrances and will extend to the ultimate balance of the Obligations, regardless of any intermediate payment or discharge in whole or in part.

15.2 Reinstatement

If any payment by the Chargor or any discharge given by the Chargee (whether in respect of the obligations of any person or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of the Chargor and the Charges shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) the Chargee shall be entitled to recover the value or amount of that security or payment from the Chargor, as if the payment, discharge, avoidance or reduction had not occurred.

15.3 Immediate recourse

The Chargor waives any right it may have of first requiring the Chargee to proceed against or enforce any other rights or Encumbrances or claim payment from any person before claiming from the Chargor under this Deed. This waiver applies irrespective of any law to the contrary.

15.4 Appropriations

Until all the Obligations have been irrevocably paid in full and the Note which might give rise to the Obligations have been terminated or redeemed, the Chargee may:

(a) refrain from applying or enforcing any other moneys, Encumbrances or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from the Chargor or on account of the Chargor’s liability under this Deed.

15.5 Deferral of Chargor’s rights

Until all the Obligations have been irrevocably paid or discharged in full, the Chargor will not exercise any rights which it may have by reason of performance by it of its obligations under this Deed:

(a) to be indemnified by any person;

(b) to claim any contribution from any other provider of any Encumbrance for or any other guarantor of any person’s obligations under or in connection with this Deed and/or

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(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Chargee or of any guarantee or Encumbrance taken pursuant to, or in connection with, this Deed.

The Chargor must hold in trust for and immediately pay or transfer to the Chargee any payment or distribution or benefit of any Encumbrance received by it contrary to this Clause or in accordance with any directions given by the Chargee under this Clause.

15.6 Additional Encumbrance

(a) The Charges are in addition to and are not in any way prejudiced by any other guarantees or Encumbrance now or subsequently held by the Chargee.

(b) No prior Encumbrance held by the Chargee (in its capacity as such or otherwise) over any Charged Asset will merge into the Charges.

16. Discharge of Encumbrances

16.1 Release

(a) After the Obligations have been irrevocably paid or discharged in full or as required or permitted by the Transaction Documents, the Chargee shall at the request and cost of the Chargor as soon as practicable release, reassign or discharge (as appropriate) the relevant Charged Assets from the Charges.

(b) For those Charged Assets which have been transferred and registered under the name of the Chargee or its nominee, the Chargee shall only be obliged to return the share certificates or other documents of title (if any) then representing the Charged Assets not yet disposed of or realised by the Chargee pursuant to its powers under this Deed (but not the original share certificates or other documents of title (if any) originally delivered to the Chargee by the Chargor) with the instruments of transfer duly executed in favour of the Chargor or such other person as the Chargor may direct.

(c) Notwithstanding sub-clause (a) and (b) above, immediately prior to the closing of the Acquisition Transaction, the Chargee shall release the Charged Assets and procure the reassignment of the Charged Asset to the Chargor, provided that the Chargor and the Chargee shall enter into a share charge in respect of a corresponding number of equity interest in Holdco that is substantially similar to this Deed immediately after the closing of the Acquisition Transaction.

16.2 Partial Release

Notwithstanding anything contained in this Deed, upon the occurrence of the following events (i) the termination of “variable interest entity” structure of Bona Film (as evidenced by the termination of each of the Exclusive Technology and Consulting Service Agreements, the Equity Pledge Agreements, Loan Agreement and the Voting Trust and Equity Purchase Option Agreement entered into between Bona New World Media Technology Co., Ltd., on the one hand, and certain affiliated consolidated entities of Bona Film, the shareholders thereof and/or the Founder, on the other hand) and (ii) the redemption of all or a portion of the Note, the Chargee shall procure the release of a number of Shares (expressed as a percentage of the total number of Shares charged hereunder immediately prior to such redemption) equal to the ratio between the principal amount of the Note so redeemed to the then outstanding principal amount of the Note, and reassign such Shares to the Chargor.

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16.3 Retention of Encumbrance

If any amount paid or credited to the Chargee under this Deed is capable of being avoided or otherwise set aside on the winding-up or bankruptcy (as applicable) of the Chargor or any other person, or otherwise, that amount shall not be considered to have been paid for the purposes of determining whether all the Obligations have been irrevocably paid.

16.4 Consolidation

Any restrictions on the consolidation of Encumbrances shall be excluded to the fullest extent permitted by law and the Chargee shall, so far as it is lawful and subject to other provisions of this Deed, be entitled to consolidate all or any of the Charges with any other Encumbrance whether in existence on the date of this Deed or in the future.

17. Expenses, stamp duty and interest

17.1 Amendment costs

If the Chargor requests an amendment, waiver or consent, the Chargor shall, within three days of demand, reimburse the Chargee (and its directors, officers, employees and agents) for the amount of all costs and expenses (including legal fees) incurred by the Chargee in responding to, evaluating, negotiating or complying with that request.

17.2 Enforcement costs

The Chargor shall, within three days of demand, pay to the Chargee (and its directors, officers, employees and agents) the amount of all costs, losses, liabilities and expenses (including legal fees and fees of any experts and agents satisfactory to it) incurred by the Chargee, any Receiver or any Delegate in relation to this Deed (including the administration, protection, realisation, enforcement or preservation of any rights under or in connection with this Deed, or any consideration by the Chargee as to whether to realise or enforce the same, and/or any amendment, waiver, consent or release).

