UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Qin Xuetang Fosun International Limited Room 808 ICBC Tower 3 Garden Road, Central Hong Kong, China (852) 2509 3228

With a copy to: Hillel T. Cohn, Esq. Morrison & Foerster LLP 707 Wilshire Boulevard Los Angeles, California 90017 USA (213) 892-5251

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

 

(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. x

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 two of which 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).

 

 

 

(1)                                 Number of shares is the aggregate number of ordinary shares, par value $0.0005 per share, of Bona Film Group Limited (“Ordinary Shares”) represented by (i) 4,000,000 ADSs held by Orrick Investments Limited, (ii) 663,201 ADSs held by Peak Reinsurance Company Limited, and (iii) 4,165,926 Ordinary Shares and 39,116 ADSs held by Fidelidade — Companhia de Seguros, S.A.

 

(2)                                 Relying on information provided by Bona Film Group Limited (the “Issuer”), this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

2

 

 

(1)                                 Number of shares is the aggregate number of Ordinary Shares represented by (i) 4,000,000 ADSs held by Orrick Investments Limited, (ii) 663,201 ADSs held by Peak Reinsurance Company Limited, and (iii) 4,165,926 Ordinary Shares and 39,116 ADSs held by Fidelidade — Companhia de Seguros, S.A.

 

(2)                                 Relying on information provided by the Issuer, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

3

 

 

(1)                                 Number of shares is the aggregate number of Ordinary Shares represented by (i) 4,000,000 ADSs held by Orrick Investments Limited, (ii) 663,201 ADSs held by Peak Reinsurance Company Limited, and (iii) 4,165,926 Ordinary Shares and 39,116 ADSs held by Fidelidade — Companhia de Seguros, S.A.

 

(2)                                 Relying on information provided by the Issuer, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

4

 

 

(1)                                 Number of shares is the aggregate number of Ordinary Shares represented by 4,000,000 ADSs held by Orrick Investments Limited.

 

(2)                                 Relying on information provided by the Issuer, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

5

 

 

(1)                                 Number of shares is the aggregate number of Ordinary Shares represented by 663,201 ADSs held by Peak Reinsurance Company Limited.

 

(2)                                 Relying on information provided by the Issuer, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

6

 

 

(1)                                 Number of shares is the number of Ordinary Shares represented by 4,165,926 Ordinary Shares and 39,116 ADSs held by Fidelidade — Companhia de Seguros, S.A.

 

(2)                                 Relying on information provided by the Issuer, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 12, 2015.

 

7

 

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission on July 28, 2014 (the “Original 13D”) by Fosun International Limited (“Fosun International”) 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”), as evidenced by American Depositary Receipts, of Bona Film Group Limited (the “Issuer”), an exempted company organized under the laws of the Cayman Islands, as previously amended by Amendment No. 1 to the Original 13D filed on June 17, 2015 (“Amendment No. 1”).  Unless otherwise stated herein, the Original 13D, as amended by Amendment No. 1, remains in full force and effect.  Terms used therein and not defined herein have the meanings ascribed thereto in the Original 13D.

 

Item 4.         Purpose of Transaction

 

Item 4 is hereby amended and supplemented as follows:

 

On July 21, 2015, Fosun International Holdings Limited, a company organized under the laws of the British Virgin Islands (the “Lender”), and Skillgreat Limited, a British Virgin Islands company (“Skillgreat”), entered into a Deed of Release (the “Deed of Release”) pursuant to which all obligations of Skillgreat under the Share Mortgage Agreement were unconditionally and irrevocably discharged and released, including, without limitation, Skillgreat’s mortgage in favor of the Lender of all of its right, title and interest in and to 2,250,711 Ordinary Shares owned by it.  The execution of the Deed of Release followed the Lender’s receipt from Skillgreat of a series of payments completed on July 20, 2015 and aggregating $23,233,342.67 in satisfaction of all outstanding principal and interest on the Loan made pursuant to the Loan Agreement (the “Loan Repayment”).  In connection with the Loan Repayment, the Lender and Skillgreat entered into a payoff letter, dated July 16, 2015 (the “Payoff Letter”), pursuant to which, among other things, all obligations of Skillgreat under the Loan Agreement were paid, satisfied and discharged in full and the Founder’s guarantee of such obligations was released, in each case effective immediately upon the Lender’s receipt of the Loan Repayment.  References to the Deed of Release and the Payoff Letter are not intended to be complete and are qualified in their entirety by reference to the full text of the Deed of Release and the Payoff Letter, which are filed as Exhibit 99.9 and Exhibit 99.10, respectively, and which are incorporated herein by reference.

