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)

Dong Yu 11/F Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District, Beijing 100025, People’s Republic of China +86 (10) 6552-6858 With a copy to: Chris Lin Simpson Thacher & Bartlett ICBC Tower, 3 Garden Road, 35th Floor Hong Kong +852-2514-7622

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

May 21, 2012

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240. 13d-7 for other parties to whom copies are to be sent.

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

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two ordinary shares.  No CUSIP has been assigned to the ordinary shares. 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  0977B107
	1.	Names of Reporting Persons Skillgreat Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.		Sole Voting Power 8,399,720(1) ordinary shares. Dong Yu may also be deemed to have sole voting power with respect to such shares.
			8.		Shared Voting Power N/A
			9.		Sole Dispositive Power 8,399,720(1) ordinary shares. Dong Yu may also be deemed to have sole dispositive power with respect to such shares.
			10.		Shared Dispositive Power N/A
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,399,720(1) ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.6%(2)
	14.	Type of Reporting Person (See Instructions) CO

(1)   Based on 8,664,378 Ordinary Shares held by Skillgreat Limited as record holder after the closing of all the transactions described in this Schedule 13D (including 138,850 Ordinary Shares underlying options that have been issued to Skillgreat Limited on behalf of Dong Yu) less 264,658 Ordinary Shares held by Skillgreat Limited on behalf of others. 

(2)   Based on 30,402,346 Ordinary Shares outstanding as of May 24, 2012 (as provided by the Issuer).

CUSIP No.  0977B107
	1.	Names of Reporting Persons Dong Yu
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  o
	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 9,362,485(3) ordinary shares. Skillgreat Limited may also be deemed to have sole voting power with respect to such shares.
			8.		Shared Voting Power N/A
			9.		Sole Dispositive Power 9,362,485(3) ordinary shares. Skillgreat Limited may also be deemed to have sole dispositive power with respect to such shares.
			10.		Shared Dispositive Power N/A
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,362,485(3) ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 30.3%(4)
	14.	Type of Reporting Person (See Instructions) IN

(3)   Based on (i) 8,664,378 Ordinary Shares held by Skillgreat Limited as record holder after the closing of all the transactions described in this Schedule 13D (including 138,850 Ordinary Shares underlying options that have been issued to Skillgreat Limited on behalf of Dong Yu), (ii) less 264,658 Ordinary Shares held by Skillgreat Limited on behalf of others and (iii) plus 962,765 Ordinary Shares underlying all outstanding options granted to Dong Yu directly as of the date of this filing, including options that will become exercisable after 60 days from the date of this filing.

(4)   Based on 30,402,346 Ordinary Shares outstanding as of May 24, 2012 (as provided by the Issuer) plus 540,605 Ordinary Shares underlying options granted to Dong Yu, which shares are not outstanding as of the date of this Schedule 13D but would be issued upon the exercise of such options.

This statement on Schedule 13D (this “Schedule 13D”) is being filed jointly by Dong Yu (the “Founder”) and Skillgreat Limited (“Skillgreat” and together with the Founder, the “Reporting Persons”) relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented by two American depositary shares (the “ADSs”), of Bona Film Group Limited (the “Issuer”), a corporation organized under the laws of the Cayman Islands.

Item 1.       Security and Issuer

This Schedule 13D relates to the Ordinary Shares of the Issuer. The ADSs representing Ordinary Shares are listed on the NASDAQ Global Select Market under the symbol “BONA”. The principal executive offices of the Issuer are located at 11/F Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China.

Item 2.       Identity and Background

This Schedule 13D is being filed jointly on behalf of each of the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.1 hereto.  Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

The Founder’s present occupation is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer.  The Issuer, a Cayman Islands holding company, operates film distribution, film investment and production, talent agency and movie theater businesses in China through its wholly-owned PRC operating subsidiary and consolidated affiliated entities.  The business address of both the Founder and the Issuer is the principal executive office address set forth above.  The Founder is a citizen of the People’s Republic of China.

Skillgreat is a British Virgin Islands company whose principal business is making financial investments and is wholly owned by the Founder.  The address of its principal office is c/o Dong Yu, 11/F Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China.  The Founder is the sole director of Skillgreat.

To the best knowledge of the Reporting Persons, neither of them has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been 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.

Item 3.       Source and Amount of Funds or Other Consideration

The information set forth in the cover pages of this Schedule 13D and in Items 4 and 6 of this Schedule 13D is incorporated by reference in this Item 3.

Skillgreat will use the proceeds from the closings under the NCIH Share Purchase Agreement (as defined below) to acquire 3,550,067 Ordinary Shares from the Sellers (as defined below).

Item 4.       Purpose of Transaction

The information set forth or incorporated by reference in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.

On May 13, 2012, the Founder, Skillgreat, the Issuer and NCIH, Inc. (“NCIH”), which is an indirect subsidiary of News Corporation (NASDAQ:NWSA), entered into a Share Purchase Agreement (the “NCIH Share Purchase Agreement”), which is attached hereto as Exhibit 99.2.  Under the terms of the NCIH Share Purchase Agreement, Skillgreat agreed to sell to NCIH an aggregate of 6,050,067 Ordinary Shares for an aggregate purchase

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price of US$ 68,970,763.80, to be effected through four separate closings.  The first closing occurred on May 21, 2012 and the final closing occurred on May 25, 2012. Upon the first closing, Skillgreat, the Founder and the Issuer entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with NCIH, which is attached hereto as Exhibit 99.3.

The purpose of the transaction with NCIH is to facilitate the Issuer in exploring possibilities for potential cooperation opportunities between the Issuer and NCIH (or its affiliates) with respect to one or more projects in the film industry as described in a non-binding statement of intent by the Issuer and NCIH in the Investor Rights Agreement.  Under the Investor Rights Agreement, NCIH has the right (i) to appoint one vice president of the Issuer in connection with the development of potential project opportunities and (ii) to nominate one candidate to the board of directors of the Issuer (or appoint an observer to the board if no nominee of NCIH serves on the board), in each case, until NCIH no longer holds at least 50% of the Ordinary Shares purchased under the NCIH Share Purchase Agreement and subject to certain other conditions.

Prior to the entering into of the NCIH Share Purchase Agreement, Skillgreat entered into four separate securities transfer agreements (the “Securities Transfer Agreements”), each of which are attached as exhibits hereto, with certain existing security holders of the Issuer (the “Sellers”) to acquire in aggregate 3,550,067 Ordinary Shares of the Issuer, in each case for US$11.40 per Ordinary Share, for a total purchase price of approximately US$40,470,763.80.  The Ordinary Shares acquired by Skillgreat from the Sellers have been acquired to enable Skillgreat to continue to be a major shareholder of the Issuer.

The Founder currently serves as the Chairman of the board of directors of the Issuer.  In this capacity, he participates in, and has the opportunity to vote on, matters that are presented to the board of directors of the Issuer, including, without limitation, any extraordinary corporate transactions and material changes to the Issuer’s capitalization, dividend policy, business or corporate structure.  Additionally, the Founder currently serves as the Chief Executive Officer of the Issuer and, in his capacity as such, supervises the overall operations of the Issuer and is responsible for assuring that all directions of the board of directors are carried into effect.

Except as set forth in this Schedule 13D or as would occur upon completion of any of the matters discussed herein, neither Reporting Person has any present plans or proposals in the capacity as a shareholder of the Issuer that relate to or that would result in any transaction, event or action specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Person may, at any time, review or reconsider their position with respect to the Issuer and reserves the right to develop such plans or proposals.

Item 5.       Interest in Securities of the Issuer

(a) and (b) The information set forth in the cover pages of this Schedule 13D and Item 2 is incorporated herein by reference. After the closing of all the transactions described in this Schedule 13D, Skillgreat will be the record owner of 8,664,378 Ordinary Shares, which includes (i) 138,850 Ordinary Shares underlying options that have been issued to Skillgreat on behalf of the Founder, (ii) 194,345 Ordinary Shares held by Skillgreat Limited for other persons and (iii) 70,313 Ordinary Shares held by Skillgreat for participants in the Issuer’s 2009 share incentive plan. The Reporting Persons expressly disclaim beneficial ownership of the 264,658 Ordinary Shares held by Skillgreat on behalf of others.

The Reporting Persons may be deemed to be members of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with NCIH with respect to the matters described in Item 4 and 6 of this Schedule 13D.  Each Reporting Person hereby disclaims beneficial ownership of the Ordinary Shares beneficially owned by NCIH, any other Reporting Person or any other person, and hereby disclaims membership in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any other Reporting Person, NCIH, or any other person. This Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially owns any Ordinary Shares of the Issuer that are beneficially owned by any other person or is a member of any a group with any other person.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Ordinary Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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(c)  Other than the transactions described in this Schedule 13D, to the best knowledge of the Reporting Persons, no transactions in the Ordinary Shares or ADSs have been effected during the past 60 days by any of the Reporting Persons.

(d)  To the best knowledge of the Reporting Persons, except for the agreements described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.

(e)  Not applicable.

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

The information set forth or incorporated by reference in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference in its entirety in this Item 6.

Under the NCIH Share Purchase Agreement, each of the Founder, Skillgreat and NCIH have agreed that it shall not, during the six months after the last closing under the NCIH Share Purchase Agreement, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares.

Upon the first closing on May 21, 2012 pursuant to the NCIH Share Purchase Agreement, the Founder, Skillgreat and NCIH entered into the Investor Rights Agreement governing the relationship of the parties with respect to their shareholdings in the Issuer.  Under the Investor Rights Agreement, the parties have agreed that for one year from the date of the Investor Rights Agreement, NCIH will vote the “Voting Shares” (as defined below) with respect to certain events in accordance with the instructions of Skillgreat.  This voting arrangement will apply to the re-election of the Founder to the board of the Issuer and the first public offering of Ordinary Shares by the Issuer after the date of the Investor Rights Agreement provided that such public offering meets certain conditions, including price and volume conditions, as set forth in the Investor Rights Agreement, which is attached hereto as Exhibit 99.3.  In addition, under the Investor Rights Agreement, neither NCIH nor its controlled affiliates may purchase a number of Ordinary Shares equal to or greater than the number of Voting Shares or a majority of the assets of the Issuer or shall acquire the Issuer by merger, scheme of arrangement, amalgamation, or consolidation, except with the written consent of Skillgreat, for a period of one year from the date of the NCIH Share Purchase Agreement.

For purposes of the Investor Rights Agreement, “Voting Shares” means the lesser of (a) all of the Ordinary Shares held by NCIH as of the record date for voting on the re-election of the Founder and the first public offering as described in the preceding paragraph and (b) that number of Ordinary Shares equal to (x) 33.4% of the total number of outstanding Ordinary Shares as of such record date minus (y) the number of Ordinary Shares beneficially owned by the Founder and his affiliates immediately after the final closing under the NCIH Share Purchase Agreement (reduced by any increase in the number of Ordinary Shares beneficially owned by the Founder and his affiliates from the final closing under the NCIH Share Purchase Agreement through such record date).

Under the Investor Rights Agreement, the Founder and Skillgreat have also agreed to cause the Issuer to nominate and recommend one candidate nominated by NCIH for election to the board of the Issuer and to vote Skillgreat’s Ordinary Shares to elect the NCIH nominee to the board.  The foregoing obligation will continue until NCIH no longer holds at least 50% of the Ordinary Shares purchased under the NCIH Share Purchase Agreement.

References to the Investor Rights Agreement set forth in this Schedule 13D are not intended to be complete, and the foregoing description of the material terms of the Investor Rights Agreement is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which has been as attached hereto as Exhibit 99.3 and which is incorporated by reference in its entirety into this Item 6.

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As described under Item 3, Skillgreat entered into four separate Securities Transfer Agreements with the Sellers to acquire in aggregate 3,550,067 Ordinary Shares of the Issuer, in each case for US$11.40 per share.  The number of Ordinary Shares acquired from each Seller is set forth below.

Seller	Number of Ordinary Shares
Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, the “Sequoia Funds”)	1,500,00
SIG China Investments One, Ltd.	1,000,000
Matrix Partners China I L.P. and Matrix Partners China I-A L.P. (collectively, the “Matrix Funds”)	1,000,000
Eagle Power Group Limited	50,067
Total	3,550,067

The Sequoia Funds and the Matrix Funds have agreed to certain lock-up restrictions in their respective Securities Transfer Agreements. References to the Securities Transfer Agreement set forth in this Schedule 13D are not intended to be complete, and the full text of each Securities Transfer Agreement, each of which is attached as an exhibit hereto, is incorporated by reference in its entirety into this Item 6.

As disclosed in the Issuer’s Annual report on Form 20-F for the year ended December 31, 2011, the Founder has been granted under the Issuer’s 2009 share incentive plan and 2010 share incentive plan options to acquire as of the date of this filing a total of 1,101,615 Ordinary Shares of the Issuer in accordance with a defined vesting schedule. The 2009 share incentive plan and the 2010 share incentive plan are filed as hereto as Exhibit 99.8 and Exhibit 99.9, respectively, to this Schedule 13D.

The Founder has provided a personal guarantee using his personal property, including his equity interest in the Issuer which he holds through Skillgreat, to secure the obligations of the Issuer’s affiliated consolidated entity under a credit facility with Bank of Beijing for RMB 100 million as disclosed in the Issuer’s Annual report on Form 20-F for the year ended December 31, 2011.  On May 19, 2012, this credit facility was increased to RMB 500 million. The guarantee agreement is filed as Exhibit 99.10 to this Schedule 13D and is incorporated by reference in its entirety into this Item 6.

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Item 7. Material to be Filed as Exhibits

Exhibit Number	Description of Exhibits
99.1	Joint Filing Agreement
99.2	Share Purchase Agreement by and among Mr. Dong Yu, Skillgreat Limited, Bona Film Group Limited and NCIH, Inc. dated May 13, 2012
99.3	Investor Rights Agreement by and among Mr. Dong Yu, Skillgreat Limited, Bona Film Group Limited and NCIH, Inc. dated May 21, 2012
99.4	Securities Transfer Agreement by and among Skillgreat Limited and the Sequoia Funds dated March 30, 2012, and the amendment thereto dated May 11, 2012
99.5	Securities Transfer Agreement by and between Skillgreat Limited and SIG China Investments One, Ltd. dated May 11, 2012
99.6	Securities Transfer Agreement by and among Skillgreat Limited and the Matrix Funds dated May 11, 2012
99.7	Securities Transfer Agreement by and between Skillgreat Limited and Eagle Power Group Limited dated May 11, 2012
99.8	Issuer’s 2009 Share Incentive Plan*
99.9	Issuer’s 20010 Share Incentive Plan*
99.10	English translation of Guarantee, dated as of September 15, 2010, between Bank of Beijing, Chaowai Branch and Mr. Dong Yu*

* Incorporated by reference to the Issuer’s Registration Statement on Form F-1 (File No. 333-170657), as amended, initially filed with the Securities and Exchange Commission on November 17, 2010.

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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: May 25, 2012
	/s/ Dong YU
	Dong YU
	SKILLGREAT LIMITED
	By:	/s/ Dong YU
	Name: Dong YU
	Title:  Authorized Signatory

EX-99.1

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 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.

[Remainder of this page has been intentionally left blank.]

SIGNATURE

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

/s/ Dong YU
Dong YU
SKILLGREAT LIMITED
By:	/s/ Dong YU
Name: Dong YU
Title:  Authorized Signatory

EX-99.2

Exhibit 99.2

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

By and Among

MR. DONG YU

SKILLGREAT LIMITED

BONA FILM GROUP LIMITED

And

NCIH, INC.

Dated as of May 13, 2012

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2012, by and among:

(1)Mr. Dong Yu, an individual (the “Founder”);

(2)Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Island and wholly owned by the Founder (the “Selling Shareholder”);

(3)Bona Film Group Limited (NASDAQ: BONA), an exempted company duly incorporated and existing under the laws of the Cayman Islands (the “Company”); and

(4)NCIH, Inc., a corporation incorporated under the laws of the State of Delaware (the “Investor”).