17.3 Stamp taxes

(a)           The Chargor shall pay and, within three days of demand, indemnify the Chargee (and its directors, officers, employees and agents) against any cost, loss or liability it incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Deed.

(b)           The Chargor will pay or procure for the stamping of an executed original of this Deed under the Stamp Duty Law (Revised) and deliver the same to the Lender within 20 Business Days after the date that this Mortgage is first brought into the Cayman Islands.

18. Payments

18.1 Demands

Any demand for payment made by the Chargee shall be accompanied by a reasonably detailed statement of the relevant Obligations.

18.2 Payments

All payments by the Chargor under this Deed (including damages for its breach) shall be made in US Dollars or such other relevant currency (in the case of amounts payable under Clause 17 (Expenses, Stamp Duty and Interest)) and to such account, with such financial institution and in such other manner as the Chargee may direct.

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18.3 Continuation of accounts

At any time after:

(a) the receipt by the Chargee of notice (either actual or otherwise) of any subsequent Encumbrance affecting the Charged Assets; or

(b) any step is taken in relation to the winding-up or bankruptcy (as applicable) of the Chargor,

the Chargee may open a new account in the name of the Chargor with a bank it chooses (whether or not it permits any existing account to continue). If the Chargee does not open such a new account, it shall nevertheless be treated as if it had done so when the relevant event occurred. No moneys paid into any account, whether new or continuing, after that event shall discharge or reduce the amount recoverable pursuant to this Deed.

18.4 Subrogation

So long as any Charge remains outstanding:

(a) any rights of the Chargor, by reason of the performance of any of its obligations under this Deed, the enforcement of any of the Charges or any action taken pursuant to any rights conferred by or in connection with this Deed, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Encumbrance, guarantees or indemnities, shall be exercised and enforced only in such manner and on such terms, as the Chargee may require; and

(b) any amount received or recovered by the Chargor (i) as a result of any exercise of any such rights or (ii) in the winding-up of any person shall be held in trust for and immediately paid to the Chargee.

19. Rights, amendments, waivers and determinations

19.1 Ambiguity

Where there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to this Deed, the terms of this Deed shall prevail.

19.2 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Chargee or Delegate any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

19.3 Amendments and waivers

Any term of this Deed may be amended or the observance of any term of this Deed may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Chargee.

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19.4 Determinations

Any determination by or certificate of the Chargee or any Delegate under or in connection with this Deed shall be prima facie evidence of the matters to which it relates.

20. Partial invalidity

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

21. Notices

21.1 Communications in writing

Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

21.2 English translations

All notices and communication must be in the English language or accompanied by a certified English translation on which the Chargee is entitled to rely.

21.3 Authorised addresses and numbers

In the case of posting, the envelope containing the notice or communication must be addressed to the intended recipient at the authorised address of that Party and must be properly stamped or have the proper postage prepaid for delivery by the most expeditious service available (which will be airmail if that service is available) and, in the case of a fax, the transmission must be sent to the intended recipient at the authorised number of that Party.

For the purposes of Clause 21, subject to Clause 21.4, the authorised address and fax number of the Chargor and the Chargee are those identified with its name on the signature pages of this Deed.

21.4 Notification of changes

No change in any of the particulars set out in Clause 21.3 will be effective against a Party until three business days prior written notice has been given to that Party.

21.5 Deemed giving of notice and receipt

Receipt of a notice or communication by the Chargor must be actual receipt but, in other cases, a notice will be deemed to have been duly given and received:

(i) on personal delivery to an address (or in the case of the Chargee, any director or the secretary of an addressee) or on a business day to a place for the receipt of letters at that addressee’s authorised address;

(ii) in the case of posting, on the third business day after the day of posting; and

(iii) in the case of a fax, on issue to the sender of an O.K. result confirmation report or, if the day of issue is not a business day, on the next business day.

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21.6 Business days

For the purposes of Clauses 21.4 (Notification of changes) and 21.5 (Deemed giving of notice and receipt), a “business day” means a day which is not a Saturday or a Sunday or a public holiday in the country of posting or transmission or in the country where the authorised address or fax number of the intended recipient is located and, where a notice or communication is posted, which is not a day when there is a disruption of postal services in either country which prevents collection or delivery.

22. changes to parties

22.1 No transfer by the Chargor

The Chargor shall not (and shall not agree to) transfer or assign all or any part of its rights and/or obligations under this Deed to any person.

22.2 Transfer by the Chargee

(a) The Chargee may not transfer or assign all or any part of its rights and/or obligations under this Deed except to any person who is a transferee of the Note transferred in accordance with the Transaction Documents.

(b) The Chargor agrees to execute all documents and take all action that may be required by the Chargee in respect of any assignment or transfer, or proposed assignment or transfer, in each case made in accordance with this Clause. Any such assignee or transferee shall be and be treated as a Party for all purposes of this Deed and shall be entitled to the full benefit of this Deed to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.

22.3 Assignments and transfers

The Chargor:

(a) upon request of the Chargee or any successor Chargee will execute and authorise the Chargee to execute on its behalf any and all instruments for fully vesting in and confirming to the successor Chargee all such rights and obligations; and

(b) by way of security irrevocably authorises the Chargee to execute on its behalf any document the Chargee considers necessary in relation to the creation, or maintenance of the Charges and any transfer or assignment contemplated by this Deed, the Loan Agreement in accordance with the Loan Agreement, or the Notes Conditions with respect to the Note (in respect of the Chargee).

23. Counterparts

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

24. Governing law

This Deed (including this dispute resolution clause) is governed by and shall be construed in accordance with the laws of the Cayman Islands.

