Statement of Beneficial Ownership (sc 13d)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Bona Film Group Limited

(Name of Issuer)

 

Ordinary Shares, par value $0.0005 per share

(Title of Class of Securities)

 

09777B107**

(CUSIP Number)

 

Yao Sun

17/F, CITIC Securities Tower

No. 48 Liangmaqiao Road

Chaoyang District

Beijing

People's Republic of China

Telephone: [phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

with a copy to:

 

Ke Geng

O'Melveny & Myers LLP

Yin Tai Centre, Office Tower, 37th Floor No. 2 Jianguomenwai Ave. Chao Yang District Beijing People's Republic of China

Telephone: [phone]

 

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

 

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

 

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

 

**  This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, of Bona Film Group Limited, each two representing one Ordinary Share. 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. 09777B107
1	NAME OF REPORTING PERSONS Uranus Connection Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 2 of 17

 

 

CUSIP No. 09777B107
1	NAME OF REPORTING PERSONS Gstone Investment International Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 3 of 17

 

 

CUSIP No. 09777B107
1	NAME OF REPORTING PERSONS Goldstone Investment International Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong Special Administrative Region

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 4 of 17

 

 

CUSIP No. 09777B107
1	NAME OF REPORTING PERSONS Goldstone Boxin Investment Management Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 5 of 17

 

 

CUSIP No. 09777B107
1	NAME OF REPORTING PERSONS Goldstone Investment Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 6 of 17

 

 

CUSIP No. 09777B107
1	NAME OF REPORTING PERSONS CITIC Securities Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEM 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 0
	8	SHARED VOTING POWER 2,032,689
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,032,689

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,689
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%1
14	TYPE OF REPORTING PERSON CO

 

 

1 Relying on information provided by the Issuer in its Form 6-K filed on November 25, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on September 30, 2015.

 

Page 7 of 17

 

 

Item 1.    Security and Issuer.

 

This Statement on Schedule 13D (the “Schedule 13D”) relating to the ordinary shares, par value $0.0005 per share (the “Shares”), of Bona Film Group Limited, an exempted company organized under the laws of the Cayman Islands (the “Issuer”), is filed on behalf of (i) Uranus Connection Limited (“Uranus”), by virtue of its direct beneficial ownership of the Shares of the Issuer, (ii) Gstone Investment International Ltd. (“Gstone”), by virtue of its indirect beneficial ownership of the Shares of the Issuer, (iii) Goldstone Investment International Limited (“Goldstone HK”), by virtue of its indirect beneficial ownership of the Shares of the Issuer; (iv) Goldstone Boxin Investment Management Co., Ltd. (“Goldstone Boxin”), by virtue of its indirect beneficial ownership of the Shares of the Issuer; (v) Goldstone Investment Co., Ltd. (“Goldstone”), by virtue of its indirect beneficial ownership of the Shares of the Issuer; and (vi) CITIC Securities Company Limited (“CITIC Securities”), by virtue of its indirect beneficial ownership of the Shares of the Issuer (collectively, the “Reporting Persons” and each a “Reporting Person”). The principal executive office of the Issuer is located at 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, the People’s Republic of China.

 

Item 2.    Identity and Background.

 

The Schedule 13D is being filed jointly by (i) Uranus, a company incorporated with limited liability under the laws of the British Virgin Islands, (ii) Gstone, a company incorporated with limited liability under the laws of the British Virgin Islands, (iii) Goldstone HK, a company incorporated under the laws of the Hong Kong Special Administrative Region (“Hong Kong”), (iv) Goldstone Boxin, a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), (v) Goldstone, a limited liability company incorporated under the laws of the PRC, and (vi) CITIC Securities, a joint stock company incorporated under the laws of the PRC.