The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Founder, through the Selling Shareholder, beneficially owns 10,760,870 ordinary shares, par value US$0.0005 per share, of the Company (“Ordinary Shares”);

WHEREAS, the Selling Shareholder wishes to sell to the Investor, and the Investor wishes to purchase from the Selling Shareholder, an aggregate of 6,050,067 Ordinary Shares (the “Shares”), upon the terms and subject to the conditions set forth herein; and

WHEREAS, at the First Closing (as defined below), the Parties will enter into an Investor Rights Agreement in substantially the form attached hereto as Exhibit A (the “Investor Rights Agreement”);

WITNESSETH

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1Certain Definitions.  For purposes of this Agreement:

“Action” means any charge, claim, action, complaint, petition, inquiry, investigation, appeal, suit, litigation, grievance or other proceeding, whether administrative, civil, regulatory or

criminal, whether at law or in equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator or Governmental Authority.

“ADSs” means the American depository shares of the Company, each two (2) of which represent one (1) Ordinary Share.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC or New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Owned IP” means all Intellectual Property owned by the Group Companies.

“Company Registered IP” means all Intellectual Property for which registrations are owned by or held in the name of, or for which applications have been made in the name of, any Group Company.

“Company’s Incentive Plans” means the Bona Film Group Limited 2009 Stock Incentive Plan and the Bona Film Group Limited 2010 Stock Incentive Plan, each filed as an exhibit to the Company’s Registration Statement on Form F-1 (File No. 333-170657), as amended, initially filed with the SEC on November 17, 2010.

“Constitutional Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

“Contract” means, as to any Person, a contract, agreement, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise.

“Disclosure Schedule” means the disclosure schedule delivered by the Company to the Investor immediately prior to the execution of this Agreement and attached hereto as Exhibit B.

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“Encumbrance” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.

“Equity Securities” means, with respect to a Person, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exploitation” means the exhibition, distribution, reproduction, sub-distribution, transmission, display, broadcast, performance, dissemination, publication, promotion, publicizing, advertising, rental, leasing, subleasing, selling, licensing, sublicensing, transfer, disposal of, commercializing, marketing and otherwise exploiting by any and all means, methods, processes, media devices and delivery systems of every kind or character, whether now known or hereafter created.  “Exploit” means to cause the Exploitation.

“Governmental Authority” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“Governmental Order” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” means, collectively, the Company and its Subsidiaries.

“Group Company” means a member of the Group.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Intellectual Property” means any and all (i) patents and patent applications and reissues, renewals, reexaminations, continuations, continuations-in-part, divisions, substitutions, supplementary protection certificates and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, author’s rights, data rights and works of authorship (including artwork, software, computer programs, files, records and data, and related documentation), (iv) technical information, know-how, trade secrets, drawings, designs, design

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protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, (v) trade names, trade dress, trademarks, domain names, service marks, logos, business names, URLs, web sites, web pages and any part thereof, and registrations and applications therefor, the goodwill symbolized or represented by the foregoing.

“Investment Management Committee” means the Investment Management Committee of the Company.

“Last Closing” means the Closing that has last occurred under this Agreement.

“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“Liability” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued, absolute or contingent.

“Material Adverse Effect” means any circumstance, change, effect, event or occurrence that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, properties, assets (including intangible assets), Liabilities, operations, results of operations, or condition (financial or otherwise) of the Group taken as a whole, (ii) the ability of any Party to consummate the transactions contemplated by the Transaction Documents; provided, however, that in no event shall any of the following, alone or in combination, occurring after the date of this Agreement, be deemed to constitute a Material Adverse Effect pursuant to clause (i) above, nor shall any event or occurrence, occurring after the date of this Agreement, to the extent relating to or resulting from any of the following be taken into account in determining whether a Material Adverse Effect pursuant to clause (i) above has occurred or would result: (1) changes in general economic, business or geopolitical conditions, or in the financial, credit or securities markets in general (including changes in interest rates, exchange rates, stock, bond and/or debt prices); (2) changes or developments generally affecting any of the industries in which the Company or any Group Company operates; (3) changes in Laws applicable to the Company, its Subsidiaries or any of their respective properties or assets or changes in GAAP; (4) any natural or man-made disasters or acts of war (whether or not declared), sabotage or terrorism, or armed hostilities, or any escalation or worsening thereof; (5) any changes attributable to the entry into, announcement or performance of this Agreement and the transactions contemplated hereby (including compliance with the covenants set forth herein and any action taken or omitted to be taken by the Founder, the Selling Shareholder or the Company at the written request of or with the written consent of the Investor but excluding the representations in Section 3.1(c) and Section 3.2(d)); (6) any change in the market price or trading volume of the ADSs or any failure to meet internal or published projections, forecasts, budgets, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period (provided, that the facts or

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causes underlying, giving rise or contributing to any such change or failure may be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect); or (7) any shareholder litigation regarding allegations of a breach of fiduciary duty or other violation of applicable Law resulting directly from this Agreement or the transactions contemplated by this Agreement; except in the cases of clauses (1) or (2) above, to the extent that the Company and its Subsidiaries, taken as a whole, are materially and disproportionately affected thereby as compared with other participants in the industries in which the Company and its Subsidiaries primarily operate (in which case the incremental, material and disproportionate impact or impacts may be taken into account in determining whether there has been, or would reasonably be expected to have, a Material Adverse Effect).

“NASDAQ” means The NASDAQ Global Market.

“Permit” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration or record filing, operating license, qualifications, ratification, certificate, declaration or filing with, or report or notice to, or other form of permission to engage in a specific activity issued by, any Person, including any Governmental Authority.

“Permitted Encumbrances” means (i) mechanics’, carriers’, or workmen’s, repairmen’s or similar liens arising or incurred in the ordinary course of business, and (ii) liens for taxes, assessments and other governmental charges that are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“PRC Subsidiary” means any Subsidiary of the Company that is organized under the Laws of the PRC.

“Purchase Price” means the sum of the First Closing Purchase Price, the Second Closing Purchase Price, the Third Closing Purchase Price and the Fourth Closing Purchase Price.

“SAFE” means the PRC State Administration of Foreign Exchange, the Chinese foreign exchange markets regulator, and the body responsible for implementing and enforcing foreign exchange controls in the PRC.

“SAFE Circulars” means the SAFE Circular on Issues Relating to the Administration of Foreign Exchange of Company Financing through Offshore Special Purpose Vehicles and Round-Tripping Investment by PRC Residents（关于境内居民通过境外特殊目的公司融资及返程投资外汇管理相关问题的通知[汇发（2005）75号]）issued by SAFE with effect from

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November 1, 2005, and the SAFE Circular on the Issuing the Operational Rules Concerning Foreign Exchange Administration of Company Financings and Round-Tripping Investments via Overseas Special Purpose Companies by Residents in China（关于印发境内居民通过境外特殊目的公司融资及返程投资外汇管理操作规程的通知[汇发（2011）19号]）issued by SAFE with effect from July 1, 2011, as well as any applicable Laws in force from time to time which operate to restate, amend or repeal any of the aforesaid documents or any part thereof.

“SAFE Registration Requirements” means the PRC foreign exchange registration requirements pursuant to the SAFE Circulars.

“SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Securities Laws” means the Securities Act, the Exchange Act, the listing rules of, or any listing agreement with, NASDAQ and any other applicable Law regulating securities or takeover matters.

“Subsidiary “ means, with respect to any Person, (i) any corporation, limited liability company, partnership, joint venture, trust or other legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity (or profits or capital) interests or more than fifty percent (50%) of the ordinary voting power, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of a non-corporate Person, and (ii) any entity whose assets, or portions thereof, has been or should be consolidated with the net earnings of the Person and should be recorded on the books of the Person for financial reporting purposes in accordance with GAAP including FIN 46R with respect to variable interest entities.

“Tax” means (i) in the PRC: (a) any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including all net income (including enterprise income tax and individual income withholding tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other assessments, imposed in all cases by a Governmental Authority, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Governmental Authority in connection with any item described in clause (a) above, and (c) any form of transferee liability imposed by any Governmental Authority in connection with any item described in clauses (a) and (b) above and (ii) in any jurisdiction other than the PRC: all similar liabilities as described in clause (i)(a) and (i)(b) above.

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“Tax Return” means any return, report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax.

“Transaction Documents” means this Agreement, the Investor Rights Agreement, the Instrument of Transfer, and any other documents or instruments required to be executed or delivered in connection with this Agreement.

“Treasury Regulations” means the United States Treasury Regulations promulgated pursuant to the Code.

“VIE Agreements” means all of the Contracts described under the caption “Contractual Arrangements with our Affiliated Consolidated Entities” of Item 4 of the Company’s most recently filed Annual Report on Form 20-F.

“VIE Entities” means Beijing Baichuan Film Distribution Co., Ltd.（北京百川电影发行有限公司）, Bona Film Group Co., Ltd. (PRC)（博纳影业集团有限公司）and Beijing Bona Advertising Co., Ltd.（北京博纳广告有限公司）, each a limited liability company organized under the Laws of the PRC.

Section 1.2Other Defined Terms.  The following terms have the meanings set forth in the Sections set forth below:

Defined Term	Section
“Agreement”	Preamble
“Arbitration Notice”	Section 8.11(a)
“Authorization”	Section 3.1(d)
“Basket”	Section 7.4(a)
“Claimant Side”	Section 8.11(b)
“Closing”	Section 2.2(d)
“Company”	Preamble
“Company IP”	Section 3.2(k)(i)
“Dispute”	Section 8.11(a)
“FCPA”	Section 3.2(o)
“First Closing”	Section 2.2(a)
“First Closing Purchase Price”	Section 2.1(a)
“First Closing Shares”	Section 2.1(a)
“Founder”	Preamble
“Founder Indemnifying Party”	Section 7.2(a)
“Fourth Closing”	Section 2.2(d)
“Fourth Closing Purchase Price”	Section 2.1(d)
“Fourth Closing Shares”	Section 2.1(d)
“Governmental Official”	Section 3.2(o)
“HKIAC”	Section 8.11(b)
“HKIAC Rules”	Section 8.11(b)

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Defined Term	Section
“Indemnified Party”	Section 7.2(a)
“Indemnifying Party”	Section 7.2(b)
“Instrument of Transfer”	Section 2.3(a)(i)
“Investor”	Preamble
“Investor Rights Agreement”	Recitals
“Losses”	Section 7.2(a)
“Material Contracts”	Section 3.2(l)(i)
“Multiple Closings Indemnification”	Section 7.2(a)
“Ordinary Shares”	Recitals
“Party”	Preamble
“PFIC”	Section 3.2(h)(vii)
“Principal Tribunal”	Section 8.11(j)(i)
“Purchase Price”	Section 2.1(d)
“Required Permits”	Section 3.2(i)
“Respondent Side”	Section 8.11(b)
“SEC Filings”	Section 3.2(f)
“Second Closing”	Section 2.2(b)
“Second Closing Purchase Price”	Section 2.1(b)
“Second Closing Shares”	Section 2.1(b)
“Selling Shareholder”	Preamble
“Selling Shareholder Bank Account”	Section 2.5(a)(iii)
“Shares”	Recitals
“Third Closing”	Section 2.2(c)
“Third Closing Purchase Price”	Section 2.1(c)
“Third Closing Shares”	Section 2.1(c)

Section 1.3Interpretation and Rules of Construction.  References in this Agreement to gender include references to all genders, and references to the singular include references to the plural and vice versa.  The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”  The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.”  Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

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ARTICLE II
PURCHASE AND SALE

Section 2.1Purchase and Sale of Shares.

(a)Subject to the terms and conditions of this Agreement, the Selling Shareholder agrees to sell and deliver to the Investor, and the Investor agrees to purchase from the Selling Shareholder, at the First Closing (as defined below), 2,550,067 Ordinary Shares (the “First Closing Shares”), free and clear of any and all Encumbrances, at a purchase price of US$11.40 per Share for a total purchase price of US$29,070,763.80 (the “First Closing Purchase Price”).

(b)Subject to the terms and conditions of this Agreement, the Selling Shareholder agrees to sell and deliver to the Investor, and the Investor agrees to purchase from the Selling Shareholder, at the Second Closing (as defined below), 1,500,000 Ordinary Shares (the “Second Closing Shares”), free and clear of any and all Encumbrances, at a purchase price of US$11.40 per Share for a total purchase price of US$17,100,000.00 (the “Second Closing Purchase Price”).

(c)Subject to the terms and conditions of this Agreement, the Selling Shareholder agrees to sell and deliver to the Investor, and the Investor agrees to purchase from the Selling Shareholder, at the Third Closing (as defined below), 1,000,000 Ordinary Shares (the “Third Closing Shares”), free and clear of any and all Encumbrances, at a purchase price of US$11.40 per Share for a total purchase price of US$11,400,000.00 (the “Third Closing Purchase Price”).

(d)Subject to the terms and conditions of this Agreement, the Selling Shareholder agrees to sell and deliver to the Investor, and the Investor agrees to purchase from the Selling Shareholder, at the Fourth Closing (as defined below), 1,000,000 Ordinary Shares (the “Fourth Closing Shares”), free and clear of any and all Encumbrances, at a purchase price of US$11.40 per Share for a total purchase price of US$11,400,000.00 (the “Fourth Closing Purchase Price” and collectively with the First Closing Purchase Price, the Second Closing Purchase Price and the Third Closing Purchase Price, the “Purchase Price”).

Section 2.2Closings.

(a)Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the First Closing Shares pursuant to this Agreement (the “First Closing”) shall take place at the offices of Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the First Closing (other than such conditions as may, by their terms, only be satisfied on the date of the First Closing).

(b)Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Second Closing Shares pursuant to this Agreement (the “Second Closing”) shall take place at the offices of Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the Second Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Second Closing) and in any event within three (3) Business Days after the date of the First Closing.

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(c)Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Third Closing Shares pursuant to this Agreement (the “Third Closing”) shall take place at the offices of Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the Third Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Third Closing) and in any event within three (3) Business Days after the Second Closing.

(d)Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and delivery of the Fourth Closing Shares pursuant to this Agreement (the “Fourth Closing” and collectively with the First Closing, the Second Closing and the Third Closing, each a “Closing”) shall take place at the offices of Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (or at such other places as the Parties may designate in writing), as soon as possible following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article V with respect to the Fourth Closing (other than such conditions as may, by their terms, only be satisfied on the date of the Fourth Closing) and in any event within three (3) Business Days after the date of the Third Closing.

Section 2.3Closing Deliveries by the Selling Shareholder.

(a)At the First Closing, the Selling Shareholder shall deliver to the Investor:

(i)a signed instrument of transfer in the form attached hereto as Exhibit C (an “Instrument of Transfer”) for the First Closing Shares, duly executed by the Selling Shareholder;

(ii)the Investor Rights Agreement, duly executed by the Selling Shareholder;

(iii)a copy of the board resolutions (or shareholders’ resolutions if so required by the Constitutional Documents) of the Selling Shareholder approving this Agreement, the other Transaction Documents and the transactions contemplated hereunder and thereunder; and

(iv)such other documents required to be delivered by the Selling Shareholder under Section 5.2 hereof.

(b)At the Second Closing, the Selling Shareholder shall deliver to the Investor:

(i)a signed Instrument of Transfer for the Second Closing Shares, duly executed by the Selling Shareholder; and

(ii)such other documents required to be delivered by the Selling Shareholder under Section 5.2 hereof.

(c)At the Third Closing, the Selling Shareholder shall deliver to the Investor:

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(i)a signed Instrument of Transfer for the Third Closing Shares, duly executed by the Selling Shareholder; and

(ii)such other documents required to be delivered by the Selling Shareholder under Section 5.2 hereof.

(d)At the Fourth Closing, the Selling Shareholder shall deliver to the Investor:

(i)a signed Instrument of Transfer for the Fourth Closing Shares, duly executed by the Selling Shareholder;

(ii)original share certificates for the Shares sold by the Selling Shareholder duly endorsed in favor of the Investor; and

(iii)such other documents required to be delivered by the Selling Shareholder under Section 5.2 hereof.

Section 2.4Closing Deliveries by the Company.

(a)At the First Closing, the Company shall deliver to the Investor:

(i)the Investor Rights Agreement, duly executed by the Company;

(ii)the written consent in form and substance reasonably satisfactory to the Investor, duly executed by the holders of at least a majority of the Registrable Securities (as such term is defined in that certain Shareholders Agreement dated as of November 8, 2010, by and among the Company and the other parties set forth therein) outstanding immediately prior to the First Closing, acknowledging and consenting to the Company’s granting to the Investor the registration rights set forth in the Investor Rights Agreement;

(iii)a copy of the board resolutions of the Company authorizing and approving this Agreement, the other Transaction Documents and the transactions contemplated hereunder and thereunder;

(iv)a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and evidencing the First Closing Shares purchased by the Investor at the First Closing;

(v)a copy of the Company’s Register of Members as of the date of the First Closing, certified as true and accurate by the registered agent of the Company, evidencing the First Closing Shares purchased by the Investor at the First Closing; and

(vi)such other documents required to be delivered by Company under Section 5.2 hereof.