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25. DISPUTE RESOLUTION

Any dispute arising from this Deed or relating to this Deed, shall be resolved through amicable consultations. The arbitration shall be conducted in Hong Kong in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force (as amended from time to time) when the notice of arbitration is submitted in accordance with the said Rules. The place of arbitration shall be the Hong Kong International Arbitration Centre and there shall be one (1) arbitrator. The arbitration proceedings shall be conducted in Chinese.

25.1 Service of process

The Chargor irrevocably appoints Bona Entertainment Company Limited at Unit 215, 2/F Inno Centre, 72 Tat Chee Avenue, Kowloon Tong, Hong Kong, as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service shall be deemed completed on delivery to such process agent (or its successor). If for any reason such process agent (or its successor) ceases to be able to act as process agent of the Chargor, or no longer has an address in Hong Kong, the Chargor irrevocably agrees to appoint a substitute process agent reasonably acceptable to the Chargee and to deliver to the Chargee a copy of the new process agent’s acceptance of that appointment within five (5) days of the appointment provided that until the Chargee receives such notification, it shall be entitled to treat the process agent named above (or its said successor) as the process agent of the Chargor for the purposes of this Deed. The Chargor agrees that any such legal process shall be sufficiently served on it if delivered to such process agent for service at its address for the time being in Hong Kong whether or not such process agent gives notice thereof to it.

25.2 Waiver of immunity

The Chargor irrevocably and unconditionally:

(a) agrees that if the Chargee brings proceedings against it or its assets in relation to this Deed, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(b) waives any such right of immunity which it or its assets now has or may subsequently acquire; and

(c) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings.

In witness whereof this Deed has been executed as a deed on the date stated at the beginning.

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schedule 1
Rights of Chargee

Upon the occurrence of the Event of Default, the Chargee shall have the right, either in its own name or in the name of the Chargor or otherwise and in such manner and upon such terms and conditions as it thinks fit, and either alone or jointly with any other person:

(a) Take possession

to take possession of the Charged Assets, and to require payment to it of all Dividends including without limitation, to complete any instruments of transfer and to procure the transfer of the Charged Assets into the name of the Chargee or its nominee and, if necessary, take possession of and collect the share certificates and/or other documents of title (if any) relating to the Charged Assets;

(b) Deal with Charged Assets

to sell, transfer, assign, exchange or otherwise dispose of or realise the Charged Assets to any person either by public offer or auction, tender or private contract and for a consideration of any kind;

(c) Borrow money

to borrow or raise money either unsecured or on the security of the Charged Assets (either in priority to the Charges or otherwise);

(d) Rights of ownership

to exercise and do (or permit the Chargor or any nominee of it to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Assets;

(e) Claims

to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person relating to the Charged Assets;

(f) Legal actions

to bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Assets;

(g) Redemption of Encumbrances

to redeem any Encumbrance (whether or not having priority to the Charges) over the Charged Assets and to settle the accounts of any person with an interest in the Charged Assets;

(h) Spend money

in the exercise of any of the above powers, to spend such sums as it may think fit and the Chargor shall within 10 days of a written demand pay to the Chargee or the Receiver (as the case may be) all sums so spent together with interest on those sums at such rates as the Chargee may from time to time determine from the time they are paid or incurred, and those sums (together with such interest) shall be secured by the Charges; and

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(i) Other powers

to do anything else it may think fit for the realisation of the Charged Assets or incidental to the exercise of any of the rights conferred on it under or by virtue of this Deed and other applicable statutory provisions and common law.

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schedule 2
Shares

Column A	Column B	Column C	Column D	Column E	Column F
The Charged Company	Place of incorporation of the Charged Company	Name of registered shareholder(s)	Place of incorporation or residence of registered shareholder(s)	No. of shares	Certificate no.
Bona Film Group Limited	Cayman Islands	Skillgreat Limited	British Virgin Islands	3,564,257	[●]

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schedule 3
FORM OF iNSTRUMENT OF tRANSFER

FOR VALUE RECEIVED			(amount)
Skillgreat Limited			(Transferor)
hereby sell, assign and transfer unto			(Transferee)
of			(address)
		(number of shares)
in	Bona Film Group Limited	(name of Company)

Such sale, assignment and transfer shall be free of any liens, encumbrances or other restrictions thereon. We consent that our name remains on the register of members of the Company until such time as the Company enters the Transferee's name in the Register of Members of the Company.

This instrument of transfer is governed by Cayman Islands law.

Dated            this           day of

In the presence of:
(Witness)	(Transferor)

In the presence of:
(Witness)	(Transferee)

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schedule 4
FORM OF irrevocable DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY

We, Skillgreat Limited, hereby irrevocably appoint Uranus Connection Limited as our:

1. proxy to vote at meeting of the shareholders of Bona Film Group Limited (the “Company”) in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name; and

2. duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of the Company in respect of our existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name.

This proxy and this power of attorney granted hereunder are irrevocable by reason of being given for valuable consideration.

IN WITNESS whereof this instrument has been duly executed as a deed this ____day of _________, 2015.