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares that are beneficially owned by each Reporting Person as of July 23, 2015.

 

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Ordinary Shares that are beneficially owned by each Reporting Person as of July 23, 2015 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c)  None of the Reporting Persons has effected any transactions involving the purchase of ADSs and Ordinary Shares during the last sixty days.

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

 

(e) Not applicable.

 

The Reporting Persons may be deemed to be members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Chairman, Skillgreat and Sequoia with respect to the matters described in Items 4 and 6 of this Schedule 13D.  Each Reporting Person hereby disclaims beneficial ownership of the Ordinary Shares beneficially owned by the Chairman, Skillgreat and Sequoia. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Ordinary Shares of the Issuer that are beneficially owned by the Chairman, Skillgreat or Sequoia or is a member of any group with the Chairman, Skillgreat or Sequoia.

 

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

 

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

 

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Item 7.  Material to be Filed as Exhibits

 

Item 7 is hereby amended and restated as follows:

 

Exhibit Number		Description of Exhibits
99.1		Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).
99.2		List of the directors and executive officers of each Reporting Person, persons controlling any Reporting Person and the directors and executive officers of persons in control of any Reporting Person.
99.3		Information regarding transactions in ADSs and Ordinary Shares by each Reporting Person during the past 60 days prior to the filing of the Original 13D (incorporated by reference to Exhibit 99.3 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).
99.4		Share Purchase Agreement by and among Mr. Dong Yu, Skillgreat Limited, Fidelidade — Companhia de Seguros, S.A. and Fosun International Limited dated July 13, 2014 (incorporated by reference to Exhibit 99.4 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).
99.5		Loan Agreement by and among Mr. Dong Yu, Skillgreat Limited and Fosun International Holdings Ltd. dated July 23, 2014 (incorporated by reference to Exhibit 99.5 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).
99.6		Equitable Share Mortgage by and between Skillgreat Limited and Fosun International Holdings Ltd. dated July 23, 2014 (incorporated by reference to Exhibit 99.6 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).
99.7		Consortium Agreement, dated as of June 12, 2015, by and among Dong Yu, Skillgreat Limited, Fosun International and its affiliates Orrick Investments Limited, Peak Reinsurance Company Limited and Fidelidade — Companhia de Seguros, S.A. and Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (incorporated by reference to Exhibit 99.7 to Amendment No. 1 filed on June 17, 2015 with the Securities and Exchange Commission).
99.8		Proposal Letter to the board of directors of Bona Film Group Limited, dated June 12, 2015, from Dong Yu, Fosun International Limited, Fosun International Holdings Ltd., Orrick Investments Limited, Peak Reinsurance Company Limited, Fidelidade — Companhia de Seguros, S.A. and Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (incorporated by reference to Exhibit 99.8 to Amendment No. 1 filed on June 17, 2015 with the Securities and Exchange Commission).
99.9		Deed of Release, dated as of July 21, 2015, by Fosun International Holdings Limited in favor of Skillgreat Limited.
99.10		Payoff Letter, dated July 16, 2015, by and between Fosun International Holdings Limited and Skillgreat Limited.