(b)At the Second Closing, the Company shall deliver to the Investor:

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(i)a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and evidencing the Second Closing Shares purchased by the Investor at the Second Closing;

(ii)a copy of the Company’s Register of Members as of the date of the Second Closing, certified as true and accurate by the registered agent of the Company, evidencing the Second Closing Shares purchased by the Investor at the Second Closing; and

(iii)such other documents required to be delivered by Company under Section 5.2 hereof.

(c)At the Third Closing, the Company shall deliver to the Investor:

(i)a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and evidencing the Third Closing Shares purchased by the Investor at the Third Closing;

(ii)a copy of the Company’s Register of Members as of the date of the Third Closing, certified as true and accurate by the registered agent of the Company, evidencing the Third Closing Shares purchased by the Investor at the Third Closing; and

(iii)such other documents required to be delivered by Company under Section 5.2 hereof.

(d)At the Fourth Closing, the Company shall deliver to the Investor:

(i)a duly executed certificate in form reasonably satisfactory to the Investor, issued in the name of the Investor and evidencing the Fourth Closing Shares purchased by the Investor at the Fourth Closing;

(ii)a copy of the Company’s Register of Members as of the date of the Fourth Closing, certified as true and accurate by the registered agent of the Company, evidencing the Fourth Closing Shares purchased by the Investor at the Fourth Closing; and

(iii)such other documents required to be delivered by Company under Section 5.2 hereof.

Section 2.5Closing Deliveries by the Investor.

(a)At the First Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:

(i)a signed Instrument of Transfer for the First Closing Shares, duly executed by the Investor;

(ii)the Investor Rights Agreement, duly executed by the Investor;

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(iii)the First Closing Purchase Price by wire transfer in immediately available funds to the bank account to be designated by the Selling Shareholder in writing to the Investor at least three (3) Business Days before the First Closing (the “Selling Shareholder Bank Account”); and

(iv)such other documents required to be delivered by the Investor under Section 5.1.

(b)At the Second Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:

(i)a signed Instrument of Transfer for the Second Closing Shares, duly executed by the Investor;

(ii)the Second Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and

(iii)such other documents required to be delivered by the Investor under Section 5.1.

(c)At the Third Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:

(i)a signed Instrument of Transfer for the Third Closing Shares, duly executed by the Investor;

(ii)the Third Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and

(iii)such other documents required to be delivered by the Investor under Section 5.1.

(d)At the Fourth Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:

(i)a signed Instrument of Transfer for the Fourth Closing Shares, duly executed by the Investor;

(ii)the Fourth Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and

(iii)such other documents required to be delivered by the Investor under Section 5.1.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1Representations and Warranties of the Founder and the Selling Shareholder.  Each of the Founderand the Selling Shareholder hereby, jointly and severally, represents and warrants to the Investor that each of the representations and warranties contained in this Section 3.1 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of each Closing, with the same effect as if made on and as of the date of such Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a)Organization, Good Standing and Qualification.  The Selling Shareholder is duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands.  The Selling Shareholder has all requisite legal and corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted, and is duly qualified to transact business in each jurisdiction in which it currently conducts and proposes to conduct business.

(b)Authority.  Each of the Founder and the Selling Shareholder has all requisite capacity, power and authority to enter into this Agreement and each other Transaction Document to which he or it is a party, to perform his or its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by the Selling Shareholder of this Agreement and each other Transaction Document to which it is a party, the performance by the Selling Shareholder of its obligations hereunder and thereunder and the consummation by the Selling Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Selling Shareholder.  Each of this Agreement and the other Transaction Documents to which the Founder or the Selling Shareholder is a party has been duly executed and delivered by the Founder and the Selling Shareholder, as applicable, and assuming due authorization, execution and delivery by the other Parties of this Agreement and other Transaction Documents, constitutes legal, valid and binding obligations of the Founder and the Selling Shareholder, enforceable against the Founder and the Selling Shareholder in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable Securities Laws, and (iv) to the extent Section 5.1 of the Investor Rights Agreement is a non-binding statement of intent by the parties thereto and shall not be enforceable against any of the parties thereto.

(c)Noncontravention.  The execution, delivery and performance by the Founder and the Selling Shareholder of this Agreement and each other Transaction Document to which he or it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) in the case of the Selling Shareholder, conflict with or violate any provision of its Constitutional Documents, (ii) conflict with or violate any applicable Law or

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any Governmental Order to which the Founder or the Selling Shareholder is subject or (iii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Founder or the Selling Shareholder is a party or by which he or it is bound or to which any of his or its assets or properties are subject, other than, in the case of clause (iii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Founder’s or the Selling Shareholder’s ability to perform his or its obligations under this Agreement or any other Transaction Document to which he or it is a party or to consummate the transactions contemplated hereby and thereby.

(d)Consents and Approvals.  The execution, delivery and performance by the Founder and the Selling Shareholder of this Agreement or each other Transaction Document to which he or it is a party,and the consummation of the transactions contemplated hereby and thereby, do not and shall not require any consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Governmental Authority or any other Person (each, an “Authorization”) to be obtained or made by the Founder or the Selling Shareholder, except (i) for such Authorizations as have already been obtained or made by the Founder or the Selling Shareholder before the date hereof, (ii) for the filing of a Schedule 13D or an amended Schedule 13G by the Founder and the Selling Shareholder with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

(e)Title.  The Shares are duly authorized, validly issued, fully paid and nonassessable.  The Selling Shareholder is the sole record owner, and the Founder is the sole beneficial owner, of the Shares, in each case free and clear of any and all Encumbrances whatsoever and with no restrictions on the rights and other incidents of record and beneficial ownership pertaining thereto (except for any restrictions on transfer under applicable Securities Laws).  The Selling Shareholder has good and marketable title to the Shares and the sole and absolute authority to transfer the Shares to the Investor pursuant to this Agreement.  The Shares shall not include any of the 194,345 Ordinary Shares and 70,313 Ordinary Shares held by the Selling Shareholder on behalf of the other shareholders of the Company and for participants in the Company’s Incentive Plans.  Upon delivery of the duly executed Instrument of Transfer for any portion of the Shares to the Investor and entry of the Investor as the holder of such portion of the Shares into the Register of Members of the Company against payment in full of the applicable portion of the Purchase Price by the Investor under Section 2.2, the Investor shall acquire good and valid title to such portion of the Shares, free and clear of all Encumbrances.  There are no outstanding options, warrants, rights (preemptive or otherwise), calls, Contracts or commitments, oral or in writing, to which the Founder or the Selling Shareholder is a party or by which the Founder or the Selling Shareholder is bound to sell any of the Shares.  Except for the transactions contemplated hereunder, neither the Founder nor the Selling Shareholder has assigned, transferred, sold, distributed, pledged or otherwise disposed of or agreed to dispose of all or any portion, or any interest in, the Shares.

(f)Non-Public Information.  Neither the Founder nor the Selling Shareholder has any material fact, condition or information not disclosed in the SEC Filings which has materially adversely affected or may materially adversely affect the business of the Group, and

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the sale of any of the Shares pursuant to this Agreement is not prompted by any material adverse information concerning any Group Company which is not disclosed in the SEC Filings.

(g)Investment Experience.  Each of the Founder and the Selling Shareholder is able to fend for himself or itself and has sufficient knowledge and experience in financial and business matters, including disposing of the Shares, and is capable of evaluating the merits and risks of the transactions contemplated hereunder.  The sale and delivery of the Shares hereunder is for his or its own account, and each of the Founder and the Selling Shareholder has independently and without reliance upon the Investor or any representative of the Investor and based on such information as each of the Founder and the Selling Shareholder has deemed appropriate in his or its independent judgment, made his or its own analysis and decision to sell the Shares pursuant to this Agreement.

(h)Brokers.  No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Founder or the Selling Shareholder.

(i)Private Resale.  The offer and sale of the Shares by the Selling Shareholder to the Investor pursuant to this Agreement is exempt from the registration requirements of the Securities Act.

(j)Disclosure.  All information and materials provided or made available to the Investor by or on behalf of the Founder and the Selling Shareholderin connection with the negotiation or execution of this Agreement and the other Transaction Documents are true and correct as of the date hereof and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Section 3.2Representations and Warranties of the Company.  Subject to such exceptions specifically disclosed in (x) any SEC Filings filed by the Company with the SEC prior to the date hereof (excluding any disclosures set forth in the SEC Filings under the headings “Risk Factors” and “Forward-Looking Statements” and any other disclosures in any other forward-looking or cautionary statements) and (y) the Disclosure Schedule, the Company hereby represents and warrants to the Investor that each of the representations and warranties contained in this Section 3.2 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of each Closing, with the same effect as if made on and as of the date of such Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a)Organization, Good Standing and Qualification.  Each Group Company is duly organized, incorporated or formed, validly existing and in good standing (with respect to the jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction of its organization, incorporation or formation.  With respect to the Subsidiaries of the Company that are variable interest entities as defined in FIN46R under GAAP and are consolidated by the Company for financial reporting purposes pursuant to the terms thereof, the Company possesses

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control over such Subsidiaries through the VIE Agreements, true and complete copies of which have been included in the SEC Filings other than as set forth on Section 3.2(a) of the Disclosure Schedule.

(b)Capitalization.  As of the date hereof, the Company has (i) 30,402,346 Ordinary Shares issued and outstanding, (ii) 2,638,000 Ordinary Shares issuable pursuant to any outstanding Equity Securities exercisable or exchangeable for, or convertible into, any capital shares of the Company or pursuant to the Company’s Incentive Plans, and (iii) 1,719,785 Ordinary Shares available for issuance under the Company’s Incentive Plans.  All of the issued and outstanding Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive and similar rights and were issued in compliance with all applicable Securities Laws and any rights of any Persons.  Other than the Company’s Incentive Plans, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Equity Securities of the Company, or Contracts by which the Company or any Subsidiary is or may become bound to issue additional Equity Securities of the Company, or securities or rights convertible or exchangeable into Equity Securities of the Company.  None of the Company or its Subsidiaries is subject to any obligation (contingent or otherwise) to purchase or otherwise acquire or retire any of its outstanding Equity Securities.  Except as disclosed in the SEC Filings and except as provided in the Investor Rights Agreement, no Person has the right to require the Company to register any Equity Securities of the Company with the SEC or any other Governmental Authority, whether on a demand or piggy-back basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person.

(c)Authority.  The Company has all requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Company.  Each of this Agreement and the other Transaction Documents to which the Company is a party has been or will be, as applicable, duly executed and delivered by the Company, and assuming due authorization, execution and delivery by the other Parties of this Agreement and other Transaction Documents, constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable Securities Laws, and (iv) to the extent Section 5.1 of the Investor Rights Agreement is a non-binding statement of intent by the parties thereto and shall not be enforceable against any of the parties thereto.

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(d)Noncontravention.  The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) conflict with or violate any provision of the Constitutional Documents of any Group Company, (ii) conflict with or violate any applicable Law or any Governmental Order to which any Group Company is subject or (iii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which any Group Company is a party or by which any Group Company is bound or to which any Group Company’s assets or properties are subject, including the VIE Agreements, other than, in the case of clause (iii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Company’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or consummate the transactions contemplated hereby and thereby.

(e)Consents and Approvals.  Except as set forth on Section 3.2(e) of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement or each other Transaction Document to which the Company is a party,and the consummation of the transactions contemplated hereby and thereby, do not and shall not require any Authorizations to be obtained or made by the Company, except (i) for such Authorizations as have already been obtained or made by the Company before the date hereof, (ii) for the filing by the Company with the SEC of a current report on Form 6-K, (iii) for the filing with the SEC of one or more registration statements in accordance with the registration rights under the Investor Rights Agreement, or (iv) as otherwise explicitly provided in this Agreement.

(f)SEC Filings.  The Company has filed, on a timely basis, all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC under the Securities Act or the Exchange Act (all of the foregoing filed prior to the date hereof collectively, the “SEC Filings”).  The SEC Filings are the only filings required of the Company pursuant to the Securities Act or the Exchange Act for the periods covered.  The Company and its Subsidiaries are engaged only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description of the business of the Company and its Subsidiaries, taken as a whole.  At the time of the filing thereof, each of the SEC Filings complied as to form with the requirements of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  The Company is subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.  As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings.  The Company satisfies the registrant requirements for the use of a registration statement on Form F-3 to register the Shares for resale by the Investor under the Securities Act.  To the Company’s knowledge, there exist no facts or circumstances (including any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that could reasonably be expected to prohibit or delay the preparation and filing of the registration statement for the resale of the Shares by the Investor contemplated by the Investor Rights Agreement.

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(g)Absence of Material Changes.  Since December 31, 2011, except as disclosed in the SEC Filings or otherwise explicitly permitted by this Agreement, there has not been:

(i)any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the Company’s most recently filed Annual Report on Form 20-F, except for changes in the ordinary course of business consistent with past practice which have not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(ii)any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the share capital of the Company, or any redemption or repurchase of any Equity Securities of the Company (other than repurchases by the Company at or below the original purchase price in connection with termination of employment);

(iii)any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company or its Subsidiaries;

(iv)any waiver, not in the ordinary course of business consistent with past practice, by the Company or any of its Subsidiaries of a material right or of a material debt owed to it;

(v)any satisfaction or discharge of any Encumbrance or payment of any Liabilities by the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice or in an amount individually or among related Liabilities below US$1,000,000;

(vi)any change or amendment to the Constitutional Documents of the Company or any of its Subsidiaries or material change to any material Contract or arrangement by which the Company or any of its Subsidiaries is bound or to which any of their respective assets or properties is subject;

(vii)any material transaction entered into by the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice;

(viii)the loss of the services of any key employee, or material change in the composition or duties of the executive officers of the Company or any of its Subsidiaries;

(ix)other event or condition of any character that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)Tax Matters.

(i)Each Group Company (A) has timely filed all material Tax Returns required to be filed by it (B) has timely paid all material Taxes required to be paid by it for which payment was due (whether or not shown on any Tax Returns) and (C) has established an adequate accrual or reserve for the payment of all material Taxes payable in respect of the periods or portions thereof that are not yet due and payable and will establish an adequate accrual

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or reserve for the payment of all material Taxes payable in respect of the periods or portion thereof through the date of such Closing.

(ii)No deficiencies for any material Tax have been threatened, claimed, proposed or assessed against any Group Company in writing.

(iii)None of the Group Companies has received from any Governmental Authority (including any sales or use tax authority) any material (A) written notice indicating an intent to open a tax audit, (B) written request for information related to Tax matters, or (C) written notice of deficiency or proposed adjustment of or any amount of Tax proposed, asserted, or assessed by any governmental authority against any Group Company.  No material Tax Return of any Group Company is under audit by any governmental authority.  No claim has ever been made by a governmental authority in a jurisdiction where any Group Company does not file Tax Returns or pay any Taxes that any Group Company is or may be required to file any such material Tax Returns or pay any material Taxes in that jurisdiction that has not been resolved.

(iv)No material Tax liens are currently in effect against any of the assets of any Group Company other than liens for Taxes not yet due and payable.  There is not in effect any waiver by any Group Company of any statute of limitations with respect to any material Taxes nor has any Group Company agreed to any extension of time for filing any material Tax Return that has not been filed.

(v)Each of the Group Companies has complied with all applicable Law relating to the withholding of material Taxes.

(vi)None of the Group Companies has any material Liability for another person (other than a Group Company) as a result of being a member of a consolidated, combined, unitary or aggregate group of companies.

(vii)The Company does not believe it is a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297(a) of the Code for the taxable year ending December 31, 2012, and does not believe that it will become a PFIC in the future under current laws and regulations.

(viii)Except as set forth on Section 3.2(h)(viii) of the Disclosure Schedule, any preferential Tax treatment enjoyed by any Group Company on or prior to the date of such Closing has been in compliance with all applicable Laws and will not be subject to any retroactive deduction or cancellation except as a result of retroactive effects of changes in the applicable Laws.