The COMMON SEAL of	)
SKILLGREAT LIMITED	)
was affixed on this Deed	)
in the presence of:	)
	)
	)

______________________________

Signature of Witness

Name:

Address:

Occupation:

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Share Charge

The COMMON SEAL of	)	/s/ Dong Yu
SKILLGREAT LIMITED	)
was affixed on this Deed	)
in the presence of:	)
/s/ Shu Zhou	)
	)

Address: 18/F Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District, Beijing 10020, China

Fax No: +86-10-5631-0828

Attention: Zou Menglei and Yu Dong

Signature page to the Share Charge

Share Charge

Signed for and on behalf of	)	/s/ Yao Sun
URANUS CONNECTION LIMITED	)
was affixed on this Deed	)
in the presence of:	)
	)
	)

Address: 37^th Floor, Yin Tai centre, Office Tower, No. 2 Jianguomenwai Avenue, Beijing, 100022, China

Fax No: +86-10-6563-4261

Attention: Mr. Ke Geng

Signature page to the Share Charge

EX-99.10

Exhibit 99.10

Execution Version

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (the “Agreement”) is made as of December 15, 2015 by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”), the Equity Investors (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), Parent and Merger Sub, executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger;

WHEREAS, on the date hereof, each of the parties listed on the signature pages hereto as an “Equity Investor” (collectively, the “Equity Investors”) or its/his Affiliate (as the case may be) executed a letter agreement in favor of Parent (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which each of the Equity Investors or its/his Affiliate (as the case may be) has agreed, subject to the terms and conditions set forth therein, to make an equity investment (each, an “Equity Commitment,” and collectively, the “Equity Commitments”) in Parent, immediately prior to the Closing in connection with the Merger;

WHEREAS, on the date hereof, each of the parties listed on the signature pages hereto as a “Rollover Investor” (collectively, the “Rollover Investors,” and together with the Equity Investors, the “Investors”) executed a support agreement in favor of Parent (the “Support Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of the Rollover Securities (as defined in the Support Agreement) held by such Rollover Investor for no consideration in the Merger (the cash-out value of such Rollover Securities in the Merger if such Rollover Securities had not been designated as Rollover Securities and had been cashed out in accordance with the terms of the Merger Agreement, each a “Rollover Commitment”, and the aggregate Rollover Commitments and Equity Commitments, collectively the “Commitments”), (ii) subscribe for newly issued shares of Parent at par value immediately prior to the Closing in accordance with the Support Agreement, and (iii) vote in favor of authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the transactions contemplated under the foregoing three paragraphs of the recitals, collectively, the “Transaction”); for the avoidance of doubt, the number of Parent Shares issuable to Rollover Investors in exchange for the cancellation of their Rollover Securities (other than Rollover Securities that are Company Options, which shall be treated in the manner provided in the Support Agreement as in effect as of the date hereof) shall be based on the same price per Parent Share as the Equity Investors;

WHEREAS, on the date hereof, each of the Guarantors executed a limited guarantee in favor of the Company with respect to certain obligations of Parent under the Merger Agreement (each a “Limited Guarantee” and collectively, the “Limited Guarantees”); and

WHEREAS, the Investors, Parent and Merger Sub wish to agree to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters, the Support Agreement and the Limited Guarantees, and the transactions contemplated by each.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

AGREEMENT

1 AGREEMENTS AMONG THE INVESTORS.

1.1           Actions Under the Merger Agreement. Subject to Section 1.7 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean the Investors representing at least seventy-five percent (75%) of the aggregate Commitments, as determined without taking into account (i) any Failing Investor (as defined below) and (ii) Rollover Commitments related to Company Share Awards. Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be deemed a “Failing Investor”, and its/his approval or consent rights shall be restored as of the date such previously Failing Investor funds its/his Commitment.

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1.2           Equity Financing. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Equity Commitment Letters in accordance with the terms of the Merger Agreement and the Equity Commitment Letters. Each Equity Investor or its/his Affiliate shall comply with its/his obligations under its/his applicable Equity Commitment Letter. Notwithstanding anything in any Equity Commitment Letter to the contrary, prior to the Effective Time, none of the Equity Investors (or their respective Affiliates that executed the Equity Commitment Letters) shall be entitled to assign, sell-down or syndicate any part of its/his Equity Commitment to any third party without the prior written consent of the Requisite Investors. For the avoidance of doubt, each Equity Investor (or its/his Affiliate that executed the Equity Commitment Letters) may assign, sell-down or syndicate all or any part of its/his Equity Commitment to any of the Affiliates of such Equity Investor. Each Equity Investor shall, in exchange for its/his or its/his Affiliate’s Equity Commitment, receive the same class of Parent equity securities (or, if applicable, the same combination of classes in the same proportion) as each other Investor and each such Parent equity security shall be valued at the same price for each Investor.

1.3           Support Agreement. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement. Each Rollover Investor shall comply with its/his obligations under the Support Agreement.

1.4           Management Arrangements. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, negotiate and cause to be entered into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, rollover equity and equity incentives.

1.5           Shareholders Agreement. Subject to Section 1.7 hereof, Parent and each Investor agree to negotiate in good faith with respect to the terms and conditions of, and enter into substantially concurrently with the Effective Time, a shareholders agreement or other definitive agreements, which shall contain mutually agreeable terms among the Investors and Parent, including, among others, provisions to the effect that (i) a shareholder of Parent shall be permitted to freely transfer its/his equity securities of Parent to any of its/his Affiliates, and (ii) whenever a shareholder of Parent is entitled or required to subscribe for, purchase or receive (whether through transfer, distribution or otherwise) any equity securities of Parent, any of its Subsidiaries or any other Person pursuant to such shareholders agreement or other definitive agreements, such shareholder may, at its/his sole discretion, designate an Affiliate to subscribe for, purchase or receive such equity securities or transfer such equity securities to its/his Affiliate after such shareholder has subscribed for, purchased or received such securities; provided that, in each case, such Affiliate shall agree to be subject to the same terms, conditions and restrictions as applicable to the transferring or designating shareholder.