 

9

 

SIGNATURE

 

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

 

Date: July 23, 2015
FOSUN INTERNATIONAL HOLDINGS LTD.
By:	/s/ Guo Guangchang
	Name: Guo Guangchang
	Title: Director
FOSUN INTERNATIONAL LIMITED
By:	/s/ Qin Xuetang
	Name: Qin Xuetang
	Title: Director
FOSUN FINANCIAL HOLDINGS LIMITED
By:	/s/ Guo Guangchang
	Name: Guo Guangchang
	Title: Director
ORRICK INVESTMENTS LIMITED
By:	/s/ Qin Xuetang
	Name: Qin Xuetang
	Title: Director
PEAK REINSURANCE COMPANY LIMITED
By:	/s/ Guo Guangchang
	Name: Guo Guangchang
	Title: Director
FIDELIDADE — COMPANHIA DE SEGUROS, S.A.
By:	/s/ Guo Guangchang
	Name: Guo Guangchang
	Title: Director

 

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EXHIBIT 99.2

 

DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON,

PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade — Companhia de Seguros, S.A. is set forth below.

 

Fidelidade — Companhia de Seguros, S.A.

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No.2 East Fuxing Road, Shanghai, China		Chairman of Fidelidade-Companhia de Seguros, S.A.		China
João Nuno De Oliveira Jorge Palma		Av, João XXI, 63, 1000-300 Lisboa, Portugal		Vice-Chairman of Fidelidade-Companhia de Seguros, S.A.		Portugal
Jorge Manuel Baptista Magalhães Correia		Largo do Calhariz, 30, 1200-086 Lisboa, Portugal		Vice-Chairman of Fidelidade-Companhia de Seguros, S.A.		Portugal
Wang Qunbin		No.2 East Fuxing Road, Shanghai, China		Director of Fidelidade-Companhia de Seguros, S.A.		China
Nuno Maria Pinto de Magalhães Fernandes Thomaz		Av, João XXI, 63, 1000-300 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Portugal
Michael Lee		Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Fidelidade-Companhia de Seguros, S.A.		United States of America
Xu Yao		No.2 East Fuxing Road, Shanghai, China		Director of Fidelidade-Companhia de Seguros, S.A.		China
Jose Manuel Alvarez Quintero		Largo do Calhariz, 30, 1200-086 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Spain
Antonio Manuel Marques De Sousa Noronha		Largo do Calhariz, 30, 1200-086 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Portugal
Rogerio Miguel Antunes Campos Henriques		Largo do Calhariz, 30, 1200-086 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Portugal
Wai Lam William Mak		Largo do Calhariz, 30, 1200-086 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Hong Kong
José Pedro Cabral Dos Santos		Av, João XXI, 63, 1000-300 Lisboa, Portugal		Director of Fidelidade-Companhia de Seguros, S.A.		Portugal
Kang Lan		No. 2 East Fuxing Road, Shanghai, China		Director of Fidelidade-Companhia de Seguros, S.A.		China
Wu Xiaoyong		No. 2 East Fuxing Road, Shanghai, China		Director of Fidelidade-Companhia de Seguros, S.A.		China

 

Fidelidade-Companhia de Seguros, S.A. is 84.986% owned by Longrun Portugal, SGPS, S.A.  Longrun Portugal, SGPS, S.A. is a company organized under the laws of Portugal with its registered address at Largo de São Carlos, 3, Lisbon, Portugal. Longrun Portugal, SGPS, S.A. is principally engaged in investment holding.

 

 

The name, business address, present principal employment and citizenship of each director and executive officer of Longrun Portugal, SGPS, S.A. is set forth below.

 

Longrun Portugal, SGPS, S.A.

 

Name		Business Address		Present Principal Employment		Citizenship
Ding Guoqi		No. 2 East Fuxing Road, Shanghai, China		Director of Longrun Portugal, SGPS, S.A.		China
Qin Xuetang		No. 2 East Fuxing Road, Shanghai, China		Director of Longrun Portugal, SGPS, S.A.		China

 

Longrun Portugal, SGPS, S.A. is a wholly-owned subsidiary of Millennium Gain Limited. Millennium Gain Limited is a company organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Millennium Gain Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Millennium Gain Limited is set forth below.