(i)Compliance with Laws; Orders and Permits.  Each Group Company has been and is in compliance in all material respects with all Laws and Governmental Orders to which such Group Company is subject or by which such Group Company’s assets or properties are bound.  Each Group Company owns, holds, possesses or lawfully uses in the operation of its business all Permits that are necessary for it to own or lease its properties and assets and conduct its business as currently conducted and as proposed to be conducted (the “Required Permits”), including the Permits for producing, co-producing, importing, distributing, exhibiting and

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otherwise Exploiting films, and all the Required Permits are in full force and effect and no cancellation or suspension of any Required Permit is pending or threatened, in each case except where such failure to own, hold, possess or lawfully use, or the suspension or cancellation of, or failure to be valid or in full force and effect of such Required Permit would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  No Group Company has been or is in material violation of any applicable Law or Governmental Order in relation to the importation, distribution, exhibition or other Exploitation of imported films into the PRC and the related film import quota systems, including films imported on a revenue-sharing basis or a buy-off basis.  Except as set forth on Section 3.2(i) of the Disclosure Schedule, each of the Founder, Mr. Hai Yu and Mr. Zhong Jiang, and any record owner of any Equity Securities of the Company who is a PRC resident under the SAFE Circulars or otherwise subject to the SAFE Registration Requirements, has fully complied with the SAFE Registration Requirements.

(j)Related Party Transactions.  Except as disclosed in the SEC Filings, none of the Affiliates, officers or directors of any Group Company is presently a party to any transaction with any Group Company (other than as holders of share options and for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any Affiliate, officer or director.  Except as disclosed in the SEC Filings, none of the Affiliates, officers or directors of the Company directly or indirectly competes with, or has any interest in any Person that, directly or indirectly, competes with, any Group Company (other than ownership of less than one percent (1%) of the stock of publicly traded companies).

(k)Intellectual Property.

(i)Each Group Company owns or otherwise has sufficient rights (including but not limited to the applicable rights of development, maintenance, licensing and/or transfer) to all Intellectual Property necessary and sufficient to conduct its business substantially as currently conducted by such Group Company (“Company IP”).  Except as would not be material to the Group, all Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied.  Except as would not be material to the Group, no Group Company, or any of its employees, officers or directors, has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting.  Except as would not be material to the Group or other than created in the ordinary course of business consistent with past practice, the Company Owned IP is free and clear of any Encumbrance, license or other Contract granting rights therein to any other Person.  No Company Owned IP is subject to any proceeding or outstanding Governmental Order in the PRC (or except as would not be material to the Group, outstanding Governmental Order elsewhere in the world) or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company or (b) may affect the validity, use or enforceability of such Company Owned IP.  Other than in the ordinary course of business consistent with past practice, no Group Company has (a) transferred or assigned any material Company IP to any Person; (b)

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authorized any Person the joint ownership with respect to any material Company IP; or (c) permitted the rights of any Group Company in any material Company IP to lapse or enter the public domain.

(ii)To the knowledge of the Company, no Group Company has violated, infringed or misappropriated in any material respect any Intellectual Property of any other Person, nor has any Group Company received any written notice alleging any of the foregoing.  To the knowledge of the Company, no Person has violated, infringed or misappropriated any material Company IP of any Group Company, and no Group Company has given any written notice to any other Person alleging any of the foregoing.

(iii)Each Group Company has taken reasonable and appropriate steps to protect, maintain and safeguard material Company IP and made all applicable filings, registrations and payments of fees in connection with the foregoing.

(l)Material Contracts.

(i)For purposes of this Agreement, “Material Contracts” means each outstanding Contract to which any Group Company is a party or to which any Group Company or any of its properties or assets is subject, which (A) is or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K under the Securities Act, (B) is a real property lease for a cinema space or (C) is a VIE Agreement.

(ii)All of the Material Contracts are valid, subsisting, in full force and effect and binding upon and enforceable against the applicable Group Company and, to the knowledge of the Company, the other parties thereto.  Each Group Company has duly performed all its obligations in all material respects under each Material Contract to the extent that such obligations to perform have accrued.  No material breach or material default, alleged breach or default, or event which would (with or without notice, lapse of time or both) constitute a material breach or material default under any of the Material Contracts by any Group Company or any other party or obligor with respect thereto, has occurred, or as a result of any Transaction Document, or the performance hereof or thereof, will occur.  No Group Company has received or given any notice regarding any such breach or default.

(m)Litigation.  There is no material Action pending or threatened against or affecting the Company, any of its Subsidiaries or any of their respective properties.  None of the Company, any of its Subsidiaries, or any director or officer thereof in his or her capacity as such director or officer or otherwise in connection with his or her role or activities with the Company or such Subsidiary, is or has been the subject of any Action involving a claim of violation of, or liability under, applicable Securities Laws, or a claim of breach of fiduciary duty.

(n)Compliance with NASDAQ Continued Listing Requirements.  The ADSs are listed on NASDAQ.  There are no Actions pending or threatened against the Company relating to the continued listing of the ADSs on NASDAQ, and the Company has not received any notice of, nor to the Company’s knowledge is there any basis for, the delisting of the ADSs from NASDAQ.

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(o)Anti-Corruption Compliance.  None of the Company or its Subsidiaries, their respective directors, officers, agents, employees or other Persons that act for or on behalf of Company or any of its Subsidiaries, authorized or made, either directly or indirectly through any third party, any gift, offer, promise, or payment of anything of value: (A) to any Governmental Official (as defined below) with the intent or purpose of (w) influencing any act or decision of such Governmental Official in his or her official capacity, (x) inducing such Governmental Official to do or omit to do any act in violation of the lawful duty of such Governmental Official, (y) securing any improper advantage for any Group Company, or (z) inducing such Governmental Official to use his or her influence with a government or instrumentality thereof, political party or international organization to affect or influence any act or decision of such government or instrumentality, political party or international organization, in order to assist any Group Company or in obtaining or retaining business for or with, or directing business to, any person, except to the extent that such conduct was expressly permitted by applicable Law; or (B) to any Person in violation of any Law against commercial or official bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”).  As used in this subsection, “Governmental Official” means (A) any employee or official of any government, including any employee or official of any entity owned or controlled by a government, (B) any employee or official of a political party, (C) any candidate for political office or his or her employee, or (D) any employee or official of an international organization.  The Company has implemented, and shall continue to implement, policies and procedures to prevent and detect violations of the FCPA and any other Law against commercial or official bribery or corruption.

(p)Investment Company.  The Company is not and, after giving effect to the transactions contemplated by the Transaction Documents, will not be, required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(q)Foreign Private Issuer.  The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

(r)U.S. Real Property.  The Company does not own any real property in the United States.

(s)Disclosure.  All information and materials provided or made available to the Investor by or on behalf of the Company in connection with the negotiation or execution of this Agreement and the other Transaction Documents are true and correct as of the date hereof and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Section 3.3Representations and Warranties of the Investor.  The Investor represents and warrants to the Founder, the Selling Shareholder and the Company that each of the representations and warranties contained in this Section 3.3 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of each Closing, with the same effect as if made on and as of the date of such Closing (unless such representation or warranty by its term

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speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).

(a)Organization, Good Standing and Qualification.  The Investor is duly organized, validly existing and in good standing under the Laws of Delaware.

(b)Authority.  The Investor has all necessary corporate or similar power and authority to enter into this Agreement and each other Transaction Document to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereunder.  The execution and delivery by the Investor of this Agreement and each other Transaction Document to which it is a party, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Investor.  Each of this Agreement and the other Transaction Documents to which it is a party has been or will be, as applicable, duly executed and delivered by the Investor, and assuming due authorization, execution and delivery by the other Parties of this Agreement and the other Transaction Documents, constitutes legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable Securities Laws, and (iv) to the extent Section 5.1 of the Investor Rights Agreement is a non-binding statement of intent by the parties thereto and shall not be enforceable against any of the parties thereto.

(c)Noncontravention.  The execution, delivery and performance by the Investor of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby or thereby, do not and shall not (i) conflict with or violate any provision of the Constitutional Documents of the Investor, (ii) conflict with or violate any applicable Law or any Governmental Order to which the Investor is subject or (iii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Investor is a party or by which any the Investor is bound or to which the Investor’s assets or properties are subject, other than, in the case of clause (iii) above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Investor’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or consummate the transactions contemplated hereby and thereby.

(d)Consents and Approvals.  The execution, delivery and performance by the Investor of this Agreement or each other Transaction Document to which the Investor is a party,and the consummation of the transactions contemplated hereby and thereby, do not and shall not require any Authorizations to be obtained or made by the Investor, except (i) for such Authorizations as have already been obtained or made by the Investor before the date hereof, (ii)

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for the filing of a Schedule 13D by the Investor with the SEC, or (iii) as otherwise explicitly provided in this Agreement.

(e)Restricted Securities.  The Investor acknowledges and understands that the Shares to be received under this Agreement have not been registered under the Securities Act and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration under the Securities Act.

(f)Accredited Investor.  The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(g)Brokers.  No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Investor.

ARTICLE IV
COVENANTS AND AGREEMENTS

Section 4.1Future Sale of Securities.  Neither the Founder nor the Selling Shareholder shall, during six (6) months after the Last Closing, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares, whether now owned or hereafter acquired by the Founder or the Selling Shareholder.  The Investor shall not, during six (6) months after the Last Closing, directly or indirectly, offer, sell, transfer, encumber or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for any ADSs or Ordinary Shares, whether now owned or hereafter acquired by the Investor.

Section 4.2Securities Compliance; Listing.  The Company shall, and each of the Founder and the Selling Shareholder shall cause the Company to, notify the SEC in accordance with the applicable Securities Laws, of the transactions contemplated by this Agreement and the other Transaction Documents, and shall take all other necessary action and proceedings as may be required or permitted by applicable Securities Laws, for the legal and valid transfer of the Shares by the Selling Shareholder to the Investor.  The Company shall, and each of the Founder and the Selling Shareholder shall cause the Company to, (a) maintain the listing of all of the ADSs on NASDAQ and (b) pay all fees and expenses in connection with satisfying the Company’s obligations under this Section 4.2.  The Company shall not, and each of the Founder and the Selling Shareholder shall cause the Company to not, take any action that would be reasonably expected to result in the delisting or suspension of the ADSs on NASDAQ.

Section 4.3Issuance of ADSs.  Upon the Investor’s written request, the Company shall, and each of the Founder and the Selling Shareholder shall cause the Company to, facilitate, and consent to (subject to compliance with the Securities Act), the deposit of any or all of the Shares by the Investor with the depositary for the issuance of ADSs in accordance with the Deposit Agreement between the Company and Deutsche Bank Trust Company Americas as depositary (as may be amended or replaced from time to time).

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Section 4.4SAFE Compliance.  As soon as reasonably practicable but no later than one-hundred eighty (180) days after the Last Closing, the Founder shall complete all of the reporting, filing and registration requirements (including filings of amendments to existing registrations) under the SAFE Circulars, and obtain a SAFE registration form with respect to the change of his indirect shareholding in the Company after the Last Closing in form and substance reasonably satisfactory to the Investor.  As soon as reasonably practicable after the First Closing, the Company shall register the Company’s Incentive Plans with SAFE in compliance with the SAFE Registration Requirements.

Section 4.5Equity Pledges under VIE Agreements.  The Company shall cause the filing of the pledges of all of the outstanding Equity Securities of Bona Film Group Co., Ltd. (PRC) (博纳影业集团有限公司)pursuant to the Amended Equity Pledge Agreements (修订的股权质押合同) dated as of June 17, 2011, by and among Beijing Bona New World Media Technology Co., Ltd. (北京博纳新天地媒体科技有限公司), the Founder and Mr. Hai Yu to be completed with the competent PRC Governmental Authority as soon as reasonably practicable but no later than ninety (90) days after the First Closing.

Section 4.6Press Release; Public Announcements and Filings.  The Company may issue a press release on or promptly after the date hereof and may furnish a current report on Form 6-K to the SEC which exhibits such press release; provided, however, the Investor shall have approved in writing such press release and Form 6-K prior to the issuance or filing thereof.  The Company shall also be entitled to file a copy of this Agreement and the Investor Rights Agreement as an exhibit to its annual report on Form 20-F.  Each of the Investor and the Founder shall be entitled to file a copy of this Agreement and the Investor Rights Agreement as an exhibit to its Schedule 13D filing or his amended Schedule 13G filing, respectively, with the SEC with respect to the transactions contemplated hereunder to the extent required by applicable Law; provided, however, the Founder shall provide a copy of the amended Schedule 13G to the Investor for review a reasonable period of time before making the filing thereof and shall consider in good faith any comments or changes that the Investor may propose or suggest.  No other written public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of (a) the Company, with respect to any public release or announcement by the Founder, the Selling Shareholder or the Investor, or (b) the Investor, with respect to any public release or announcement by the Company, in which case the Company and the Investor shall issue such public release or announcement jointly, except as such release or announcement may be required by Law or the rules or regulations of any applicable securities exchange, in which case the Company or the Investor, as applicable, shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

Section 4.7Use of Names.

(a)Except as otherwise required by applicable Law or applicable stock exchange regulation, none of the Founder, the Selling Shareholder or the Company shall use, directly or indirectly, the Investor’s name or the name of any of the Affiliates of the Investor in

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any advertisement, announcement, press release or other similar communication without the prior written consent of the Investor.

(b)Except as otherwise required by applicable Law or applicable stock exchange regulation, the Investor shall not use, directly or indirectly, the Company’s name or the name of any of the Affiliates of the Company in any advertisement, announcement, press release or other similar communication without the prior written consent of the Company.

Section 4.8United States Tax Matters.

(a)The Company shall not elect to be treated as an entity other than a corporation for United States federal income tax purposes.

(b)Upon the Investor’s reasonable request, the Company shall reasonably cooperate with the Investor, and provide the Investor with all information reasonably available to the Company or any other Group Company, to permit the Investor to (i) accurately prepare its tax returns and comply with any reporting requirements as a result of such determination; (ii) determine whether any Group Company is or has been a PFIC for United States federal income tax purposes and to determine the consequences to the Investor of such status; and (iii) make or cause to be made and maintain any and all United States federal income tax elections that may be advisable in the Investor’s reasonable discretion related to the investment in the Company, including without limitation a “qualified electing fund” election under Section 1295 of the Code.

(c)The Company shall use reasonable efforts to comply and to cause each of the other Group Companies to comply with all record-keeping, reporting, and other reasonable requests that are necessary for the Company and the other Group Companies to allow the Investor to comply with any applicable United States federal income tax Laws, including, without limitation, the filing of Internal Revenue Service Form 5471; provided that, in the Company’s reasonable judgment, such compliance would not subject the Company or any other Group Company to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Company or any other Group Company.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1Conditions to Obligations of the Selling Shareholder.  The obligations of the Selling Shareholder to consummate the transactions contemplated by this Agreement and each other Transaction Document to which the Selling Shareholder is a party to be consummated at each Closing are subject to the satisfaction on or prior to such Closing of the conditions set forth below unless waived in writing by the Selling Shareholder.

(a)Representations and Warranties.  All representations and warranties made by the Investor in Section 3.3 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of such Closing and (ii) that are qualified as to “materiality” shall be true and correct as of such Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

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(b)Performance of Obligations.  The Investor shall have performed or complied in all material respects with all obligations and covenants required to be performed by it under this Agreement and the other Transaction Documents prior to or as of such Closing.

(c)No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Company or any of its Subsidiaries to dispose of all or a material portion of the business or assets of the Company or any of its Subsidiaries as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d)Compliance Certificate.  The Investor shall have delivered to the Selling Shareholder a certificate, executed by an authorized signatory of the Investor, dated as of the date of such Closing, certifying that the conditions set forth in Section 5.1(a) and Section 5.1(b) have been satisfied.

(e)Consents.  The Investor shall have obtained any and all Authorizations necessary or appropriate for consummation of the purchase of that portion of Shares and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the date of such Closing, all of which shall be in full force and effect.

(f)Transaction Documents.  The Investor shall have executed and delivered each of the Transaction Documents to which it is a party.

(g)Other Closing Deliveries.  The Investor shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.5.

Section 5.2Conditions to Obligations of the Investor.  The obligations of the Investor to consummate the transactions contemplated by this Agreement and each other Transaction Document to which the Investor is a party to be consummated at each Closing are subject to the satisfaction on or prior to such Closing of the conditions set forth below unless waived in writing by the Investor.