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1.6           Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the Transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than (i) any Failing Investor and (ii) any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) and/or one or more new investors approved by the Requisite Investors.

1.7           Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

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1.8         Company Termination Fee. Any Company Termination Fee paid by the Company or any of its Affiliates pursuant to the Merger Agreement or otherwise, after making adequate provisions for the payment or reimbursement of Consortium Costs pursuant to Section 1.9 hereof shall be promptly paid by Parent or Merger Sub to the Investors who or whose Affiliate act as Guarantors under the Limited Guarantees (other than any Investor that is a (i) Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.7 hereof or (ii) a Failing Investor at the time of termination of the Merger Agreement) or their designees in proportion of their (or their Affiliates’) respective Maximum Amount (as defined in the Limited Guarantees) to the aggregate Maximum Amount of such Investors (or their Affiliates) (other than any Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.7 hereof and any Failing Investor).

1.9         Expense Sharing.

1.9.1           In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kirkland & Ellis International LLP, Conyers Dill & Pearman, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor.

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1.9.2           In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments.

1.9.3           In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction.

1.9.4           Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.

1.9.5           The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

1.10       Notice of Closing; Notices. Parent will use its commercially reasonable efforts to provide each Investor with at least five (5) Business Days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its/his obligations under this Agreement. Any notices received by Parent pursuant to Section 9.2 of the Merger Agreement shall be promptly provided to each Investor at the address set forth in such Investor’s (or its Affiliate’s) Equity Commitment Letter or the Support Agreement.

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1.11       Representations and Warranties; Covenants.

1.11.1         Each party hereto represents and warrants to the other parties hereto that: (i) if such party is an entity, it is duly organized, validly existing and in good standing in the jurisdiction of its incorporation, organization or formation, (ii) if such party is an entity, it has the requisite power and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and proceedings on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable against it in accordance with the terms hereof, and (iv) such party’s execution, delivery and performance of this Agreement does not require a consent, waiver or approval by any Person and will not violate: (a) if such party is an entity, any provision of its organizational documents, (b) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such party or its/his assets, or (c) any of the terms of any material contract or agreement to which such party is a party or by which such party is bound, or any office such party holds.

1.11.2         Each Investor hereto represents, warrants and covenants to Parent, Merger Sub and the other Investors that: (i) none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will contain a material misstatement of fact or a material omission of fact necessary to make the information provided not misleading; and (ii) it has not entered into any agreement, arrangement or understanding with any other Investor, any other potential investor or group of investors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by or disclosed under this Agreement, the Merger Agreement, the Company SEC Filings or other forms, reports or other documents filed with SEC by any Investor on or prior to the date hereof.

1.11.3         Until this Agreement is terminated pursuant to Section 2.1, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquirer or group of investors or acquirers or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors; provided that this Section 1.11.3 shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 1.7 for a period of one year following such failure or release.

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1.11.4         Each of Parent and Merger Sub hereby represents, warrants and covenants to each of the Investors that it has not entered, and prior to the Closing will not enter, into any agreement or arrangement of any kind with any Person that grants a Person: (i) the right to purchase a different class of security of Parent than that being purchased by the Investors in accordance with the terms of the Equity Commitment Letters and the Support Agreement, (ii) the right to purchase the same class of security of Parent as that being purchased by the Investors in accordance with the Equity Commitment Letters and the Support Agreement, or (iii) any other right not provided for herein, except, in all cases, agreements or arrangements entered into pursuant to Section 1.5 herein, as contemplated by the Merger Agreement or the Support Agreement (which do not modify the economic arrangements set forth herein or in the Support Agreement as in effect as of the date hereof), or otherwise entered into by Parent or Merger Sub with the prior written consent of all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7).

1.11.5         Neither Parent nor Merger Sub shall enter into any agreement with an Investor or group of Investors that has the effect of discriminating against any Investor in a manner that is materially adverse to such Investor without such Investor’s consent, except to the extent expressly permitted by the terms of this Agreement. Parent shall provide to all Investors a copy of each agreement to be entered into with less than all of the Investors prior to the execution of such agreement.

1.11.6         The Investors shall cooperate in defending any claim that the Investors are or any of them or their Affiliates is liable to make payments under the Limited Guarantees.

1.11.7         The Investors shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable on its/his respective part to help Parent obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, Permits and Orders necessary or advisable to be obtained from any third party and/or Governmental Entity in order to consummate the Transaction (including the Merger).

1.12       PR Coordination. Subject to Section 6.10 of the Merger Agreement as it relates to Parent and Merger Sub, each party hereto will coordinate in good faith on any and all press releases and other public relations matters with respect to the Merger and the transactions contemplated hereby. Unless otherwise required by Law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Merger and the transactions contemplated hereby without the prior consent of the Requisite Investors.