 

Millennium Gain Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Qin Xuetang		No. 2 East Fuxing Road, Shanghai, China		Director of Millennium Gain Limited		China

 

Millennium Gain Limited is a wholly-owned subsidiary of Fosun Financial Holdings Limited. Fosun Financial Holdings Limited is organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Fosun Financial Holdings Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Peak Reinsurance Company Limited is set forth below.

 

Peak Reinsurance Company Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No.2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Company Limited		China
Wang Qunbin		No.2 East Fuxing Road, Shanghai, China		Director and Chairman of Peak Reinsurance Company Limited		China
Duan Qiuping		No.2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Company Limited		China
Michael Lee		Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director and Vice Chairman of Peak Reinsurance Company Limited		United States of America
Franz Josef Hahn		Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director and Chief Executive Officer of Peak Reinsurance Company Limited		Germany
Gong Zhiqi		N/A		Independent Non-Executive Director of Peak Reinsurance Company Limited		China
Ou-Yang Hui		N/A		Independent Non-Executive Director of Peak Reinsurance Company Limited		United States of America
Kang Lan		No. 2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Company Limited		China
Monish Kant Dutt		N/A		Director of Peak Reinsurance Company Limited		Republic of India

 

Peak Reinsurance Company Limited is wholly owned by Peak Reinsurance Holdings Limited. Peak Reinsurance Holdings Limited is a company organized under the laws of Bermuda with its principal business address at Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong. Peak Reinsurance Holdings Limited is principally engaged in investment holding.

 

 

The name, business address, present principal employment and citizenship of each director and executive officer of Peak Reinsurance Holdings Limited is set forth below.

 

Peak Reinsurance Holdings Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No.2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Holdings Limited		China
Wang Qunbin		No.2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Holdings Limited		China
Duan Qiuping		No.2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Holdings Limited		China
Michael Lee		Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Peak Reinsurance Holdings Limited		United States of America
Franz Josef Hahn		Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong		Director of Peak Reinsurance Holdings Limited		Germany
Gong Zhiqi		N/A		Independent Non-Executive Director of Peak Reinsurance Holdings Limited		China
Ou-Yang Hui		N/A		Independent Non-Executive Director of Peak Reinsurance Holdings Limited		United States of America
Kang Lan		No. 2 East Fuxing Road, Shanghai, China		Director of Peak Reinsurance Holdings Limited		China
Monish Kant Dutt		N/A		Director of Peak Reinsurance Holdings Limited		Republic of India

 

Peak Reinsurance Holdings Limited is 85.1% owned by Spinel Investment. Spinel Investment is a company organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Spinel Investment is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Spinel Investment Limited is set forth below.

 

Spinel Investment Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No. 2 East Fuxing Road, Shanghai, China		Director of Spinel Investment Limited		China

 

Spinel Investment Limited is a wholly-owned subsidiary of Fosun Financial Holdings Limited.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below.

 

Orrick Investments Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Qin Xuetang		No. 2 East Fuxing Road, Shanghai, China		Director of Orrick Investments Limited		China

 

Orrick Investments Limited is a wholly-owned subsidiary of Fosun Financial Holdings Limited.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Financial Holdings Limited is set forth below.

 

Fosun Financial Holdings Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No.2 East Fuxing Road, Shanghai, China		Director of Fosun Financial Holdings Limited		China

 

Fosun Financial Holdings Limited is wholly owned by Fosun International Limited. Fosun International Limited is a company organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Its principal businesses include integrated finance (insurance, investment, asset management and banking and other financial business) and industrial operations (health, happy lifestyle, steel, property development and sales and resources).

 

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Limited is set forth below.