 

Uranus is a direct wholly-owned subsidiary of Gstone and is principally engaged in investment holding business. The address of the registered office of Uranus is NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands. The business address of Uranus is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Gstone is a direct wholly-owned subsidiary of Goldstone HK and is principally engaged in investment holding business. The address of the registered office of Gstone is Sertus Chambers, P. O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. The business address of Gstone is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Goldstone HK is a direct wholly-owned subsidiary of Goldstone Boxin and is principally engaged in investment holding business. The address of the registered office of Goldstone HK is 1501(682), 15/F., SPA Centre, 53-55 Lockhart Road, Wanchai, Hong Kong. The business address of Goldstone HK is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Goldstone Boxin is a direct wholly-owned subsidiary of Goldstone and is principally engaged in investment management and consulting and investment holding business. The registered address of Goldstone Boxin is 201, Block A, No.1 Qianwan 1st Road, Qianhai, Shenzhen, the PRC. The business address of Goldstone Boxin is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Goldstone is a direct wholly-owned subsidiary of CITIC Securities and its principal business is private equity investment. The registered address and business address of Goldstone is 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Page 8 of 17

 

 

CITIC Securities is a China-based full-service investment bank that is listed on the Shanghai Stock Exchange. The registered address of CITIC Securities is CITIC Securities Tower, No. 8 Zhong Xin San Road, Futian District, Shenzhen, the PRC. The business address of CITIC Securities is CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference.

 

During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The Reporting Persons entered into a Joint Filing Agreement on December 23, 2015 (the “Joint Filing Agreement”), pursuant to which they have agreed to file the Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.

 

Item 3.    Source and Amount of Funds or Other Consideration.

 

On October 19, 2015, Uranus entered into an investment agreement (the “Investment Agreement”) with Skillgreat Limited (“Skillgreat”), Vantage Global Holdings Ltd (“Vantage”), and Mr. Yu Dong (the “Chairman”, together with Skillgreat and Vantage, the “Chairman Parties”), 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$68,072,463.42 and an exchangeable note (the “Exchangeable Note”, and together with the Loan Note, the “Notes”) in an aggregate principal amount of US$55,695,651.88. The aggregate proceeds from the issuance of the two Notes were used by the Chairman Parties to finance the acquisition by Skillgreat of all of the 663,201 American Depositary Shares (the “ADSs”), each two representing one Share, owned by Peak Reinsurance Company Limited and all of the 39,116 ADSs and 4,165,926 Shares owned by Fidelidade-Companhia de Seguros, S.A., at a price of $13.70 per ADS or $27.4 per Share. The information disclosed in this paragraph is qualified in its entity by reference to the Investment Agreement, a copy of which is filed as Exhibit 99.2 and is incorporated by reference in its entirety.

 

The Exchangeable Note matures on October 22, 2018 and does not bear interest. The Exchangeable Note may be exchanged under certain circumstances, at the election of Uranus, into Shares at an exchange price of US$27.4 per Share or equity interest in the holding company of the surviving company as defined in the Consortium Agreement (the “Consortium Agreement”), dated June 12, 2015, by and among the Chairman, Skillgreat, Fosun International Limited, Orrick Investments Limited, Peak Reinsurance Company Limited, Fidelidade-Companhia de Seguros, S.A., Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P., which was filed as Exhibit 99.3 to Schedule 13D Amendment No. 3 filed by the Chairman Parties with the Securities and Exchange Committee (the “SEC”) on June 17, 2015, and is incorporated herein by reference in its entirety.

 

Page 9 of 17

 

 

Pursuant to the terms of the Investment Agreement, the Chairman Parties agreed to use their respective commercially reasonable efforts to (A) cause Uranus or its designated affiliate(s) (collectively, the “Uranus 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 Uranus and participate as an equity sponsor in the buyer consortium formed for purpose of undertaking the transactions contemplated by the Consortium Agreement (subject to the terms and conditions of the Consortium Agreement) as soon as practicable, and (B) cause an individual designed by the Uranus Parties to be appointed to the board of directors of the surviving company after the closing of the transactions contemplated by the Consortium Agreement.

 

Pursuant to the terms of certain share charges (each, a “Share Charge”), each dated as of October 27, 2015, Skillgreat agreed to pledge an aggregate of 4,517,085 Shares to Uranus to secure its obligations under the Notes. In the event that an event of default (as defined under the relevant Note) has occurred, the holder of the Note may, among other things, require all or any part of the relevant Note be redeemed at the outstanding principal amount plus all accrued and unpaid interest thereon together with default interest, if any, and/or exercise its right under the relevant Share Charge, including its rights of enforcement of the collateral. The information disclosed in this paragraph is qualified in its entirety by reference to the Share Charges, the copies of which are filed as Exhibits 99.3 and 99.4, and which are incorporated herein by reference in their entirety.