1.13       Confidentiality. Each of the parties hereto agree that, until the second anniversary of the date hereof, none of the parties hereto shall, and each party hereto shall, if applicable, cause its directors, officers, employees, advisors and other agents and representatives (all such Persons, with respect to any Person, such Person’s “Representatives”) not to, directly or indirectly, disclose to any other Person or entity (other than such party’s Representatives) any Confidential Information received from the other parties hereto, except as compelled by a court or required by Law, legal process, rule or regulation (including securities rules and regulations). For purposes hereof, “Confidential Information” means any information, whether in written, oral or other form with respect to the Company, the parties hereto and the transactions contemplated under this Agreement, the Merger Agreement and other transaction agreements referenced herein and therein, provided that Confidential Information does not include any information which at the time of disclosure or thereafter is (i) generally available to or known by the public other than as a result of a disclosure by the receiving party of such information in breach of an obligation of confidentiality or (ii) lawfully available to the recipient of such information from a source other than the disclosing party or its/his Representatives which source is not, as far as the receiving party is aware, in breach of an obligation of confidentiality.

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1.14         Initial Parent Shareholders. Mr. Dong YU, as the initial (direct or indirect) shareholder of Parent, agrees to use commercially reasonable efforts to take all corporate actions reasonably necessary to cause Parent to give effect to and comply with the matters set forth in this Agreement.

2 MISCELLANEOUS.

2.1           Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.9, 1.10, 1.12, 1.13, and 2) upon the earlier of the Effective Time of the Merger and the termination of the Merger Agreement pursuant to Article VIII thereof; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

2.2           Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by all Investors.

2.3           Severability. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4           Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). In the event that (i) Parent determines to enforce the provisions of the Equity Commitment Letters, and (ii) Parent determines to enforce the provisions of the Support Agreement, in each case, at the direction of the Requisite Investors in accordance with this Agreement, and Investors (which shall include the Requisite Investors) are prepared to (x) cause Parent and Merger Sub to consummate the Merger in accordance with this Agreement, (y) fulfill their obligations under the Support Agreement and (z) fund their Equity Commitments immediately prior to the Closing, as evidenced in writing to the other Investors (the Investors who are so prepared for each applicable action, the “Closing Investors”), but one or more Investors fails to fund its/his Equity Commitment or provides written notice that it will not fund its/his Equity Commitment, or fails to fulfill its or his obligations under the Support Agreement or provide written notice that it or he will not fulfill its or his obligations under the Support Agreement, as applicable, (each such Investor, a “Failing Investor”), the parties hereto agree that the Closing Investors shall be entitled, in their discretion, to either (a) specific performance of the terms of this Agreement, the Equity Commitment Letters and/or the Support Agreement, as applicable, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by such Failing Investor(s) in an amount equal to the aggregate out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Closing Investor’s Limited Guarantee). If Parent, acting at the direction of the Requisite Investors, determines to enforce the remedy described in the preceding sentence against any Failing Investor, it must do so against all Failing Investors. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder (including the value of any Rollover Commitment) multiplied by (b) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Commitments.

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2.5           No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Parent, Merger Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or Affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or Affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any Person other than the parties hereto (including any Person acting in a Representative capacity) any rights or remedies against any party hereto other than as expressly set forth herein.

2.6           Governing Law. This Agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 2.6. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Arbitration Rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

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2.7           Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

2.8           Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are references herein which shall continue in full force and effect in accordance with their terms; for the avoidance of doubt, the Consortium Agreement dated June 12, 2015 by and among Dong YU, Skillgreat Limited, Fosun International Limited, Orrick Investments Limited, Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., Peak Reinsurance Company Limited (whose participation therein has been terminated pursuant to a termination notice dated December 1, 2015) and Fidelidade - Companhia de Seguros, S.A. (whose participation therein has been terminated pursuant to a termination notice dated December 1, 2015) shall be terminated with immediate effect and with no further force and effect from all respective upon the execution of this Agreement.

2.9           Assignment. This Agreement may not be assigned by any party hereto or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the party making such assignment shall not be released from its/his obligations hereunder. Any attempted assignment in violation of this Section 2.9 shall be void.

2.10         No Representations or Duty. (a) Each party hereto acknowledges and agrees that no party has made or will make any representation or warranty with respect to the terms, value or any other aspect of the Transactions unless expressly specified under this Agreement, the Merger Agreement and/or, if applicable, the Support Agreement, the Equity Commitment Letters or the Limited Guarantee. Each Investor acknowledges, represents and warrants that it is not relying on any other Investor (i) for its/his due diligence concerning, or evaluation of, the Company, the Company Subsidiaries or their respective assets or businesses, (ii) for its/his decision with respect to making any investment contemplated under this Agreement, the Merger Agreement and/or, if applicable, the Support Agreement, the Equity Commitment Letters or the Limited Guarantee, or (iii) with respect to Tax and other economic considerations involved in such investment. (b) No party hereto shall have any fiduciary or other duty to any other party except as expressly set forth in this Agreement or otherwise required by applicable Laws.

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2.11         Sequoia China. The parties hereto acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, (i) any Sequoia Entity outside of the Sequoia China Sector Group or (ii) any Sequoia Entity primarily engaged in investment and trading in the secondary securities market. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the PRC.

2.12         Uranus Transfer. Each party hereto acknowledges and agrees that, Uranus Connection Limited shall be deemed a “Rollover Investor” under this Agreement with respect to its “Rollover Securities” as set out in the Support Agreement, and its signature page under which it is indicated as a “Rollover Investor” shall be released, upon and only upon the completion of the Uranus Transfer (as defined in the Support Agreement) in accordance with Section 2.5 of the Support Agreement.