 

Fosun International Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No.2 East Fuxing Road, Shanghai, China		Executive Director and Chairman of Fosun International Limited		China
Liang Xinjun		No.2 East Fuxing Road, Shanghai, China		Executive Director, Vice chairman and Chief Executive officer of Fosun International Limited		China
Wang Qunbin		No.2 East Fuxing Road, Shanghai, China		Executive Director and President of Fosun International Limited		China
Ding Guoqi		No.2 East Fuxing Road, Shanghai, China		Executive Director, Senior Vice President and Chief Financial Officer of Fosun International Limited		China
Qin Xuetang		No.2 East Fuxing Road, Shanghai, China		Executive Director and Senior Vice President of Fosun International		China
Chen Qiyu		No.2 East Fuxing Road, Shanghai, China		Executive Director and Vice President of Fosun International		China
Xu Xiaoliang		No.2 East Fuxing Road, Shanghai, China		Executive Director and Vice President of Fosun International		China
Zhang Shengman		50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong		Independent Non-executive Director of Fosun International; Chairman of Asia Pacific of Citigroup		Hong Kong
Zhang Huaqiao		Room 809, Hong Kong Plaza, 188 Connaught Road West, Hong Kong		Independent Non-executive Director of Fosun International; Chairman of China Smartpay Group Holdings Limited		Hong Kong
David T. Zhang		26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong		Independent Non-executive Director of Fosun International; Partner of Kirkland & Ellis LLP		Hong Kong
Yang Chao		N/A		Independent Non-executive Director of Fosun International		China

 

Fosun International Limited is 71.49% owned by Fosun Holdings Limited as of July 23, 2015. Fosun Holdings Limited is a company Organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Holdings Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Holdings Limited is set forth below.

 

Fosun Holdings Limited

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No. 2 East Fuxing Road, Shanghai, China		Director of Fosun Holdings Limited		China

 

Fosun Holdings Limited is a wholly-owned subsidiary of Fosun International Holdings Ltd. Fosun International Holdings Ltd, is a corporation organized under the laws of British Virgin Islands with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.  Fosun International Holdings Ltd. is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Holdings Ltd. is set forth below.

 

Fosun International Holdings Ltd.

 

Name		Business Address		Present Principal Employment		Citizenship
Guo Guangchang		No. 2 East Fuxing Road, Shanghai, China		Director of Fosun International Holdings Ltd.		China

 

Fosun International Holdings Ltd. is owned 58% by Guangchang Guo with the remaining shares owned 22% by Xinjun Liang, 10% by Qunbin Wang and 10% by Wei Fan. Guangchang Guo’s principal business address is No. 2 East Fuxing Road, Shanghai, China. He is a citizen of the PRC. His present principal employment includes executive director and chairman of Fosun International Limited and non-executive director of China Minsheng Banking Corp., Ltd.

 

Exhibit 99.9

 

THIS DEED OF RELEASE (the “Deed”) is made as of 21 July 2015.

 

BY:

 

(1)                                 FOSUN INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Mortgagee”)

 

IN FAVOR OF

 

(2)                                 SKILLGREAT LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands with company number 1499534 and having its registered office at P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Mortgagor”).

 

WHEREAS:

 

(A)                               Pursuant to an EQUITABLE SHARE MORTGAGE dated 23 July 2014 (the “Mortgage Deed”) executed by the Mortgagor in favor of the Mortgagee, the Mortgagor granted a charge (the “Share Charge”) over 2,250,711 ordinary shares (the “Mortgaged Shares”) of Bona Film Group Limited (the “Company”) registered in the name of Mortgagor, in favour of the Mortgagee, as a continuing security for the discharge and/or payment of the Secured Obligations (as defined in the Mortgage Deed).

 

(B)                               The Mortgagor has repaid by 21 July 2015 to the Mortgagee US$23,233,342.67, representing US$22,232,863.80 in payment of the principal amount of the Loan (as defined in the Loan Agreement) in full and US$1,000,478.87 in payment of all the accrued and unpaid interest under the Loan Agreement (as defined in the Mortgage Deed).

 

(C)                               The Mortgagee has agreed to execute this Deed to release and discharge the Mortgaged Shares from the security created by the Mortgage Deed subject to the terms thereof.