 

On November 25, 2015, the Chairman Parties entered into a loan agreement (the “November 25 Loan Agreement”) with Uranus pursuant to which Skillgreat issued to Uranus, and Uranus subscribed from Skillgreat, a 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 Chairman Parties’ commitment under the applicable equity commitment letter. The information disclosed in this paragraph is qualified in its entirety by reference to the November 25 Loan Agreement, the copy of which is filed as Exhibits 99.5, and which is incorporated herein by reference in its entirety.

 

To secure Skillgreat’s obligation under the above-mentioned loan note, Skillgreat pledged a total of 3,564,257 Shares pursuant to a share charge dated as of November 30, 2015 (the “November 30 Share Charge”). The information disclosed in this paragraph is qualified in its entirety by reference to the November 30 Share Charge, the copy of which is filed as Exhibits 99.6, and which is incorporated herein by reference in its entirety.

 

On December 14, 2015, the Chairman Parties and Uranus entered into a side letter (the “Side Letter”) in connection with the Investment Agreement, pursuant to which the Chairman Parties agreed that Uranus may exercise the exchange right at any time on or after the earlier of (i) the execution of the interim investors agreement by, among others, Uranus or its affiliates; 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, so that upon Uranus’ exercise of the exchange right, the Chairman Parties would transfer 2,032,689 Shares to Uranus. The information disclosed in this paragraph is qualified in its entirety by reference to the Side Letter, the copy of which is filed as Exhibits 99.7, and which is incorporated herein by reference in its entirety.

 

On December 15, 2015, Uranus exercised its exchange right over the entire principal amount of the Exchange Note to acquire 2,032,689 Shares (the “Exchanged Shares”) from Skillgreat. On December 23, 2015, the transfer of the Exchanged Shares from Skillgreat to Uranus was completed and the Share Charge on the Exchanged Shares was released and discharged. As a result of the transactions described above, the Reporting Persons beneficially own approximately 6.3% of the Issuer’s outstanding Shares.

 

Page 10 of 17

 

 

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 Issuer (the “Merger”), with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, each Share, including 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) Shares held by Rollover Shareholders (as defined below) (the “Rollover Shares”), (ii) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Issuer (as treasury shares, if any) and any Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Issuer for settlement upon exercise or vesting of any Issuer share awards or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Issuer, and (iii) 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 Shares will be cancelled at the effective time of the Merger for the right to receive the appraised value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands. 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 Securities Exchange Act of 1934, as amended, would be terminated, and the Issuer will be privately held by the members of the Consortium (as defined below). 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 99.8, and is incorporated herein by reference in its entirety.

 

The Chairman Parties, 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 Shares (including Shares represented by ADSs) owned by shareholders of the Issuer other than the Rollover Shareholders at a purchase price of US$27.4 per Share or US$13.7 per ADS, (ii) settle the outstanding options to purchase Shares under the 2009 Stock Incentive Plan and the 2010 Stock Incentive Plan of the Issuer, 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 Chairman, Alibaba Pictures Group Limited, Oriental Power Holdings Limited, Uranus and Mr. Zhanshan Xie (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 Uranus (“Uranus Equity Commitment Letter”), Uranus will provide equity financing in an aggregate amount of US$79,904,208.80. The information disclosed in this paragraph is qualified in its entirety by reference to the Uranus Equity Commitment Letter, a copy of which are filed as Exhibit 99.9, and which is incorporated herein by reference in its entirety.

 

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders entered into a support agreement dated as of December 15, 2015 (the “Support Agreement”) with Parent providing that the Rollover Shares, in connection with and at the effective time of the Merger, will be cancelled for no consideration. 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 99.10, and which is incorporated herein by reference in its entirety.

 

Page 11 of 17

 

 

Concurrently with the execution of the Merger Agreement, Uranus entered into a limited guarantee in favor of the Issuer (the “Limited Guarantee”). Under the Limited Guarantees, Uranus guaranteed in favor of the Issuer a portion of the payment obligations of Parent and Merger Sub under the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guarantee, a copy of which is filed as Exhibit 99.11, and which is incorporated herein by reference in its entirety.