2.13         Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

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

PARENT:

Mountain Tiger International Limited

By:	/s/ Dong Yu
Name:	Dong YU
Title:	Director

MERGER SUB:

Mountain Tiger Limited

By:	/s/ Dong Yu
Name:	Dong YU
Title:	Director

Signature Page to Interim Investors Agreement

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

EQUITY INVESTOR:

dong yu

/s/ Dong Yu

Signature Page to Interim Investors Agreement

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

EQUITY INVESTOR:

Uranus Connection Limited

By:	/s/ Yao Sun
Name: Yao Sun
Title: Chief Executive Officer

Signature Page to Interim Investors Agreement

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

EQUITY INVESTOR:

SAC Finance Company Limited

By:	/s/ Zhang Qiang
Name: Zhang Qiang
Title: Director

Signature Page to Interim Investors Agreement

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

EQUITY INVESTOR:

Willow Investment Limited

By:	/s/ Huateng Ma
Name: Huateng Ma
Title: Director

Signature Page to Interim Investors Agreement

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

EQUITY INVESTOR:

All Gain Ventures Limited

百得創投有限公司

By:	/s/ Zhanshan Xie
Name: Zhanshan Xie
Title: Director

Signature Page to Interim Investors Agreement

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

ROLLOVER INVESTOR:

Dong Yu

/s/ Dong Yu

Skillgreat Limited

By:	/s/ Dong Yu
Name: Dong Yu
Title: Director

VANTAGE GLOBAL HOLDINGS LTD

By:	/s/ Dong Yu
Name: Dong Yu
Title: Director

Signature Page to Interim Investors Agreement

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

ROLLOVER INVESTOR:

SAIF Partners IV L.P.

By: SAIF IV GP, L.P., its General Partner

By: SAIF IV GP Capital Ltd., its General
Partner

By:	/s/ Andrew Y. Yan
Name: Andrew Y. Yan
Title: Authorized Signatory

Signature Page to Interim Investors Agreement

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

ROLLOVER INVESTOR:

Sequoia Capital China I, L.P.

By:	/s/ Kok Wai Yee
Name: Kok Wai Yee
Title: Authorized Signatory

Sequoia Capital China Partners Fund I,

L.P.

By:	/s/ Kok Wai Yee
Name: Kok Wai Yee
Title: Authorized Signatory

Sequoia Capital China Principals Fund I,
L.P.

By:	/s/ Kok Wai Yee
Name: Kok Wai Yee
Title: Authorized Signatory

Signature Page to Interim Investors Agreement

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

ROLLOVER INVESTOR:

Fosun International Limited

By:	/s/ Jingyan Huang
Name: Jingyan Huang
Title: Authorized Signatory

Orrick Investments Limited

By:	/s/ Jingyan Huang
Name: Jingyan Huang
Title: Authorized Signatory

Signature Page to Interim Investors Agreement

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

ROLLOVER INVESTOR:

URANUS CONNECTION LIMITED

By:	/s/ Yao Sun
Name: Yao Sun
Title: Chief Executive Officer

Signature Page to Interim Investors Agreement

EX-99.11

Exhibit 99.11

Execution Version

LIMITED GUARANTEE

This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Mr. Dong YU (including his assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1.          Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), 34.35% of Parent’s obligation (the “Guaranteed Obligation”) to pay to the Guaranteed Party the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $10,303,720.97 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter.

2.          Terms of Limited Guarantee.

(a)          This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions; provided that no action or actions may be brought against the Guarantor under this Limited Guarantee unless such action or actions are also brought simultaneously against the guarantor (each, an “Other Guarantor”) under each other Limited Guarantee dated as of the date hereof delivered in connection with the Merger Agreement, and the Guaranteed Party shall not release any of the Other Guarantors from any obligations under such other Limited Guarantees or amend or waive any provision of such other Limited Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived on terms and conditions no less favorable than those applicable to the other Limited Guarantees. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the other Limited Guarantees dated as of the date hereof delivered in connection with the Merger Agreement shall be several and not joint.

(b)          The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i)          the value, genuineness, validity, illegality or enforceability of the Merger Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter”)or any other agreement or instrument referred to herein or therein;

(ii)         any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or any of its assets;

(iii)        any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv)        the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v)         the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation (other than as and if required by Section 2(a));

(vi)        the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligation; or

(vii)       any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligation in accordance with its terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligation that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below), and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligation.

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(c)          The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligation or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

(d)          The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(e)          The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligation hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made so long as this Limited Guarantee has not terminated in accordance with its terms.

3.          Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that neither it nor any other Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) has any right of recovery against, and no personal liability shall attach to, the Guarantor, any Affiliate of the Guarantor, (as applicable) any former, current or future director, officer, employee, agent of the Guarantor or his Affiliates, any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person (except for any claim to compel Parent to enforce the Equity Commitment Letter in accordance with the terms thereof), or otherwise, except for its rights against the Guarantor under this Limited Guarantee. Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter (as provided in the Merger Agreement) shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) all of the Guaranteed Party’s equityholders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates and Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement and (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter (as provided in the Merger Agreement), and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B) and (C) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

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4.          Subrogation. The Guarantor will not exercise against Parent any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by him pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligation has been paid in full.

5.          Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligation, (c) any termination of Guarantor’s obligation under the Equity Commitment Letter pursuant to Section 4(c) thereof, and (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee in accordance with the Merger Agreement. Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantor hereunder shall expire automatically three months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantor hereunder, unless a claim for payment of the Guaranteed Obligation is made prior to the end of such three-month period. In the event that the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equityholders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person or any other Guarantor under the other Limited Guarantees dated as of the date hereof or any Related Person of any such other Guarantor with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, he shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

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6.          Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligation, shall be binding upon the Guarantor and his assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligation to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7.          Entire Agreement. This Limited Guarantee, the other Limited Guarantees, the Merger Agreement, the Equity Commitment Letters and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equityholders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies expressly provided herein.