 

NOW THIS DEED WITNESSES AS FOLLOWS:

 

1.                                      Unless the context otherwise requires or unless otherwise defined in this Deed, capitalised terms in this Deed (including the Recitals) shall have the same meaning ascribed to them in the Mortgage Deed.

 

2.                                      The Mortgagee hereby irrevocably and unconditionally:

 

(a)                                  RELEASES AND DISCHARGES the Mortgagor from all its liabilities and obligations arising pursuant to or in connection with the Mortgage Deed with effect from the Effective Date (defined below);

 

(b)                                  REASSIGNS AND RETRANSFERS absolutely to the Mortgagor all right, title and interest to the Mortgaged Shares assigned to the Mortgagee pursuant to the Mortgage Deed; and

 

(c)                                  ACKNOWLEDGES AND CONFIRMS that the Mortgagor has duly discharged and repaid in full the principal amount of the Loan and the interest accrued thereon.

 

3.                                      The discharge, release, reassignment and retransfer under Clause 2 shall be without prejudice to the Mortgagee’s rights and remedies in respect of any claims for breaches by the Mortgagor of any representations, warranties, undertakings, covenants or agreements under the Mortgage Deed prior to the date of this Deed.

 

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4.                                      For the avoidance of doubt, all of the obligations of the Mortgagee under the Mortgage Deed shall be unconditionally and irrevocably discharged and released.

 

5.                                      This Deed shall take effect from the date hereof (the “Effective Date”).

 

6.                                      Each party shall bear its own expenses incurred in connection with the negotiation and execution of this Deed, while the Mortgagor shall bear the whole expenses incurred in connection with the release and discharge of Share Charge.

 

7.                                      This Deed shall be binding upon and enure to the benefit of the Mortgagor and the Mortgagee and their respective successors and permitted assigns.

 

8.                                      This Deed shall be governed by and construed in accordance with the laws of Cayman Islands, and each of the Mortgagor and the Mortgagee irrevocably submits to the non-exclusive jurisdiction of the courts of the Cayman Islands in connection with any matters arising hereto.

 

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

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

 

MORTGAGEE

 

 

EXECUTED AS A DEED for and on behalf of Fosun		)
International Holdings Limited:		)
		)
		)	/s/ Guo Guangchang
		)	Duly Authorised Signatory
		)
		)	Name:	Guo Guangchang
		)
		)	Title:	Director
in the presence of:
/s/ Ding Guoqi
Signature of Witness
Name:	Ding Guoqi
Address:

 

[Signature Page to Deed of Release over Shares in Bona]

 

 

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

 

MORTGAGOR

 

 

EXECUTED AS A DEED for and on behalf of		)
Skillgreat Limited		)
		)
		)	/s/ Yu Dong
		)	Duly Authorised Signatory
		)
		)	Name:	Yu Dong
		)
		)	Title:	Director
in the presence of:
/s/ Zou Menglei
Signature of Witness
Name:	Zou Menglei
Address:

 

[Signature Page to Deed of Release over Shares in Bona]

 

Exhibit 99.10

 

July 16, 2015

 

Skillgreat Limited

c/o Bona Film Group Limited

11/F, Guan Hu Garden 3

105 Yao Jia Yuan Road, Chaoyang District

Beijing 100025, People’s Republic of China

Attn: Dong Yu

 

Re: Payoff Letter (this “Letter”)

 

Dear Sir:

 

We refer to the Loan Agreement (the “Loan Agreement”), dated as of July 23, 2014, among Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands as borrower (the “Borrower”), Mr. Dong Yu, an individual as guarantor (the “Guarantor”), and Fosun International Holdings Limited, a company incorporated under the laws of the British Virgin Islands as lender (the “Lender”).  Capitalized terms used and not defined herein shall have the meanings as utilized in the Loan Agreement.