(a)Representations and Warranties.  All representations and warranties made by the Founder, the Selling Shareholder and the Company in Section 3.1 and Section 3.2 (i) that are not qualified as to “materiality” shall be true and correct in all material respects as of such Closing and (ii) that are qualified as to “materiality” shall be true and correct as of such Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date.

(b)Performance of Obligations.  Each of the Founder, the Selling Shareholder and the Company shall have performed or complied in all material respects with all obligations and covenants required to be performed by such Party under this Agreement and the other Transaction Documents prior to or as of such Closing.

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(c)No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would (i) substantially delay the consummation in any material aspect of such transactions, (ii) compel the Company or any of its Subsidiaries to dispose of all or a material portion of the business or assets of the Company or any of its Subsidiaries as a result of the consummation of such transactions, or (iii) render any Party unable to consummate such transactions.

(d)No Material Adverse Effect.  There shall not have been any change, event, circumstance, development, condition or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e)Compliance Certificate.  Each of the Selling Shareholder and the Company shall have delivered to the Investor a certificate, executed by an authorized signatory of such Party, dated as of the date of such Closing, certifying that the conditions set forth in Section 5.2(a), Section Section 5.2(b) and Section 5.2(d) applicable to such Party have been satisfied.

(f)Consents.  Each of the Selling Shareholder and the Company shall have obtained any and all Authorizations necessary or appropriate for consummation of the sale of that portion of Shares and the consummation of the other transactions contemplated by the Transaction Documents to be consummated on or prior to the date of such Closing, all of which shall be in full force and effect.

(g)No Suspension.  No stop order or suspension of trading shall have been imposed by NASDAQ, the SEC or any other Governmental Authority with respect to public trading in the ADSs.

(h)Legal Opinions.  The Investor shall have received from each of (i) Conyers Dill & Pearman, the offshore counsel for the Company, an opinion, dated as of the First Closing, in substantially the form attached hereto as Exhibit D, and (ii) Han Kun Law Offices, the PRC counsel for the Company, an opinion, dated as of the First Closing, in substantially the form attached hereto as Exhibit E.

(i)Transaction Documents.  Each of the Founder, the Selling Shareholder and the Company shall have executed and delivered each of the Transaction Documents to which such Party is a party.

(j)Investor Nominee.  Effective as of the First Closing, the Company shall appoint Jack Qunyao Gao, a designee of the Investor, as a non-voting observer of the Board and the Investment Management Committee, to attend all meetings of the Board and all meetings of the Investment Management Committee in a non-voting observer capacity.

(k)Other Closing Deliveries.  Each of the Founder, the Selling Shareholder and the Company shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.3 and Section 2.4.

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ARTICLE VI
TERMINATION

Section 6.1             Termination.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time prior to any Closing:

(a)           by the mutual written consent of the Selling Shareholder and the Investor;

(b)           by either the Selling Shareholder or the Investor, upon written notice to the other Party or Parties, if any Governmental Authority shall have issued any Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Governmental Order shall have become final and nonappealable;

(c)           by the Investor in the event of any material breach of any representation, warranty, covenant or agreement of any other Party contained herein and the failure of such other Party to cure such breach within seven (7) days after receipt of notice from the Investor requesting such breach to be cured; or

(d)           by the Selling Shareholder in the event of any material breach of any representation, warranty, covenant or agreement of the Investor contained herein and the failure of the Investor to cure such breach within seven (7) days after receipt of notice from the Selling Shareholder requesting such breach to be cured.

Section 6.2             Notice of Termination.  Any Party desiring to terminate this Agreement pursuant to Section 6.1 shall give written notice of such termination to the other Parties.

Section 6.3             Effect of Termination.  In the event of termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become null and void and there shall be no Liability on the part of any Party except for this Section 6.3 and Article VII and Article VIII, each of which shall survive termination; provided, however, nothing herein shall relieve any Party from Liability for any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement occurring prior to such termination.

ARTICLE VII
INDEMNIFICATION

Section 7.1             Survival of Representations, Warranties, Covenants and Agreements.  Notwithstanding any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of any representation or warranty made by or on behalf of the Parties, all representations and warranties contained in this Agreement, the other Transaction Documents or any certificate delivered in connection herewith and therewith shall be deemed to be material and to have been relied upon by the Parties.  All such representations and warranties shall survive the Last Closing and remain in full force and effect until the first (1st) anniversary of the date of the Last Closing; provided, however, (a) the representations and warranties set forth in Sections 3.1(i), 3.1(j), 3.2(f), 3.2(i), 3.2(k), 3.2(o) and 3.2(s) shall survive the Last Closing and remain in full force and effect until the third (3rd) anniversary of the date of the Last Closing, and (b) the representations and

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warranties set forth in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e), 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(h) shall survive the Last Closing and remain in full force and effect until the expiration of the applicable statute of limitations; provided, further, such expiration shall not affect the rights of any Indemnified Party under Article VII or otherwise to seek recovery of Losses arising out of any fraud, willful breach or intentional misrepresentation.  If a claim for indemnification has been timely made pursuant to Section 7.5, such representation and warranty shall continue to survive and be fully effective and enforceable until a final and non-appealable order or judgment of a court of competent jurisdiction.  The covenants and agreements of any Party contained in this Agreement shall survive the Last Closing until they are terminated, whether by performance thereof, their express terms or as a matter of applicable Law.

Section 7.2             Indemnification.

(a)           Each of the Founder and the Selling Shareholder (each, a “Founder Indemnifying Party”) shall, jointly and severally, indemnify and hold the Investor and its directors, officers, employees, Affiliates, agents, assigns and transferees (each, an “Indemnified Party”) harmless from and against any Liabilities, judgments, fines and expenses of any kind or nature whatsoever, including any investigative, legal and other expenses and any amounts paid in settlement suffered or incurred by any Indemnified Party (the “Losses”) resulting from, arising out of or in connection with: (i) any inaccuracy or breach of any representation or warranty of any Founder Indemnifying Party contained in this Agreement, any other Transaction Document or any certificate delivered by or on behalf of any Founder Indemnifying Party in connection herewith or therewith; (ii) any breach of any covenant or agreement of any Founder Indemnifying Party contained in this Agreement, any other Transaction Document or any certificate delivered by and on behalf of any Founder Indemnifying Party in connection herewith or therewith; (iii) any Tax Liability of any Founder Indemnifying Party that such Founder Indemnifying Party is obligated to pay, or withhold from the Purchase Price paid to the Selling Shareholder for the Shares, arising out of the transactions contemplated by this Agreement; and (iv) the purchase and sale of the Shares being structured and split into the multiple Closings under Article II other than any Losses resulting from any change in the market price of the ADSs during the period of the multiple Closings (the “Multiple Closings Indemnification”).

(b)           Each of the Founder, the Selling Shareholder and the Company (each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold the Indemnified Parties harmless from and against any Losses resulting from, arising out of or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in this Agreement, any other Transaction Document or any certificate delivered by or on behalf of the Company in connection herewith or therewith; (ii) any breach of any covenant or agreement of the Company contained in this Agreement, any other Transaction Document or any certificate delivered by and on behalf of the Company in connection herewith or therewith; (iii) any failure by any PRC Subsidiary to fully contribute to the government sponsored employee benefit plans such PRC Subsidiary is required to be participate in under PRC Law, including social insurance funds (including the pension contribution plan, medical insurance plan, unemployment insurance plan, work-related injury insurance plan and maternity insurance plan) and housing provident funds; (iv) any non-compliance with the pre-screening advertising requirements under applicable PRC Law; and (v) the Multiple Closings Indemnification.

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(c)           Notwithstanding Section 7.2(a) and Section 7.2(b), none of the Indemnifying Parties shall be liable under this Agreement for any punitive, incidental or consequential damages, unless such punitive, incidental or consequential damages are awarded against an Indemnified Party in a third-party claim.

Section 7.3             Materiality Determination.

(a)           Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, for purposes of the indemnification provisions in Section 7.2, any determination of whether any breach of a representation or warranty has occurred under this Agreement shall be made in strict accordance with the terms of the relevant representation or warranty, taking into account any and all “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained therein.

(b)           Once a breach is determined to have occurred in accordance to Section 7.3(a), for the purpose of determining the amount of Losses resulting from such breach, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty shall in each case be disregarded and not be given effect (as if such standard or qualification were deleted from such representation or warranty).

Section 7.4             Limitations.

(a)           Notwithstanding anything to the contrary in this Agreement, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) the Multiple Closings Indemnification, (i) an Indemnified Party shall not be entitled to indemnification pursuant to Section 7.2 unless and until the total amount of the Losses incurred by all Indemnified Parties exceeds the amount equal to (x) the total Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event the Indemnified Parties shall be entitled to receive indemnification of the full amount of the Losses (including, for the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses must exceed Twenty-Five Thousand Dollars (US$25,000)), and (ii) the aggregate Liability of the Indemnifying Parties to the Indemnified Parties for indemnification under Section 7.2 shall be limited to the total Purchase Price received by the Selling Shareholder under Section 2.5.

(b)           The amount of any Losses incurred by any Indemnified Party shall be reduced by the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policies with respect to such Losses in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, (ii) any deductible associated therewith to the extent paid and (iii) any corresponding increase in insurance premiums or other chargebacks resulting from, arising out of, or in connection with, insurance payments for the Losses.  Such Indemnified Party shall use commercially reasonable efforts to effect any such recovery.

(c)           For the avoidance of doubt, any Liability under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, and no

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Indemnified Party shall be entitled to recover the same Losses or obtain payment, reimbursement or restitution for the same expenses more than once in respect of any inaccuracy or breach of any provision of this Agreement.

Section 7.5             Notice of Claims; Procedures.  If any Indemnified Party makes any claim against any Indemnifying Party for indemnification under this Article VII, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim.  If the Indemnifying Party does not notify the Indemnified Party in writing within twenty (20) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim.  In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) Business Days after receipt from the Indemnified Party of such claim or demand, indicating whether the Indemnifying Party intends to assume the defense of the claim or demand.  If the Indemnifying Party assumes the defense, the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party has not consented in writing.  If the Indemnifying Party elects not to assume the defense or fails to make such an election within the twenty (20) Business Day period, or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

ARTICLE VIII
GENERAL PROVISIONS

Section 8.1             Further Assurances.  Each Party agrees that it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any other Party in order to effectuate the transactions contemplated hereby.

Section 8.2             Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 8.3             Entire Agreement.  This Agreement and the other Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

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Section 8.4             Assignment.  Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Parties, except that the Investor may assign all or any of its rights and obligations hereunder without consent to any of its Affiliates or any permitted transferee of the Shares.  Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 8.5             Amendment; Waiver.  No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties.  The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 8.6             Specific Performance.  The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 8.7             No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

Section 8.8             Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses, whether or not any Closing shall have occurred.

Section 8.9             Notices.  Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate by ten (10) days’ advance written notice to the other Parties given in accordance with this Section 8.9).  Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused).  Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier the notice, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused).  Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

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(a)If to the Founder or the Selling Shareholder:

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
Attention:      Dong Yu
E–mail:           yudong@bonafilm.cn

with copies to (which shall not constitute notice):

Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
Attention:      Chris Lin
Facsimile:       (+852) 2869-7694
E–mail:           clin@stblaw.com

(b)If to the Company:

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
Attention:      Dong Yu
E–mail:           yudong@bonafilm.cn

(c)If to the Investor:

News Corporation
1211 Avenue of the Americas
New York, New York 10036
Attention:      Janet Nova
Facsimile:       +1 (212) 852-7214
E–mail:           jnova@newscorp.com

with copies to (which shall not constitute notice):

O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025
Attention:      Sam Zucker, Esq.
Facsimile:       +1 (650) 473-2601
E–mail:           szucker@omm.com

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Section 8.10           Governing Law.  This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

Section 8.11           Dispute Resolution.

(a)           Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Parties.

(b)           The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.  There shall be one (1) arbitrator.  There shall be one arbitrator agreed to by the Parties, and if they cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three arbitrators shall be appointed.  In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “Claimant Side”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “Respondent Side”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator.  The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator.  The third arbitrator shall be the presiding arbitrator.  The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c)           The arbitral proceedings shall be conducted in English.  To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.11, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 8.11 shall prevail.

(d)           Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e)           The arbitration shall be conducted in private.  Each Party agrees 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 the Parties otherwise agree in writing.

(f)            The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

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(g)           The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h)           Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i)            During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(j)            The Parties to this Agreement agree to the consolidation of arbitrations under the Transaction Documents in accordance with the following:

(i)            In the event of two or more arbitrations having been commenced under any of the Transaction Documents, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (A) there are issues of fact and/or law common to the arbitrations, (B) the interests of justice and efficiency would be served by such a consolidation, and (C) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise.  Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(ii)           The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly.  All Parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(iii)          If the Principal Tribunal makes an order for consolidation, it: (A) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (B) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (C) may also give such directions as it considers appropriate (x) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 8.11); and (y) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

(iv)          Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the

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consolidation order.  Such cessation is without prejudice to (A) the validity of any acts done or orders made by such arbitrators before termination, (B) such arbitrators’ entitlement to be paid their proper fees and disbursements and (C) the date when any claim or defence was raised for the purpose of applying any limitation period or any like rule or provision.

(v)           The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 8.11 where such objections are based solely on the fact that consolidation of the same has occurred.

Section 8.12           Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Share Purchase Agreement to be executed as of the date first written above by their respective duly authorized representative.

FOUNDER:
By:	/s/ Dong Yu
	Name:	Dong Yu
SELLING SHAREHOLDER:
SKILLGREAT LIMITED
By:	/s/ Dong Yu
	Name:	Dong Yu
	Title:	Authorized Signatory
COMPANY:
BONA FILM GROUP LIMITED
By:	/x/ Peixin Xu
	Name:	Peixin Xu
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the Parties have caused this Share Purchase Agreement to be executed as of the date first written above by their respective duly authorized representative.

INVESTOR:
NCIH, INC.
By:	/s/ Janet Nova
	Name:	Janet Nova
	Title:	Senior Vice President

EXHIBIT A

FORM OF INVESTOR RIGHTS AGREEMENT

EXHIBIT B

DISCLOSURE SCHEDULE

EXHIBIT C

FORM OF INSTRUMENT OF TRANSFER

EXHIBIT D

FORM OF OFFSHORE LEGAL OPINION

EXHIBIT E

FORM OF PRC LEGAL OPINION

EX-99.3

Exhibit 99.3

INVESTOR RIGHTS AGREEMENT

By and Among

MR. DONG YU

SKILLGREAT LIMITED

BONA FILM GROUP LIMITED

And

NCIH, INC.

Dated as of May 21, 2012

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2012, by and among:

(1)Mr. Dong Yu, an individual (the “Founder”);

(2)Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Island and wholly owned by the Founder (the “Selling Shareholder”);

(3)Bona Film Group Limited (NASDAQ: BONA), an exempted company duly incorporated and existing under the laws of the Cayman Islands (the “Company”); and

(4)NCIH, Inc., a corporation incorporated under the laws of the State of Delaware (the “Investor”).

The Founder, the Selling Shareholder, the Company and the Investor are sometimes herein referred to each as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Founder, the Selling Shareholder, the Company and the Investor have entered into a Share Purchase Agreement dated as of May 13, 2012 (the “Share Purchase Agreement”), pursuant to which the Investor has agreed to purchase from the Selling Shareholder, and the Selling Shareholder has agreed to sell to the Investor, an aggregate of 6,050,067 ordinary shares, par value US$0.0005 per share, of the Company (“Ordinary Shares”); and

WHEREAS, it is a condition to the closing of the transactions contemplated by the Share Purchase Agreement that the Parties enter into this Agreement to set forth certain rights and obligations of the Investor;

WITNESSETH

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1             Certain Defined Terms.  For purposes of this Agreement:

“ADSs” means the American depository shares of the Company, each two (2) of which represent one (1) Ordinary Share.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the PRC or New York.

“Closing” has the meaning set forth in the Share Purchase Agreement.

“Company’s Incentive Plans” means the Bona Film Group limited 2009 Stock Incentive Plan and the Bona Film Group limited 2010 Stock Incentive Plan, each filed as an exhibit to the Company’s Registration Statement on Form F-1 (File No. 333-170657), as amended, initially filed with the SEC on November 17, 2010.