 

Concurrently with the execution and delivery of the Merger Agreement, Parent, Merger Sub, Chairman Parties, Uranus and other parties entered into an interim investors agreement (the “Interim Investors Agreement”) which governs the relationship among the parties thereto with respect to the Merger Agreement and matters relating thereto until the earlier of the termination of the Merger Agreement or consummation of the Merger. The Interim Investors Agreement provides for, among other things and, subject to certain limitations or exceptions therein, (i) the mechanism for making decisions relating to the Merger Agreement and ancillary agreements pending consummation of the Merger, (ii) the mechanism for making decisions relating to the equity financing pending consummation of the Merger, and the right of Parent and Sponsors to enforce (including by specific performance) the provisions of each Equity Commitment Letter and the Support Agreement, (iii) the entrance into, concurrent with the consummation of the Merger, a shareholder’s agreement of Parent by all parties to the Interim Investors Agreement, and (iv) certain fee and expense sharing arrangements among the parties thereto. 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 99.12, and which is incorporated herein by reference in its entirety.

 

The funds used by Uranus to subscribe for the Notes and participate in the transactions described above, including the Merger, were or will be funded through inter-company unsecured loans extended by CITIC Securities Finance MTN Co., Ltd., a company incorporated with limited liability under the laws of the British Virgin Islands which is indirectly wholly owned by CITIC Securities and is an affiliate of Uranus.

 

Item 4.    Purpose of Transaction.

 

As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Schedule 13D is being filed in connection with the acquisition of the Exchanged Shares by Uranus and Uranus’s participation in the transactions described in Item 3 above, including the Merger.

 

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.    Interest in Securities of the Issuer.

 

(a) & (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5. As of the date of this Schedule 13D, each Reporting Person may be deemed to have beneficial ownership and shared voting power to vote or direct the vote of 2,032,689 Shares.

 

Page 12 of 17

 

 

The Reporting Persons may be deemed to be members of a “group” with the other parties (collectively, the “Other Parties”) to the Investment Agreement, the Support Agreement and the Interim Investors Agreement pursuant to Section 13(d) of the Act as a result of entering into these agreements with the Other Parties. However, each Reporting Person expressly disclaims beneficial ownership of the 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 Shares 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.

 

Each Reporting Person expressly disclaims any beneficial ownership of the Shares held by each other Reporting Person except to the extent of their respective pecuniary interest therein.

 

CITIC Securities owns the entire equity interests of Goldstone and is the ultimate controller of Uranus. CITIC Securities does not exercise investment and voting control over the Shares held by Uranus and expressly disclaims its beneficial ownership in all Shares held by Uranus except to the extent of its pecuniary interest therein. Goldstone Investment Co., Ltd. and its intermediate holding vehicles which own the equity interests in Uranus have sole investment and voting control over the Shares acquired by Uranus and may be deemed to beneficially own all of the Shares held by Uranus.

 

(c) There have been no transactions of the Shares by any of the Reporting Persons in the past 60 days, other than as described herein.

 

(d) Not Applicable.

 

(e) Not Applicable.

 

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

 

The information set forth in Item 3 is hereby incorporated by reference in this Item 6.

 

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.    Material to be Filed as Exhibits.

 

Exhibit 99.1: Joint Filing Agreement, among each Reporting Person, dated December 23, 2015.

 

Exhibit 99.2: Investment Agreement by and among the Chairman Parties and Uranus dated October 19, 2015 (incorporated by reference to Exhibit 99.1 to Schedule 13D Amendment No. 5 filed by the Chairman Parties on October 27, 2015).

 

Exhibit 99.3: Share Charge by and between Skillgreat and Uranus dated October 27, 2015. (incorporated by reference to Exhibit 99.2 to Schedule 13D Amendment No. 5 filed by the Chairman Parties on October 27, 2015).

 

Page 13 of 17

 

 

Exhibit 99.4: Share Charge by and between Skillgreat and Uranus dated October 27, 2015. (incorporated by reference to Exhibit 99.3 to Schedule 13D Amendment No. 5 filed by the Chairman Parties on October 27, 2015).