 

Pursuant to the Loan Agreement, Lender has transferred US$22,232,863.80 (the “Loan”) to Borrower as a borrowing under such Loan Agreement. Borrower has advised Lender that it intends to repay, in the form of a wire transfer in immediately available funds, US$23,233,342.67 (the “Payoff Amount”), representing (i) US$22,232,863.80 in the payment of the principal amount of the Loan in full, and (ii) US$1,000,478.87 in payment of all the accrued and unpaid interest under the Loan Agreement, on or around the Maturity Date.

 

Effective immediately upon Lender’s receipt of payment in full in cash of the Payoff Amount (the date of Lender’s receipt of the Payoff Amount being the “Payoff Date”), without further action on the part of the parties hereto or any other Person, (i) all indebtedness and obligations of Borrower to Lender under the Loan Documents shall be paid, satisfied and discharged in full; (ii) all unfunded commitments to make credit extensions or financial accommodations to Borrower under the Loan Documents shall be terminated; (iii) all security interests and other liens or rights of every type at any time granted to or held by Lender as security for all such indebtedness and other obligations under the Loan Documents shall be automatically terminated, discharged and released; (iv) all guaranties supporting the Loan Agreement shall be released without further action by Lender or any other Person; (v) the Loan Agreement and all Loan Documents shall be deemed terminated and of no further force and effect; and (vi) Borrower or Guarantor will not be indebted to Lender for any reason under the Loan Documents and all obligations of Borrower or Guarantor under the Loan Documents shall be deemed terminated, released and discharged; provided, however, that notwithstanding the foregoing, any Borrower’s indemnity and reimbursement obligations set forth in the Loan Agreement, and any other provision expressly stated in the Loan Documents as surviving termination, shall continue to survive notwithstanding this termination; and provided, further, that to the extent that any payments or proceeds (or any portion thereof) received by Lender shall be subsequently invalidated, declared to be fraudulent or a fraudulent conveyance or preferential, set aside or required to be repaid to a trustee, receiver, debtor-in-possession or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent that the payment or proceeds is rescinded or must otherwise be restored by Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied shall, unless prohibited by applicable law, be revived and continue to be in full force and effect, as if the payment or proceeds had never been received by Lender, and this Letter shall in no way impair the claims of Lender with respect to the revived obligations.

 

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Promptly after the Payoff Date, Lender shall (i) execute and/or file any notices, filings, registrations or other documents requested by Borrower and necessary or appropriate to release or terminate any Lien with respect to the Collateral; and (ii) if applicable, return any pledged Collateral in the possession of Lender or any other agent to the pledgor.

 

Each party shall bear its own expenses incurred in connection with the negotiation and execution of this Letter and the deed of release relating to the Equitable Share Mortgage.  Any additional costs or expenses incurred by Lender with respect to any other agreements, documents, and instruments which are requested by Borrower to be delivered or filed by Lender on or after the Payoff Date, and with respect to any other necessary or desirable actions taken by Lender in relation to the payoff of the obligations, shall be reimbursed promptly by Borrower to Lender on demand.

 

This Letter shall be governed by the laws of the State of New York and shall become effective only when signed by Lender and accepted by Borrower by their respective due execution in the space provided below. This Letter sets forth the entire agreement among the parties relating to the subject matter pertaining hereto, and no term or provision hereof may be amended, changed, waived, discharged or terminated orally or otherwise, except in writing signed by each such party.  This Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  This Letter may be executed in counterparts, and delivery of an executed signature page of this Letter by electronic image scan transmission shall be effective as delivery of a manually executed counterpart hereof.

 

[Remainder of Page Intentionally Left Blank]

 

2

 

Very truly yours:

 

LENDER:

 

FOSUN INTERNATIONAL HOLDINGS LIMITED

 

By:	/s/ Guo Guangchang
Name: Guo Guangchang
Title: Director

 

[Signature Page to Payoff Letter]

 

 

Acknowledged and Agreed:

 

BORROWER:

 

SKILLGREAT LIMITED

 

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

 

[Signature Page to Payoff Letter]