“Competitor” means any Person listed on Schedule 1 attached hereto.

“Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by Contract or otherwise.

“Effective Date” means, with respect to any Registration Statement, the earlier of (i) the ninetieth (90th) day following the Filing Date, (ii) in the event the Registration Statement receives a “full review” by the SEC, the one hundred twentieth (120th) day following the Filing Date, or (iii) the date which is within three (3) Business Days after the date on which the SEC informs the Company the (x) the SEC will not review a Registration Statement or (y) the Company may request the acceleration of the effectiveness of a Registration Statement and the Company makes such request.

“Equity Securities” means, with respect to a Person, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Filing Date” means the thirtieth (30th) day following the delivery of a Demand Notice or such later date as specified in the Demand Notice.

“GAAP” means the United States generally accepted accounting principles.

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“Governmental Authority” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“Governmental Order” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” means, collectively, the Company and its Subsidiaries.

“Group Company” means a member of the Group.

“Holder” means any Person who holds Registrable Securities or any assignee of record of such Registrable Securities to whom rights under Article III have been duly assigned in accordance with this Agreement.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Intellectual Property” means any and all (i) patents and patent applications and reissues, renewals, reexaminations, continuations, continuations-in-part, divisions, substitutions, supplementary protection certificates and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, author’s rights, data rights and works of authorship (including artwork, software, computer programs, files, records and data, and related documentation), (iv) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, (v) trade names, trade dress, trademarks, domain names, service marks, logos, business names, URLs, web sites, web pages and any part thereof, and registrations and applications therefor, the goodwill symbolized or represented by the foregoing.

“Investment Management Committee” means the Investment Management Committee of the Company.

“Last Closing” has the meaning set forth in the Share Purchase Agreement.

“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“Merger” means merger, scheme of arrangement, amalgamation, or consolidation.

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“Permit” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration or record filing, operating license, qualifications, ratification, certificate, declaration or filing with, or report or notice to, or other form of permission to engage in a specific activity issued by, any Person, including any Governmental Authority.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the islands of Taiwan.

“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405.

“Record Date” means the record date set by the Board with respect to a Voting Event pursuant to the applicable Securities Laws and the Constitutional Documents of the Company.

“Register,” “Registered” and “Registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement.

“Registrable Securities” means: (i) any and all Ordinary Shares purchased by the Investor under the Share Purchase Agreement, and (ii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, in exchange for or in replacement of, all such Ordinary Shares described in this clause (i); provided, however, Registrable Securities shall cease to be Registrable Securities upon the earlier of (A) when, with respect to any Holder of Registrable Securities, in the reasonable opinion of counsel to the Company, all Registrable Securities proposed to be sold by such Holder may then be sold pursuant to Rule 144 without any restriction and (B) the date as of which a Registration Statement covering resale of such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement.

“Registrable Securities Then Outstanding” means the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding.

“Registration Statement” means any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,

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including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Rule 144” means Rule 144 promulgated by the SEC under the Securities Act , as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 405” means Rule 405 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Subsidiary” means, with respect to any Person, (i) any corporation, limited liability company, partnership, joint venture, trust or other legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity (or profits or capital) interests or more than fifty percent (50%) of the ordinary voting power, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of a non-corporate Person, and (ii) any entity whose assets, or portions thereof, has been or should be consolidated with the net earnings of the Person and should be recorded on the books of the Person for financial reporting purposes in accordance with GAAP including FIN 46R with respect to variable interest entities.

“VIE Entities” means Beijing Baichuan Film Distribution Co., Ltd.（北京百川电影发行有限公司）, Bona Film Group Co., Ltd. (PRC)（博纳影业集团有限公司）and Beijing Bona Advertising Co., Ltd.（北京博纳广告有限公司）, each a limited liability company organized under the Laws of the PRC.

“Voting Shares” means the lesser of (a) all of the Ordinary Shares held by the Investor as of the Record Date and (b) that number of Ordinary Shares equal to (x) 33.4% of the total number of outstanding Ordinary Shares as of the Record Date minus (y) the number of Ordinary Shares beneficially owned by the Founder and his Affiliates immediately after the Last Closing; provided, however, the number of Voting Shares calculated pursuant to paragraph (y) shall be reduced to the extent of any increase in the number of Ordinary Shares beneficially owned by the Founder and his Affiliates from the Last Closing through the Record Date.

Section 1.2             Definitions.  The following terms have the meanings set forth in the Sections set forth below:

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Defined Term	Section
“Agreement”	Preamble
“Arbitration Notice”	Section 7.10(a)
“Company”	Preamble
“Company IP”	Section 5.2
“Demand Notice”	Section 3.1(a)
“Dispute”	Section 7.10(a)
“Effective Period”	Section 3.1(a)
“FCPA”	Section 6.4
“First Qualified Offering”	Section 6.5
“Founder”	Preamble
“HKIAC”	Section 7.10(b)
“HKIAC Rules”	Section 7.10(b)
“Investor”	Preamble
“Investor Group Members”	Section 2.1(b)
“Investor IP”	Section 5.2
“Investor Nominee”	Section 2.3(a)
“Investor Observer”	Section 2.2(a)
“Investor VP”	Section 2.1(a)
“Offer Notice”	Section 4.1(a)
“Ordinary Shares”	Recitals
“Party”	Preamble
“Potential Project”	Section 5.1
“Principal Tribunal”	Section 7.10(j)
“Pro Rata Share”	Section 4.1(b)
“Re-Election”	Section 6.5
“Selling Shareholder”	Preamble
“Share Purchase Agreement”	Recitals
“Violation”	Section 3.6(a)
“Voting Event”	Section 6.5

Section 1.3             Interpretation and Rules of Construction.  References in this Agreement to gender include references to all genders, and references to the singular include references to the plural and vice versa.  The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”  The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.”  Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

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ARTICLE II
INVESTOR VICE-PRESIDENT; INVESTOR OBSERVER; INVESTOR NOMINEE

Section 2.1             Investor Vice-President.

(a)           From the date hereof, and to the extent permitted by applicable Law and the rules of the principal stock exchange or inter-dealer quotation system on which the ADSs are then traded or listed, the Investor shall have the right to designate and appoint, by written notice to the Company, one (1) Vice President of the Company, responsible for assisting in the development of any Potential Project as described more fully in Article V (the “Investor VP”), which designee shall be reasonably acceptable to the Company.

(b)           For so long as the Investor, together with its Affiliates (collectively the “Investor Group Members” and each, an “Investor Group Member”), continues to hold at least 50% of the Ordinary Shares purchased by the Investor under the Share Purchase Agreement, if, as a result of death, disability, retirement, resignation, removal or otherwise, the Investor VP is unable to perform his or her duties, the Investor may designate and appoint, by written notice to the Company, a replacement Investor VP; provided, however, the replacement Investor VP designated pursuant to this Section 2.1(b) must be reasonably acceptable to the Company and, without the consent of the Company, shall not include any individual who is then a director, officer or employee of a Competitor or its Affiliates.

(c)           The Company shall effect the designation and appointment made pursuant to Section 2.1(a) or Section 2.1(b) as promptly as reasonably practicable but in no event later than one (1) month after receipt of the written notice from the Investor.

Section 2.2             Investor Observer.

(a)           From the date hereof and for so long as the Investor Nominee is not elected to or ceases to serve on the Board pursuant to Section 2.3, and to the extent permitted by applicable Law and the rules of the principal stock exchange or inter-dealer quotation system on which the ADSs are then traded or listed, the Investor shall have the right to designate one (1) non-voting observer (the “Investor Observer”) to the Board and the Investment Management Committee.  The initial Investor Observer shall be Jack Qunyao Gao (or another designee of the Investor reasonably acceptable to the Company).  The Investor Observer shall receive copies of notices, consents and minutes provided to the directors of the Company, and shall be invited to attend all board meetings.

(b)           For so long as the Investor Group Members continue to hold at least 50% of the Ordinary Shares purchased by the Investor under the Share Purchase Agreement, if, as a result of death, disability, retirement, resignation, removal or otherwise, the Investor Observer is unable to attend meetings of the Board and the Investment Management Committee, the Investor may designate a replacement Investor Observer; provided, however, the replacement Investor Observer designated pursuant to this Section 2.2(b) must be reasonably acceptable to the Board and, without the consent of the Board, shall not include any individual who is then a director, officer or employee of a Competitor or its Affiliates.

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(c)           Immediately after an Investor Nominee is duly elected to the Board pursuant to Section 2.3, the right of the Investor to designate the Investor Observer shall suspend until and unless no Investor Nominee continues to serve on the Board, in which case the Investor shall be entitled to designate the Investor Observer pursuant to this Section 2.2.

Section 2.3             Investor Nominee.

(a)           Within four (4) months after the date hereof, and to the extent permitted by applicable Law and the rules of the principal stock exchange or inter-dealer quotation system on which the ADSs are then traded or listed, the Investor shall have the right to nominate one (1) candidate (the “Investor Nominee”) for election to the Board and appointment as a member of the Investment Management Committee.  The initial Investor Nominee shall be Jack Qunyao Gao (or another designee of the Investor reasonably acceptable to the Company).

(b)           For so long as the Investor Group Members continue to hold at least 50% of the Ordinary Shares of the Company purchased by the Investor under the Share Purchase Agreement, if, as a result of death, disability, retirement, resignation, removal or otherwise, the Investor Nominee is unable to serve on the Board and the Investment Management Committee, the Investor may designate a replacement Investor Nominee and the Board shall elect or appoint, as applicable, such person to the Board and the Investment Management Committee; provided, however, the replacement Investor Nominee designated pursuant to this Section 2.3(b) must be reasonably acceptable to a majority of the remaining members of the Board (or nominating committee thereof) and, without the consent of the Board (or nominating committee thereof), shall not include any individual who is then a director, officer or employee of a Competitor or its Affiliates.

(c)           At each applicable annual, special or other meeting (or written consent in lieu of a meeting) of the shareholders of the Company in which the directors of the Company are to be elected, the Company shall, and the Founder and the Selling Shareholder shall cause the Company to, nominate and recommend for election the Investor Nominee to serve as a member of the Board, including soliciting proxies in favor of the election of the Investor Nominee.

(d)           The Investor Nominee shall be entitled to at least the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board.  The Company shall, upon the election of the Investor Nominee or replacement Investor Nominee, as the case may be, enter into an Indemnification Agreement in the same form as applicable to the other members of the Board with such Investor Nominee.

(e)           Notwithstanding the foregoing, the Company shall obtain and maintain directors’ and officers’ liability insurance with terms and conditions approved by the Board and no less favorable than insurance obtained by, similarly valued NASDAQ-listed companies in the United States, and the Investor Nominee or the replacement Investor Nominee, as the case may be, shall be entitled to the directors’ and officers’ liability insurance effective upon his or her

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election to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board.

(f)            At any annual, special or other meeting (or written consent in lieu of a meeting) of shareholders of the Company in respect of the election of directors of the Company, the Selling Shareholder shall, and the Founder shall cause the Selling Shareholder to, (i) vote the Ordinary Shares owned or controlled by the Selling Shareholder to elect the Investor Nominee to serve as a member of the Board, and (ii) not initiate or support any proxy process or contest to remove or replace the Investor Nominee or take any similar action.

ARTICLE III
REGISTRATION RIGHTS

Section 3.1             Demand Registration.

(a)           If at any time after the date hereof, the Company receives a written notice from the Holder(s) of at least a majority of the Registrable Securities (the “Demand Notice”), the Company shall, on or prior to the Filing Date, prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.  Such Registration Statement shall be on Form F-3 (or, if Form F-3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities).  The Company shall use its best efforts (i) to cause such Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, but in any event prior to the Effective Date, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”).  The Company shall telephonically request the effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 5:00 p.m. Eastern Time on the Effective Date.  The Company shall not be required to (A) take any action to effect any registration pursuant to this Section 3.1(a) after the Company has effected three (3) registrations pursuant to this Section 3.1(a) and each registration has been declared effective or (B) effect more than one (1) registration pursuant to this Section 3.1(a) in any six-month period to the extent the Company has not suspended use of the Registration Statement or Prospectus therein pursuant to Section 3.1(d); provided, however, the Holders shall not be subject to the restrictions on registration set forth in (A) and (B) above upon any breach by the Company or any of its Subsidiaries of the obligations under Section 6.4 or commencement by any Governmental Authority of an investigation into the Company or any of its Subsidiaries for any corruption or bribery allegation.

(b)           If the Company is unable to Register all of the Registrable Securities for resale under Rule 415 due to limits imposed by the SEC’s interpretation of Rule 415, the Company will file a Registration Statement under the Securities Act with the SEC covering the resale by the Holders of such lesser amount of the Registrable Securities as the Company is able to Register pursuant to the SEC’s interpretation of Rule 415 and use its best efforts to have such Registration Statement declared effective as promptly as possible and, when permitted to do so

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by the SEC, to file subsequent Registration Statement(s) under the Securities Act with the SEC covering the resale of any Registrable Securities that were omitted from previous Registration Statement(s) and use its best efforts to have such registration declared effective as promptly as possible thereafter.  In furtherance of the Company’s obligations set forth in the preceding sentence, the Parties agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effective Date of the latest Registration Statement filed pursuant to Section 3.1(a) or Section 3.1(b), as applicable, or (y) the date on which all Registrable Securities Registered on all of the prior Registration Statements filed pursuant to Section 3.1(a) or Section 3.1(b) are sold, that the Company shall file, within thirty (30) days following the date of receipt of such written notice, an additional Registration Statement Registering all Registrable Securities that were omitted from the initial Registration Statement.

(c)           The Company shall pay all expenses associated with each registration (other than underwriting discounts and commissions related to the sale of Registrable Securities), including all registration and filing fees, printing, duplicating, word processing, facsimile and delivery expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel representing all Holders participating in the registration, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).  Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 3.1(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Then Outstanding to be Registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities Then Outstanding agree to forfeit their right to one (1) corresponding registration pursuant to Section 3.1(a); provided, however, if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 3.1(a).  All underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities pursuant to this Agreement shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered.

(d)           In the event that, in the reasonable judgment of the Company, it is advisable to suspend use of a Registration Statement or Prospectus therein due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify the Holders in writing to such effect, and, upon receipt of such notice, the Holders shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement or Prospectus until the Holders have received copies of a supplemented or amended Prospectus or until the Holders are advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.  Notwithstanding

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anything to the contrary herein, the Company shall not exercise its rights under the preceding sentence to suspend sales of Registrable Securities for a period in excess of forty-five (45) consecutive calendar days during any 12-month period; provided, however, no suspension period may begin until at least twelve (12) months have passed since any previous suspension period.

Section 3.2             Piggyback Registrations.

(a)           If the Company proposes to file a Registration Statement under the Securities Act for its own account or the account of others under the Securities Act of any of its Equity Securities (including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (i) any employee benefit plan or (ii) a corporate reorganization, merger or acquisition), then the Company shall notify all Holders in writing at least thirty (30) calendar days prior to such filing and will afford each such Holder an opportunity to include in such Registration Statement all or any part of the Registrable Securities then held by such Holder.  Each Holder wishing to include in any such Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement.  If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include its Registrable Securities in any subsequent Registration Statement that may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b)           If a Registration Statement under which the Company gives notice under this Section 3.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities.  In such event, the right of any such Holder to include its Registrable Securities in a registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected by the Company for such underwriting.  Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated: (1) first, the Equity Securities to which the Company proposes to sell for its own account, (2) second, the Registrable Securities requested by the Holders to be included in such registration, pro rata among the Holders thereof requesting inclusion in such registration on the basis of the number of securities requested to be included by all such Holders, and (3) third, any other Equity Securities of the Company requested to be included.

(c)           With respect to a Registration Statement initiated by the Company for its own account, the Company shall have the right to terminate or withdraw such registration anytime prior to the effectiveness of the Registration Statement, whether or not any Holder has elected to include Registrable Securities in such registration.

