20-F/A 1 a2209284z20-fa.htm 20-F/A

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



FORM 20-F/A

(Mark One)    

o

 

Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

ý

 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011.

or

o

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from                          to                         

o

 

Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission file number 001-34990



Bona Film Group Limited
(Exact Name of Registrant as Specified in Its Charter)



Cayman Islands
(Jurisdiction of Incorporation or Organization)
11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District
Beijing 100025, People's Republic of China

(Address of Principal Executive Offices)

Mr. Dong Yu
Chief Executive Officer
Tel:(86 10) 5928 3663
11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District
Beijing 100025, People's Republic of China
Email: ir@bonafilm.cn

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:                         

Title of Each Class   Name of Each Exchange On Which Registered

American Depositary Shares, each two representing one Ordinary Shares

 

The NASDAQ Stock Market LLC

Ordinary Shares, par value US$0.0005 per share*

 

(The NASDAQ Global Market)
    The NASDAQ Stock Market LLC
    (The NASDAQ Global Market)
*
Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report.

30,402,346 Ordinary Shares were issued and outstanding as of December 31, 2011



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No ý

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

  Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP    ý

International Financial Reporting Standards as issued by the International Accounting Standards Board  o    Other o

If "Other" has been checked in responses to the previous question, indicate check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  o    No ý

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  o    No o

   



TABLE OF CONTENTS

 
   

EXPLANATORY NOTE

   

SIGNATURE

   

EXHIBIT INDEX

   

EX-101 INSTANCE DOCUMENT

   

EX-101 SCHEMA DOCUMENT

   

EX-101 CALCULATION LINKBASE DOCUMENT

   

EX-101 LABELS LINKBASE DOCUMENT

   

EX-101 PRESENTATION LINKBASE DOCUMENT

   

EX-101 DEFINITION LINKBASE DOCUMENT

   


EXPLANATORY NOTE

        We are filing this Amendment No,. 1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2011, which we filed with the Securities and Exchange Commission on April 30, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101.

        No other changes have been made to our Annual Report on Form 20-F. This Amendment No. 1 does not reflect events that have occurred after the April 30, 2012 filing date of our Annual Report on Form 20-F, or modify or update the disclosures therein, except to reflect the amendment described above.



SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.

    BONA FILM GROUP LIMITED

 

 

By:

 

/s/ Dong Yu

    Name:   Dong Yu
    Title:   Chief Executive Officer

Date: May 2, 2012



EXHIBIT INDEX

Exhibit   Description
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema Document.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL (eXtensible Business Reporting Language) information contained in Exhibit 101 listed above is furnished to the Securities and Exchange Commission, is deemed not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.