8.          Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9.          Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10.         Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

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if to the Guarantor:
18/F, Tower 1, U-town Office Building,
No.1 San Feng Bei Li, Chaoyang District
Beijing 100020
People’s Republic of China
Facsimile:	86 10 56310828
Email:	yudong@bonafilm.cn
with a copy to:
Kirkland & Ellis
26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Attention:	David Zhang
	Jesse Sheley
Facsimile:	+852-3761-3301
Email:	david.zhang@kirkland.com
	jesse.sheley@kirkland.com

If to the Guaranteed Party, as provided in Section 9.2 of the Merger Agreement.

11.         Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12.         Jurisdiction; Waiver of Service of Process.

(a)          Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Limited Guarantee, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators. One arbitrator shall be nominated by the claimant(s), irrespective of number, and one arbitrator shall be nominated by the respondent(s), irrespective of number. If the respondent(s) shall abstain from nominating their 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 30 days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any Person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree 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 otherwise required by Law or the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located.

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(b)          Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13.         Representations and Warranties. Each of the Guarantor and the Guaranteed Party hereby represents and warrants to the other party that: (a) he/it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) in the case of the Guaranteed Party, the execution, delivery and performance of this Limited Guarantee by it has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of such party are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by him/it and constitutes a valid and legally binding obligation of him/it, enforceable against him/it in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by him/it of this Limited Guarantee do not and will not violate its organizational documents (if applicable) or violate any applicable Law or conflict with any material agreement binding on him/it; (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by him/it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee; and (f) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor or his Affiliates shall have the cash on hand and/or capital commitments required to fund the Guaranteed Obligation.

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14.         No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15.         Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

16.         Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its/his respective equityholders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17.         Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

Dong YU
By:	/s/ Dong Yu

Signature Page to Limited Guarantee

IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

BONA FILM GROUP LIMITED
By:	/s/ Daqing Dave Qi
Name:	Daqing Dave Qi
Title:	Chairman of the Independent Committee

Signature Page to Limited Guarantee

EX-99.12

Exhibit 99.12

FROM:

SKILLGREAT LIMITED

VANTAGE GLOBAL HOLDINGS LTD

YU DONG (于冬)

TO:

URANUS CONNECTION LIMITED (“You”)

Date: December 14, 2015

Dear Sirs,

Re: Exchange Right

We refer to the US$55,695,651.88 SECURED AND GUARANTEED EXCHANGEABLE NOTE DUE 2018 (the “Note”) issued by SKILLGREAT LIMITED to you on October 22, 2015.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Note.

1.1 Section 5.1.1 of the Note provides that in the event that the Investor Parties enter into an amendment to the Consortium Agreement and become a party thereto prior to the execution of the Merger Agreement (the “Pre-Closing Exchange Period”), at any time within the Pre-Closing Exchange Period, the Noteholder may elect to exchange the Note, in whole and not in part, into Bona Shares by delivery of the Investor Exchange Notice to the Issuer together with the Certificate issued in respect of the Note.

1.2 Section 5.1.2 of the Note provides that in the event that the Investor Parties do not enter into an amendment to the Consortium Agreement and become a party thereto prior to the execution of the Merger Agreement, at any time after the Closing and prior to the 30^th day after the Closing, the Noteholder may elect to exchange the Note, in whole and not in part, into equity interest in Holdco by delivery of the Investor Exchange Notice together with the Certificate issued in respect of the Note.

1.3 We hereby unconditionally and irrevocably waive the requirement that the Noteholder shall exercise its Exchange Right in accordance with Sections 5.1.1 and 5.1.2 of the Note and acknowledge and agree that the Note may only be exchanged, in whole and not in part, into Bona Shares (and not into equity interest in Holdco) by the Noteholder by delivery of the Investor Exchange Notice to the Issuer together with the Certificate issued in respect of the Note at any time on or after the earlier of (i) the execution of an interim investors agreement (as defined under the Merger Agreement) by, amongst others, the Investor or its affiliates; or (ii) the execution of the Merger Agreement by the parties thereto, but in each case of (i) and (ii), on or before the tenth Business Day following the execution thereof (the “Waiver”).

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1.4 We confirm that, except for this letter, there is no other agreement between you and us in respect of the Waiver.

1.5 Save as to the Waiver specified herein, none of the sections in the Note shall be affected in any way and their respective terms shall continue in full force and effect.

1.6 This letter is governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Clause 15 of the Investment Agreement shall apply mutatis mutandis.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF this letter has been executed as a deed the day and year first above written.

The Issuer
SIGNED by Dong Yu	)
	)
for and on behalf of	)
SKILLGREAT LIMITED	)
	)
	)
Vantage
SIGNED by Dong Yu	)
	)
for and on behalf of	)
VANTAGE GLOBAL HOLDINGS LTD	)
	)
	)
The Founder
SIGNED, SEALED AND DELIVERED	)
by  YU DONG (于冬)	)
	)

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Acknowledgement and Confirmation

The undersigned hereby acknowledge and confirm the receipt of this letter and agree to be bound to this letter without any consideration.

The Investor
SIGNED by	SUN Yao	)
		)
for and on behalf of		)
URANUS CONNECTION LIMITED		)

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