 

Exhibit 99.5: Loan Agreement by and among the Chairman, Skillgreat, Vantage and Uranus dated as of November 25, 2015 (incorporated by reference to Exhibit 99.8 to Schedule 13D Amendment No. 6 filed by the Chairman Parties on December 18, 2015).

 

Exhibit 99.6: Share Charge by and between Skillgreat and Uranus, dated as of November 30, 2015 (incorporated by reference to Exhibit 99.9 to Schedule 13D Amendment No. 6 filed by the Chairman Parties on December 18, 2015).

 

Exhibit 99.7: Side Letter by and among the Chairman Parties and Uranus, dated as of December 14, 2015 (incorporated by reference to Exhibit 99.12 to Schedule 13D Amendment No. 6 filed by the Chairman Parties on December 18, 2015).

 

Exhibit 99.8: Merger Agreement, by and among the Issuer, Parent and Merger Sub (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).

 

Exhibit 99.9: Equity Commitment Letter, dated December 15, 2015, by and between Parent and Uranus.

 

Exhibit 99.10: Support Agreement by and among Parent, the Chairman, 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 (incorporated by reference to Exhibit 99.7 to Schedule 13D Amendment No. 6 filed by the Chairman Parties on December 18, 2015).

 

Exhibit 99.11: Limited Guarantee, dated December 15, 2015, by Uranus in favor of the Issuer.

 

Exhibit 99.12: Interim Investors Agreement, dated December 15, 2015, by and among Parent, Merger Sub, Chairman Parties, Uranus, SAC Finance Company Limited, Willow Investment Limited, All Gain Ventures Limited, SAIF Partners IV L.P., Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., Fosun International Limited, and Orrick Investments Limited (incorporated by reference to Exhibit 99.10 to Schedule 13D Amendment No. 6 filed by the Chairman Parties on December 18, 2015).

 

* * * * *

 

Page 14 of 17

 

 

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 23, 2015

 

	Gstone Investment International Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Director
	Goldstone Investment International Limited
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Director
	Goldstone Boxin Investment Management Co., Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	Goldstone Investment Co., Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	CITIC Securities Company Limited
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	Uranus Connection Limited
	By:	/s/ SUN Yao
	Name:	SUN Yao
	Title:	Chief Executive Officer

 

Page 15 of 17

 

 

SCHEDULE A

 

Directors and Executive Officers

 

The names of the directors and the names and titles of the executive officers of each of the Reporting Persons and their principal occupations are set forth below.

 

I. Uranus Connection Limited

 

Name		Position		Present Principal Occupation		Citizenship
Shuguang Qi		Sole Director		*		PRC
Yao Sun		Chief Executive Officer		*		United States

 

* The principal occupation is the same as his/her position with Goldstone.

 

The business address of each of the director and executive officer is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

II. Gstone Investment International Ltd.

 

Name		Position		Present Principal Occupation		Citizenship
Dongming Wang		Director		Chairman of CITIC Securities Company Limited		PRC
Xiaobo Ge		Director		Chief Finance Officer of CITIC Securities Company Limited		PRC
Shuguang Qi		Director		*		PRC

 

* The principal occupation is the same as his/her position with Goldstone.

 

The business address of each of the directors is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

III. Goldstone Investment International Limited

 

Name		Position		Present Principal Occupation		Citizenship
Dongming Wang		Director		Chairman of CITIC Securities Company Limited		PRC
Xiaobo Ge		Director		Chief Finance Officer of CITIC Securities Company Limited		PRC
Shuguang Qi		Director		*		PRC

 

* The principal occupation is the same as his/her position with Goldstone.

 

The business address of each of the directors is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Page 16 of 17

 

 

IV. Goldstone Boxin Investment Management Co., Ltd.

 

Name		Position		Present Principal Occupation		Citizenship
Dongming Wang		Director		Chairman of CITIC Securities Company Limited		PRC
Xiaobo Ge		Director		Chief Finance Officer of CITIC Securities Company		PRC
Shuguang Qi		Director and General Manager		*		PRC

 

* The principal occupation is the same as his/her position with Goldstone.