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Section 3.3             Obligations of the Company.  Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as possible:

(a)           prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its best efforts to cause a Registration Statement that Registers such Registrable Securities to become effective, and keep such Registration Statement effective until all of the Registrable Securities have been disposed of;

(b)           prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective for the Effective Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement;

(c)           furnish to the Holders such number of copies of a Prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(d)           notify in writing the Holders and their counsel (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and (iv) of the existence of any fact or the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Rule 405;

(e)           use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;

(f)            use its best efforts to Register and qualify the securities covered by such registration statement under such other securities Laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.3(f) or to file a general consent to service of process in any such jurisdictions;

(g)           in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing

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underwriter(s) of such offering;

(h)           immediately notify each Holder of Registrable Securities covered by such Registration Statement, at any time prior to the end of the Effective Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(i)            furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Registration Statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders of Registrable Securities Then Outstanding requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities, and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders of Registrable Securities Then Outstanding requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;

(j)            use its best efforts to list such Registrable Securities on each securities exchange on which the Ordinary Shares (including American depositary shares representing the Ordinary Shares) are then listed; and

(k)           provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the Effective Date.

Section 3.4             Furnish Information.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.1 or Section 3.2 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be reasonably required to timely effect the registration of their Registrable Securities.

Section 3.5             Review by Counsel.  In connection with the preparation and filing of each Registration Statement Registering Registrable Securities under the Securities Act, each Holder of Registrable Securities and counsel for such Holder shall be permitted to review such Registration Statement, each Prospectus included therein or filed with the SEC, and each

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amendment thereof or supplement thereto a reasonable period of time (but not less than ten (10) Business Days) prior to their filing with the SEC.

Section 3.6             Indemnification.

(a)           By the Company.  The Company shall indemnify and hold harmless each Holder, its officers, directors, employees, members, partners, and advisors and their respective Affiliates, each underwriter, broker or any other Person acting on behalf of such Holder and each other Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act or the Exchange Act against all losses, claims, damages, liabilities, or actions joint or several (or actions in respect thereof), to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) any omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities Law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, officer, director, employee, member, partner, and advisor and their respective Affiliates, each underwriter, broker or any other Person acting on behalf of such Holder or controlling Person for any legal or other expenses reasonably incurred by them in connection with defending any such loss, claim, damage, liability or action; provided, however, the indemnity agreement contained in this Section 3.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such foregoing Person.

(b)           By the Selling Holders.  Each selling Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each other Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against all losses, claims, damages or liabilities (joint or several) to which the Company or any such foregoing Person may become subject under the Securities Act, the Exchange Act or other federal or state Law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such foregoing Person in connection with defending any such loss, claim, damage, liability or action; provided, however, the indemnity agreement contained in

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this Section 3.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Holder (which consent shall not be unreasonably withheld); provided, further, the total amounts payable in indemnity by a Holder under this Section 3.6(b) and Section 3.6(d) in respect of any Violation shall not exceed the net proceeds actually received by such Holder upon the sale of the Registrable Securities out of which such Violation arises.

(c)           Notice.  Promptly after receipt by an indemnified party under this Section 3.6of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 3.6.

(d)           Contribution.  If the indemnification provided for in this Section 3.6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable Law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of Law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, in no event shall any contribution by a Holder hereunder, when combined with the amounts paid or payable by such Holder pursuant to Section 3.6(b) hereof, exceed the net proceeds actually received by such Holder upon the sale of the Registrable Securities out of which such Violation arises.

(e)           Survival.  The obligations of the Company and Holders under this Section 3.6 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

Section 3.7             Rule 144 Reporting.  With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC which may at any time permit

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the Holders to sell Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a)           make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b)           file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)           furnish to each Holder upon request, as long as such Holder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act and (B) a copy of the most recent periodic report of the Company and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration (at any time after the Company has become subject to the reporting requirements of the Exchange Act).

Section 3.8             No Additional Registration Rights.  After the date hereof, the Company shall not, without first obtaining the written consent of the Holder or Holders of a majority of the Registrable Securities Then Outstanding, grant registration rights on terms more favorable than the registration rights granted pursuant to this Article III.

ARTICLE IV
PARTICIPATION RIGHTS

Section 4.1             Participation Rights.

(a)           Subject to Section 4.2, if the Company proposes to offer or sell any Equity Securities, the Company shall notify the Investor in writing of such offer or sale by delivering a written notice (the “Offer Notice”), stating the number and type of such Equity Securities to be offered and the price, terms and conditions upon which the Company proposes to offer or sell such Equity Securities.

(b)           By written notification to the Company within thirty (30) days after receipt of the Offer Notice, the Investor has the right, but not the obligation, at its sole option, to purchase or otherwise acquire, at the price and on the terms and conditions specified in the Offer Notice, its Pro Rata Share of the Equity Securities to be offered by the Company.  For purposes of this Section 4.1, the term “Pro Rata Share” shall mean a fraction, (x) the numerator of which is the number of Ordinary Shares held by the Investor on the date of the Offer Notice and (y) the denominator of which is the total number of outstanding Ordinary Shares on the date of the Offer Notice calculated assuming the full conversion and exercise of all outstanding convertible and exercisable securities of the Company.

Section 4.2             Exceptions.  Section 4.1 shall not apply to the following issuances or grants by the Company:

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(a)           the issuance or grant of Equity Securities of the Company pursuant to the Company’s Incentive Plans;

(b)           the issuance of Equity Securities of the Company as a dividend or distribution to holders of Ordinary Shares approved by the Board pursuant to the Constitutional Documents of the Company and in compliance with applicable Law;

(c)           the issuance of Equity Securities pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement approved by the Board;

(d)           the issuance of Equity Securities to banks, equipment lessors or other financial institutions pursuant to a debt financing or commercial leasing transaction approved by the Board; and

(e)           the issuance of Equity Securities to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board.

ARTICLE V
COOPERATION

Section 5.1             Cooperation of Parties.  Subject to the terms and conditions set forth in this Agreement, the Company and the Investor agree that the Company and an Investor Group Member will explore the potential possibilities for partnership opportunities with respect to one or more of the following projects between the Company and the Investor Group Member (each, a “Potential Project”).  The Company and the Investor Group Member may, at such time (if any) as they may mutually agree to move forward, enter into formal documentation and obtain applicable regulatory and third-party consents and approvals, among other things, in relation to a Potential Project.

(a)           The Investor Group Member will explore opportunities to assist the Company in film production or film distribution outside the PRC in order to help the Company obtain greater access to non-PRC film markets and non-PRC film distribution channels.

(b)           The Investor Group Member will explore opportunities to assist the Company in acquiring access to foreign writers, directors, star talent, or their agents or other representatives and other persons with technical expertise for the Company to hire in order to help the Company expand its own film production capabilities.

(c)           After foreign studios or investors are permitted under PRC law to enter the PRC film market, upon the Investor Group Member’s request and subject to compliance with any applicable governmental regulatory restrictions and regulations, the Company will explore opportunities to assist the Investor Group Member in film production or film distribution in the PRC in order to help the Investor Group Member obtain greater access to the PRC film market and PRC film distribution channels.

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(d)           Subject to the obtaining of regulatory approvals by the PRC government authorities, the Company and the Investor Group Member will explore the possibilities of jointly opening flagship movie theaters in the PRC.

(e)           The Company and the Investor Group Member will explore opportunities relating to digital media.

Section 5.2             Non-Binding; No Rights Granted.  Section 5.1 is a non-binding statement of intent by the Parties and shall not be enforceable against any of the Parties hereto.  For the avoidance of doubt, in connection with any Potential Project, unless the Parties expressly agree in writing or otherwise pursuant to a fully executed definitive agreement: (i) all the Intellectual Property owned by or licensed to the Investor Group Member (collectively “Investor IP”) and all of the confidential information of the Investor Group Member shall remain the property of the Investor Group Member and nothing herein shall give the Company, the Founder or the Selling Shareholder any right, title or interest in any Investor IP or confidential information of the Investor Group Member; and (ii), all the Intellectual Property owned by or licensed to the Company and its Subsidiaries (collectively “Company IP”) and all of the confidential information of Company shall remain the property of the Company and/or its Subsidiaries, as applicable, and nothing herein shall give the Investor Group Member any right, title or interest in any Company IP or confidential information of the Company.  Each Party agrees that it will use the Intellectual Property of the other Party or Parties only with the prior written consent of such other Party or Parties or a fully-executed definitive agreement.  This Section 5.2 will survive termination or expiration of this Agreement.

ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1             VIE Agreements; Subsidiaries.  Each of the Founder, the Selling Shareholder and the Company shall ensure that each party to the relevant VIE Agreements fully perform such party’s obligations thereunder and carry out the terms and the intent of the VIE Agreements.  If any of the VIE Agreements becomes illegal, void or unenforceable under PRC Laws after the date hereof, each of the Founder, the Selling Shareholder and the Company shall devise and implement a feasible alternative legal structure which gives effect to the intentions of the parties to the VIE Agreements and the economic arrangement thereunder as closely as possible.  The Company at all times control the operations of each Subsidiary and be permitted to properly consolidate the financial results for each Subsidiary in the consolidated financial statements of the Company prepared under GAAP.

Section 6.2             Compliance with Laws.  For so long as Investor holds any Ordinary Share, the Company shall, and each of the Founder, the Selling Shareholder and the Company shall cause each Group Company to, be in compliance with all applicable Laws and obtain, make and maintain all Permits from the relevant Governmental Authority or other Person required in respect of the due and proper establishment and operations of each Group Company as currently conducted in accordance with applicable Laws.

Section 6.3             Social Insurance Benefits.  Without limiting the effect of the provisions of Section 6.2, each of the Founder, the Selling Shareholder and the Company shall cause each

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Group Company to fully contribute, after the date hereof, for each employee of such Group Company the amount to the various government sponsored employee benefit plans, including social insurance funds (including the pension contribution plan, medical insurance plan, unemployment insurance plan, work-related injury insurance plan and maternity insurance plan) and housing provident funds required under applicable Law.

Section 6.4             FCPA Compliance.  For so long as the Investor Nominee serves as a member of the Board, if the Investor requests in writing that the Company or any of its Subsidiaries implement any policies or procedures that are reasonably intended for the purpose of complying with the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), the Company or such Subsidiary shall, within sixty (60) days after receipt of such request, implement such policies or procedures unless the Company in good faith determines that such policies or procedures are not commercially reasonable, in which case the company shall, within sixty (60) days after receipt of such request, implement alternative policies or procedures that can achieve the purpose of complying with the FCPA and have been approved in writing by the Investor.

Section 6.5             Voting Agreement.  Until the one (1) year anniversary of the date hereof, the Investor agrees that (a) it shall vote the Voting Shares in accordance with the instructions of the Selling Shareholder with respect to the First Qualified Offering (as defined below) and the re-election of the Founder to the Board (the “Re-Election” and together with the First Qualified Offering, each a “Voting Event”), and (b) except with the written consent of the Selling Shareholder, neither the Investor nor its controlled Affiliates shall purchase a number of Ordinary Shares equal to or greater than the number of Voting Shares or a majority of the assets of the Company or shall acquire the Company by Merger.  For purposes of this Agreement, the “First Qualified Offering” means the first public offering of Ordinary Shares by the Company after the date hereof, provided that (i) such public offering shall be for fund-raising purposes only and not for purposes of, or in connection with, any Merger, tender or exchange offer, asset purchase, other acquisition, or licensing or leasing transaction; (ii) the price per Ordinary Share sold in the such public offering shall be no less than US$11.40 (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like); and (iii) the number of Ordinary Shares issued and sold by the Company in such public offering shall be no more than thirty percent (30%) of the Ordinary Shares outstanding immediately prior to the consummation thereof.

ARTICLE VII
MISCELLANEOUS

Section 7.1             Further Assurances.  Each of the Parties agrees that he or it shall, from time to time on or after the date hereof, do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any Party in order to effectuate the transactions contemplated hereby.

Section 7.2             Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms

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and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 7.3             Entire Agreement.  This Agreement and the other Transaction Documents (as defined in the Share Purchase Agreement), together with all schedules and exhibits hereto and thereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

Section 7.4             Assignment.  Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Parties, except that the Investor may assign all or any of its rights and obligations hereunder without consent to any of its Affiliates or any permitted transferee of the Registrable Securities.  Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 7.5             Amendment; Waiver.  No modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the Parties.  The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 7.6             Specific Performance.  The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 7.7             No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided under this Agreement.

Section 7.8             Notices.  Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by courier service, fax, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate by ten (10) days’ advance written notice to the other Parties given in accordance with this Section 7.8).  Where a notice is given personally, delivery shall be deemed to have been effected on receipt (or when delivery is refused).  Where a notice is sent by courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending through an internationally-recognized courier the notice, with a confirmation of delivery, and to have been effected on receipt (or when delivery is refused).  Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly

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addressing, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid if sent during normal business hours of the recipient on a Business Day thereof and otherwise on the next Business Day thereof.

(a)           If to the Founder or the Selling Shareholder:

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
Attention:      Dong Yu
E–mail:           yudong@bonafilm.cn

with copies to (which shall not constitute notice):

Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
Attention:      Chris Lin
Facsimile:       (+852) 2869-7694
E–mail:           clin@stblaw.com

(b)           If to the Company:

Bona Film Group Limited
11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District
Beijing 100025, People’s Republic of China
Attention:      Dong Yu
E–mail:           yudong@bonafilm.cn

(c)           If to the Investor:

News Corporation
1211 Avenue of the Americas
New York, New York 10036
Attention:      Janet Nova
Facsimile:       +1 (212) 852-7214
E–mail:           jnova@newscorp.com

with copies to (which shall not constitute notice):

O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025
Attention:      Sam Zucker, Esq.

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Facsimile:       +1 (650) 473-2601
E–mail:           szucker@omm.com

Section 7.9             Governing Law.  This Agreement shall be governed by and construed under the Laws of the State of New York, without regard to principles of conflict of Laws thereunder.

Section 7.10           Dispute Resolution.

(a)           Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Parties.

(b)           The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.  There shall be one (1) arbitrator.  There shall be one arbitrator agreed to by the Parties, and if they cannot so agree on such arbitrator within ten (10) Business Days of the commencement of the arbitration proceedings, three arbitrators shall be appointed.  In such case, one arbitrator shall be nominated by the Party or Parties, as the case may be, commencing the arbitration proceedings (the “Claimant Side”), and one arbitrator shall be nominated by the respondent or respondents, as the case may be, to the proceedings (the “Respondent Side”), and if either the Claimant Side or the Respondent Side shall fail to nominate its arbitrator, the HKIAC shall appoint such arbitrator.  The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC shall appoint the third arbitrator.  The third arbitrator shall be the presiding arbitrator.  The Parties shall use commercially reasonable efforts to appoint arbitrators who are qualified to practice law in the State of New York.

(c)           The arbitral proceedings shall be conducted in English.  To the extent that the HKIAC Rules are in conflict with the provisions of this Section 7.10, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 7.10 shall prevail.

(d)           Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party.

(e)           The arbitration shall be conducted in private.  Each Party agrees 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 the Parties otherwise agree in writing.

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(f)            The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(g)           The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of the State of New York (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(h)           Any Party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(i)            During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(j)            The Parties to this Agreement agree to the consolidation of arbitrations under the Transaction Documents in accordance with the following:

(i)            In the event of two or more arbitrations having been commenced under any of the Transaction Documents, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (A) there are issues of fact and/or law common to the arbitrations, (B) the interests of justice and efficiency would be served by such a consolidation, and (C) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise.  Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(ii)           The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly.  All Parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(iii)          If the Principal Tribunal makes an order for consolidation, it: (A) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (B) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (C) may also give such directions as it considers appropriate (x) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 7.10); and (y) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

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(iv)          Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the consolidation order.  Such cessation is without prejudice to (A) the validity of any acts done or orders made by such arbitrators before termination, (B) such arbitrators’ entitlement to be paid their proper fees and disbursements and (C) the date when any claim or defence was raised for the purpose of applying any limitation period or any like rule or provision.

(v)           The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 7.10 where such objections are based solely on the fact that consolidation of the same has occurred.

Section 7.11           Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Parties have caused this Investor Rights Agreement to be executed as of the date first written above by their respective duly authorized representative.

FOUNDER:
By:	/s/ Dong Yu
	Name:	Dong Yu
SELLING SHAREHOLDER:
SKILLGREAT LIMITED
By:	/s/ Dong Yu
	Name:	Dong Yu
	Title:	Authorized Signatory
COMPANY:
BONA FILM GROUP LIMITED
By:	/s/ Peixin Xu
	Name:	Peixin Xu
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the Parties have caused this Investor Rights Agreement to be executed as of the date first written above by their respective duly authorized representative.

