0001193125-12-313233.txt : 20120725 0001193125-12-313233.hdr.sgml : 20120725 20120725060655 ACCESSION NUMBER: 0001193125-12-313233 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120725 DATE AS OF CHANGE: 20120725 GROUP MEMBERS: SAIF IV GP CAPITAL LTD. GROUP MEMBERS: SAIF IV GP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bona Film Group Ltd CENTRAL INDEX KEY: 0001504796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85987 FILM NUMBER: 12977752 BUSINESS ADDRESS: STREET 1: 11/F, GUAN HU GARDEN 3 STREET 2: 105 YAO JIA YUAN ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 BUSINESS PHONE: 86 10 5928 3663 MAIL ADDRESS: STREET 1: 11/F, GUAN HU GARDEN 3 STREET 2: 105 YAO JIA YUAN ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAIF Partners IV L.P. CENTRAL INDEX KEY: 0001472789 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SAIF PARTNERS, 2 PACIFIC PL., STE. 2115 STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2918-2205 MAIL ADDRESS: STREET 1: SAIF PARTNERS, 2 PACIFIC PL., STE. 2115 STREET 2: 88 QUEENSWAY CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13G 1 d385245dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

BONA FILM GROUP LIMITED

(Name of Issuer)

 

 

 

American Depositary Shares representing Ordinary Shares, par value $0.0005 per share

(Title of Class of Securities)

 

09777B107**

(CUSIP Number)

 

July 18, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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, or ADSs, of the Issuer. Two ADSs represent 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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 09777B107   Page 2 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

SAIF Partners IV L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

3,248,373 ADSs

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

3,248,373 ADSs

   8   

SHARED DISPOSITIVE POWER

 

0

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,248,373 ADSs

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.3%1

12

  

TYPE OF REPORTING PERSON

 

PN

 

1 

This percentage represents the percentage of Ordinary Shares beneficially owned by the Reporting Person through its beneficial ownership of ADSs, and is based upon 30,402,346 Ordinary Shares of the Issuer outstanding as of April 30, 2012, as reported by the Issuer in a Form 20-F filed on April 30, 2012.

SCHEDULE 13G

 

CUSIP No. 09777B107   Page 3 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

SAIF IV GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

3,248,373 ADSs2

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

3,248,373 ADSs2

   8   

SHARED DISPOSITIVE POWER

 

0

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,248,373 ADSs2

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.3%3

12

  

TYPE OF REPORTING PERSON

 

PN

 

2 

The record holder of the ADSs is SAIF Partners IV L.P. SAIF IV GP, L.P. is the sole general partner of SAIF Partners IV L.P.

3 

This percentage represents the percentage of Ordinary Shares beneficially owned by the Reporting Person through its beneficial ownership of ADSs, and is based upon 30,402,346 Ordinary Shares of the Issuer outstanding as of April 30, 2012, as reported by the Issuer in a Form 20-F filed on April 30, 2012.

SCHEDULE 13G

 

CUSIP No. 09777B107   Page 4 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

SAIF IV GP Capital Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

3,248,373 ADSs4

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

3,248,373 ADSs4

   8   

SHARED DISPOSITIVE POWER

 

0

  9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,248,373 ADSs4

10

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.3%5

12

  

TYPE OF REPORTING PERSON

 

CO

 

4 

The record holder of the ADSs is SAIF Partners IV L.P. SAIF IV GP Capital Ltd. is the sole general partner of SAIF IV GP, L.P., which is the sole general partner of SAIF Partners IV L.P.

5 

This percentage represents the percentage of Ordinary Shares beneficially owned by the Reporting Person through its beneficial ownership of ADSs, and is based upon 30,402,346 Ordinary Shares of the Issuer outstanding as of April 30, 2012, as reported by the Issuer in a Form 20-F filed on April 30, 2012.

SCHEDULE 13G

 

CUSIP No. 09777B107   Page 5 of 6 Pages

 

Item 1(a) Name of Issuer:

Bona Film Group Limited

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

11/F, Guan Hu Garden 3

105 Yao Jia Yuan Road, Chaoyang District

Beijing 100025, People’s Republic of China

 

Item 2(a) Name of Person Filing:

SAIF Partners IV L.P.

SAIF IV GP, L.P.

SAIF IV GP Capital Ltd.

 

Item 2(b) Address of Principal Business Office or, If None, Residence; Citizenship

SAIF Partners IV L.P.

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

c/o SAIF Advisors Limited

Suite 2516 — 2520, Two Pacific Place,

88 Queensway, Hong Kong

SAIF IV GP, L.P.

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

c/o SAIF Advisors Limited

Suite 2516 — 2520, Two Pacific Place,

88 Queensway, Hong Kong

SAIF IV GP Capital Ltd.

c/o Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

c/o SAIF Advisors Limited

Suite 2516 — 2520, Two Pacific Place,

88 Queensway, Hong Kong

 

Item 2(c) Citizenship

SAIF Partners IV L.P. — Cayman Islands

SAIF IV GP, L.P. — Cayman Islands

SAIF IV GP Capital Ltd. — Cayman Islands

SCHEDULE 13G

 

CUSIP No. 09777B107   Page 6 of 6 Pages

 

Item 2(d) Title of Class of Securities:

American Depositary Shares representing Ordinary Shares, par value $0.0005 per share

 

Item 2(e) CUSIP Number:

09777B107

 

Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.

 

Item 4. Ownership

The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference

SAIF IV GP Capital Ltd. is the sole general partner of SAIF IV GP, L.P., which is the sole general partner of SAIF Partners IV L.P. Andrew Y. Yan is the sole director and shareholder of SAIF IV GP Capital Ltd. Pursuant to Section 13(d) of the Exchange Act, Mr. Yan may be deemed to beneficially own all of the shares held by SAIF Partners IV L.P. in the Issuer. Mr. Yan disclaims such beneficial ownership.

 

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: July 25, 2012

 

SAIF Partners IV L.P.
By:   /s/ Andrew Y. Yan
Name:   Andrew Y. Yan
Title:   Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P., which is the General Partner of SAIF Partners IV L.P.
SAIF IV GP L.P.
By:   /s/ Andrew Y. Yan
Name:   Andrew Y. Yan
Title:   Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P.
SAIF IV GP Capital Ltd.
By:   /s/ Andrew Y. Yan
Name:   Andrew Y. Yan
Title:   Director of SAIF IV GP Capital Ltd.

LIST OF EXHIBITS

 

Exhibit No.

   

Description

A    Joint Filing Agreement dated as of July 25, 2012, by the Reporting Persons
 EX-99.A 2 d385245dex99a.htm JOINT FILING AGREEMENT DATED AS OF JULY 25, 2012, BY THE REPORTING PERSONS Joint Filing Agreement dated as of July 25, 2012, by the Reporting Persons

Exhibit A

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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the American Depositary Shares representing Ordinary Shares, par value US$0.0005 per share, of Bona Film Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 25, 2012.

 

SAIF Partners IV L.P.
By:   /s/ Andrew Y. Yan
  Name:   Andrew Y. Yan
  Title:   Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P., which is the General Partner of SAIF Partners IV L.P.
SAIF IV GP, L.P.
By:   /s/ Andrew Y. Yan
  Name:   Andrew Y. Yan
  Title:   Director of SAIF IV GP Capital Ltd., which is the General Partner of SAIF IV GP, L.P.
SAIF IV GP Capital Ltd.
By:   /s/ Andrew Y. Yan
  Name:   Andrew Y. Yan
  Title:   Director of SAIF IV GP Capital Ltd.