 

The business address of each of the directors and executive officer is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

V. Goldstone Investment Co., Ltd.

 

Name		Position		Present Principal Occupation		Citizenship
Dongming Wang		Director		Chairman of CITIC Securities Company Limited		PRC
Xiaobo Ge		Director		Chief Finance Officer of CITIC Securities Company		PRC
Shuguang Qi		Director and General Manager		*		PRC

 

* The principal occupation is the same as his/her position with Goldstone.

 

The business address of each of the directors and executive officer is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

VI. CITIC Securities Company Limited

 

Name		Position		Present Principal Occupation		Citizenship
Dongming Wang		Director, Chairman		*		PRC
Boming Cheng		Director, General Manager		*		PRC
Ke Yin		Director, Vice Chairman		*		PRC
Lefei Liu		Director, Vice Chairman		*		PRC
Jun Fang		Director		*		PRC
Xiaoqiu Wu		Independent Director		Professor of Renmin University of China		PRC
Gangwei Li		Independent Director		*		PRC
Geping Rao		Independent Director		Professor of Peking University		PRC
Xiaobo Ge		Chief Finance Officer, Managing Director		*		PRC

 

* The principal occupation is the same as his/her position with CITIC Securities.

 

The business address of each of the directors and executive officers is c/o 10/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

 

Page 17 of 17

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.0005 per share, of Bona Film Group Limited, an exempted company organized under the laws of the Cayman Islands, 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.

 

[Remainder of Page Intentionally Left Blank]

 

Page 1 of 2

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 23, 2015.

 

	Gstone Investment International Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Director
	Goldstone Investment International Limited
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Director
	Goldstone Boxin Investment Management Co., Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	Goldstone Investment Co., Ltd.
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	CITIC Securities Company Limited
	By:	/s/ WANG Dongming
	Name:	WANG Dongming
	Title:	Chairman of the Board of Directors
	Uranus Connection Limited
	By:	/s/ SUN Yao
	Name:	SUN Yao
	Title:	Chief Executive Officer

 

Page 2 of 2

 

Exhibit 99.9

 

URANUS CONNECTION LIMITED

17/F, CITIC Securities Tower

No. 48 Liangmaqiao Road, Chaoyang District

Beijing, China, 100026

Attention: Yao SUN

Facsimile: [phone]

Email: [e-mail]

 

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:

 

URANUS CONNECTION LIMITED (including its successors or 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, an aggregate amount equal to $79,904,208.80 (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 of the Sponsor or of its Affiliates, any former, current or future holder of any equity interests or securities of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), 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 its 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 its 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 its 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) it 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 it and constitutes a valid and legally binding obligation of it, 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 the organizational documents of the Sponsor or 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 its 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 its 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 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 its 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,
	URANUS CONNECTION LIMITED
	By:	/s/ Yao SUN
	Name:	Yao SUN
	Title:	Chief Executive Officer

 

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

 

 

 

Exhibit 99.11

 

LIMITED GUARANTEE

 

This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Uranus Connection Limited, a company incorporated with limited liability under the laws of the British Virgin Islands with its registered office at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). 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), 21.83% 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 $6,549,941.74 (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.

 

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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, any former, current or future director, officer, employee, agent of the Guarantor or its Affiliates, any former, current or future holder of any Equity Interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), 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.

 

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 it 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, it 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, its successors and 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.

 

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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:

 

if to the Guarantor:

 

17/F, CITIC Securities Tower

No. 48 Liangmaqiao Road, Chaoyang District

Beijing, China, 100026

Attention: Yao SUN

Facsimile: [phone]

Email: [e-mail]

 

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:       [phone]

Email:

[e-mail]

[e-mail]

 

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.

 

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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.

 

(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) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) 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 it and constitutes a valid and legally binding obligation of it, enforceable against 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 it of this Limited Guarantee do not and will not violate its organizational documents or violate any applicable Law or conflict with any material agreement binding on 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 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 its 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 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.

 

 

	URANUS CONNECTION LIMITED
	By:	/s/ Yao SUN
	Name:	Yao SUN
	Title:	Chief Executive Officer

 

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