INVESTOR:
NCIH, INC.
By:	/s/ Janet Nova
	Name:	Janet Nova
	Title:	Senior Vice President

EX-99.4

Exhibit 99.4

EXECUTION VERSION

SECURITIES TRANSFER AGREEMENT

THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of March 30th, 2012by and among:

(1)SKILLGREAT LIMITED(the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and

(2)Each of the Sellers whose names are set forth on Exhibit A hereto (individually, a “Seller” and collectively, the “Sellers”).

Each of the Purchaser and the Sellers is hereinafter referred to as a “Party” and collectively the “Parties”.

RECITALS

A.The Sellerscollectively own of recordand beneficially 3,146,362 ordinary shares, par value US$0.0005 per share (“Ordinary Shares”), of Bona Film Group Limited (NASDAQ: BONA) (the “Company”), a company duly incorporated and existing under the laws of the Cayman Islands. ,.

B.The Purchaser desires to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, an aggregate of 1,500,000 Ordinary Shares in accordance with the terms and conditions of this Agreement.

AGREEMENT

The Parties hereby agree as follows:

1.Purchase and Sale of Ordinary Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), each Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from eachSeller, that number of Ordinary Shares set forth opposite such Seller’s name on Exhibit A hereto (“Securities”), free and clear of any and all encumbrances, at a purchase price of US$11.00 per Ordinary Share, for a total purchase price of US$16,500,000 in cash (the “Transfer Price”).

2.Closing.  Subject to satisfaction or waiver of all conditions set forth in Sections 4 and 5, the closing of the purchase and sale of the Securities (the “Closing”) shall take place at the office of the Company at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China on or prior to April 30, 2012 (the “Long Stop Date”), or at such other time and place as the Purchaser and the Sellers shall agree in writing.  The date of the Closing is hereinafter referred to as the “Closing Date”.

2.1Delivery.  Subject to the terms and conditions of this Agreement, at the Closing,each Seller shall, or shall cause the Company to, deliver to the Purchaser (i) duly executed instruments of transfer effecting the sale of the Securities owned by that Seller; and (ii)

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all other documents (if any) as may be required to give title of the Securities to the Purchaser and to enable the Securities and the Ordinary Shares represented by such Securities to be registered in the name of the Purchaser with effect from the Closing Date.

2.2Payment of the Transfer Price.  Subject to the terms and conditions of this Agreement, at the Closing, the portion of Transfer Price payable to each Seller shall be paid by thePurchaser by wire transfer of immediately available funds to the bank account of such Seller, provided that the wiring instruction shall be provided by each Seller to the Purchaser at least three (3) days prior to the Closing Date.

2.3Simultaneous Actions on the Closing Date.  The Purchaser shall not be obligated to complete the sale and purchase of any Securities unless each Seller complies with all of its obligations under this Section 2 and the sale and purchase of all of the Securities owned by each Seller is completed simultaneously.

2.4Taxes.  Each Party hereto shall be responsible for the payment of its own Taxes, whether occurred in PRC or outside PRC, under the applicable Laws.

3.Representation and Warranties.

3.1Representation and Warranties of the Sellers.Each Seller herebyrepresents and warrants tothe Purchaser, as of the date hereof and the Closing Date, as follows:

3.1.1Such Seller has been duly organized and is validly existing as a limited partnership, in good standing under the laws of its jurisdiction of organization.

3.1.2Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto,.  Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”).The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person.  Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances

3.1.3Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of suchSeller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto,has been taken or will be taken prior to the Closing.

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3.1.4This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of suchSeller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.1.5The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) result in a violation of such Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement).

3.1.6No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder.

3.1.7As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company.

3.1.8Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith.  The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement.  Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

3.2Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Sellers as follows:

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3.2.1The Purchaser has been duly organized and is validly existing as a limited partnership, in good standing in its jurisdiction of organization.

3.2.2The Purchaser has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of the Purchaser necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement has been taken or will be taken prior to the Closing.

3.2.3This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by each Seller, is a valid and binding obligation of the Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.2.4The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Purchaser or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement).

3.2.5Except for a Schedule 13D required to be filed by the Purchaser and certain of its affiliates with the United States Securities and Exchange Commission, no consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereunder.

3.2.6The Purchaser hereby acknowledges and understands that the Securities to be received under this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Securities to be received under this Agreement are being sold in reliance upon one or more exemptions from registration contained in the Securities Act, and that theSellers’ reliance on such exemptions is based in part upon the representations made by the Purchaser in this Agreement.

3.2.7The Purchaser hereby represents to theSellers that the Purchaser is acquiring theSecurities solely forits own account and not for offer or sale in connection with, the unregistered “distribution” of all or any part of the Securitieswithin the meaning of the Securities Act.  The Purchaser does not have a present intention to sell the Securities and, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the

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Securitiesto or through any person or entity; provided, however, that by making the representations herein, the Purchaser is not agreeing to hold the Securitiesfor any minimum or other specific term and reserves the right to dispose of the Securitiesat any time in accordance with federal and state securities laws applicable to such disposition.

3.2.8As of the date hereof, the Purchaser has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the purchase of the Securities by the Purchaser pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company.

4.Conditions to the Purchaser’s Obligations at the Closing.

The obligation of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment, to the satisfaction of the Purchaser, or waiver by the Purchaser, on or prior to the Closing, of the following conditions:

4.1Representations and Warranties True and Correct. The representations and warranties made by each Seller herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing Date with the same force and effect as if they had been made on and as of such date.

4.2Performance of Obligations. Each Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.3Approvals, Consents, Waivers and Registrations.  The Company and each Seller shall have obtained or completed any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

4.4No Laws and Injunctions.  On the Closing Date, there shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

4.5Financing. The Purchaser shall have obtained, on terms and conditions satisfactory to it, the financing it deems necessary in order to close the transactions contemplated herein.

5.Conditions to each Seller’s Obligations at the Closing.

The obligation of each Seller to sell the Securities at the Closing is subject to the fulfillment, to the satisfaction of suchSeller on or prior to the Closing, of the following conditions:

5.1Representations and Warranties True and Correct. The representations and warranties made by the Purchaser herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing Date with the same force and

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effect as if they had been made on and as of such date (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

5.2Performance of Obligations. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

5.3Approvals, Consents, Waivers and Registrations.  TheCompany and the Purchaser shall have obtained any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

5.4No Laws and Injunctions.  On the Closing Date, there shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

6.Covenants

6.1Securities Compliance.The Sellers and the Purchaser shall and shall cause the Company to notify the United States Securities and Exchange Commission in accordance with its rules and regulations, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid transfer of the Securitiesby the Sellers to the Purchaser.

6.2Future Sale of Shares.  Each Seller undertakes that during a period of six (6) months from the Closing Date, it shall not directly or indirectly, offer, sell or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares in the public market, whether now owned or hereafter acquired by it.

6.3No-Shop.  From the execution of this Agreement until the earlier of the Closing or the Long Stop Date, none of the Sellers shall solicit any interest or entertain any inquiries from, have discussions with, or provide any information to, any third party relating to sale, offer, pledge or other disposal of any ADSs or Ordinary Shares.  For the avoidance of doubt, each Seller may sell, offer or otherwise dispose of the ADSs or Ordinary Shares (other than the Securities or Ordinary Shares evidenced by the Securities) held by it in the public market before the Closing Date.

6.4Confidentiality.  The terms and conditions described in this Agreement, including its existence shall be confidential information and shall not be disclosed to any third party, unless required by applicable law or any relevant securities exchange, regulatory authority or governmental agency or to any Party’s counsels and advisors that are under similar confidentiality obligations.  If any Party hereto determines that it is required by law to disclose information regarding this Agreement or to file this Agreement with any relevant securities exchange, regulatory authority or governmental agency, it shall, to the extent practicable, within a reasonable time before making any such disclosure or filing, consult with the other Parties regarding such disclosure or filing and, to the extent possible, seek confidential treatment for such portions of the disclosure or filing as may be requested by the other Parties.

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6.5Financing. The Purchaser shall use its reasonable efforts to obtain, on terms and conditions satisfactory to it, the financing it deems necessary in order to close the transactions contemplated herein.

7.Survival of Representations and Warranties; Indemnity

7.1Survival of Representations and Warranties.The respective representations and warranties made by each Seller and Purchaser contained in this Agreement shall survive the Closing.

7.2Indemnity.Each Party hereby agrees to severally, and not jointly, indemnify and hold harmless the other Party and the other Party’s affiliates and its and their respective officers, directors, employees, agents, representatives and attorneys against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses incurred by each indemnified person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such indemnified person or whether incurred by such indemnified person in any action or proceeding between the indemnifying person and such indemnified person or between such indemnified person and any third party) to which any such indemnified person may become subject, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon any breach by such Party of any representation, warranty or agreement made by such Party contained in this Agreement.

8.Miscellaneous.

8.1Governing Law.  This Agreement shall be governed in all respects by the laws of the Hong Kong.

8.2Arbitration.

8.2.1Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally settled exclusively by arbitration.  The arbitration shall be conducted under the auspice of the Hong Kong International Arbitration Center (“HKIAC”) in accordance with the UNCITRAL Arbitration Rules in effect at the time of the arbitration, except as they may be modified by mutual agreement of the Parties.  The arbitration shall be conducted in the English language.

8.2.2The arbitration shall be conducted by three arbitrators.  The Party (or the Parties, acting jointly, if there are more than one) initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other Party (or the other Parties, acting jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing.  If within 30 days of receipt of the Request by the Respondent, either Party has not appointed an arbitrator, then that arbitrator shall be appointed by the HKIAC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within 30 days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a Party to appoint, within 30 days after the HKIAC has notified the Parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the Party failing to appoint.  When the third arbitrator has accepted the

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appointment, the two arbitrators making the appointment shall promptly notify the Parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the Parties within the time period prescribed above, then the HKIAC shall appoint the third arbitrator and shall promptly notify the Parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.

8.2.3The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the Party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

8.2.4The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the HKIAC, the Parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by applicable law or the rules of any applicable security exchange.

8.2.5The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.

8.2.6Notwithstanding this Section 7.2 or any other provision to the contrary in this Agreement, no Party shall be obligated to follow the foregoing arbitration procedures where such Party intends to apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against any other Party, provided there is no unreasonable delay in the prosecution of that application.

8.3Amendments.  No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by all parties hereto.

8.4Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby.  This Agreement supersedes all prior agreements, understandings, negotiations and representations between the Parties with respect to such transactions.

8.5Amendment; Waiver.  Subject to applicable law, this Agreement may be amended, modified and supplemented by a written instrument authorized and executed on behalf of the Parties hereto at any time prior to the Closing with respect to any of the terms contained herein.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving.  Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any

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such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

8.6Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

8.7Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

8.8Further Assurances.  Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by the other Parties, before or after the Closing, in order to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

8.9Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne by the Party incurring such expenses.  Any attorney’s, accountant’s, financial advisory’s, broker’s or finder’s fees shall be paid by the Party contracting for the same.

8.10Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by personal delivery or sending by registered or certified mail or an overnight courier service, proof of delivery requested, or sent by telecopy, to the following addresses:

8.10.1If to the Purchaser, to it at:

Skillgreat Limited
c/o Yu Dong, Bona Film Group Limited 11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District
Beijing 100025, People’s Republic of China

Attention:Yu Dong
Telephone:+86 10 6552 6858
Facsimile:+86 10 6552 6155

8.10.2If to Sellers, to them at:

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
Suite 2215, 22/F
Two Pacific Place
88 Queensway Road
Hong Kong
Attention:Wendy Kok

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Telephone:+852 2501 8989
Facsimile:+852 2501 5249

or to such other person or address as a party shall specify by notice in writing to the other parties.  All such notices, requests, demands, waivers and communications shall be deemed to have been given on the date of personal receipt or proven delivery or, in the case of notice by telecopier, when receipt thereof is confirmed by telephone.

8.11Assignability.  This Agreement shall not be assigned by any Seller or the Purchaser without the prior written consent of the Purchaser or Sellers, respectively.

8.12No Third Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and indemnified persons (who shall be third party beneficiaries of the indemnification provisions contained herein) hereunder, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Purchaser:

SKILLGREAT LIMITED

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

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Sellers:

SEQUOIA CAPITAL CHINA I, L.P.

SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P.

SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P.

By:	Sequoia Capital China Management I, L.P.
	A Cayman Islands Exempted Limited partnership
	General Partner of Each
By:	SC China Holding Limited
	A Cayman Islands limited liability company
	Its General Partner
By:	/s/ Kok Wai Yee
Name:	Kok Wai Yee
Title:	Authorized Signatory

Exhibit A

List of Sellers

Seller	Ordinary Shares to be transferred	Transfer Price
SEQUOIA CAPITAL CHINA I, L.P.	1,181,400	US$	12,995,400
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P.	135,750	US$	1,493,250
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P.	182,850	US$	2,011,350
Total	1,500,000	US$	16,500,000

AMENDMENT

Reference is made to that certain Securities Transfer Agreement dated March 30, 2012 (the “Agreement”), between Skillgreat Limited and the paries set forth in Exhibit A thereto.  Capitalized terms used in this amendment and not otherwise defined shall have the meanings set forth in the Agreement.

Each of the undersigned, being the parties to the Agreement, hereby agrees to amend the Agreement by deleting the text of Article 1 in its entirety and substituting in lieu thereof the following text:

“Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), each Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from each Seller, that number of Ordinary Shares set forth opposite such Seller’s name on Exhibit A hereto (“Securities”), free and clear of any and all encumbrances, at a purchase price of US$11.40 per Ordinary Share, for a total purchase price of US$17,100,000 in cash (the “Transfer Price”).”

This amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

[Signature Page follows]

		SKILLGREAT LIMITED
		By:	/s/ Dong Yu
		Name:	Dong Yu
		Title:	Authorized Signatory
SEQUOIA CAPITAL CHINA I, L.P.
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P.
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P.
By:	Sequoia Capital China Management I, L.P.
	A Cayman Islands Exempted Limited partnership
	General Partner of Each
By:	SC China Holding Limited
	A Cayman Islands limited liability company
	Its General Partner
By:	/s/ Kok Wai Yee
Name:	Kok Wai Yee
Title:	Authorized Signatory

EX-99.5

Exhibit 99.5

SECURITIES TRANSFER AGREEMENT

THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2012by and between:

(1)SKILLGREAT LIMITED(the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and

(2)SIG China Investments One, Ltd.a company duly incorporated and existing under the laws of the Cayman Islands (the “Seller”).

Each of the Purchaser and the Seller is hereinafter referred to as a “Party” and collectively the “Parties.”

RECITALS

A.            The Seller owns of recordand beneficially 3,019,744 ordinary shares, par value US$0.0005 per share (“Ordinary Shares”), of Bona Film Group Limited (NASDAQ: BONA) (the “Company”), a company duly incorporated and existing under the laws of the Cayman Islands.

B.            The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, an aggregate of 1,000,000 Ordinary Shares in accordance with the terms and conditions of this Agreement.

AGREEMENT

The Parties hereby agree as follows:

1.             Purchase and Sale of Ordinary Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, 1,000,000 (One Million) Ordinary Shares (the “Securities”), free and clear of any and all encumbrances, at a purchase price in cash of US$11.40 (eleven US Dollars and forty cents) per Ordinary Share (the “Price per Share”), for a total purchase price of US$11,400,000 (eleven million four hundred thousand US Dollars) (the “Transfer Price”).

2.             Closing.  Subject to fulfillment or waiver of all conditions set forth in Sections 4 and 5, the closing of the sale and purchase of the Securities (the “Closing”) shall take place at the office of the Company at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China (“PRC”) on the date that is three (3) business days following the consummation of the sale and purchase of Ordinary Shares under the Strategic Investment SPA (as defined herein), provided that the Closing shall occur no later than 5:00 p.m. local time on May 31, 2012 at the place of the Closing (the “Long Stop Date”), or at such other Closing time and place as the Purchaser and the Seller shall agree in writing.  The date of the Closing is hereinafter referred to as the “Closing Date.”

2.1           Delivery.  Subject to the terms and conditions of this Agreement, at the Closing,the Seller shall deliver, or shall cause to be delivered, to the Purchaser (i) duly executed instruments of transfer effecting the sale of the Securities by the Seller, and (ii) all other documents (if any) as may be required to give title of the Securities to the Purchaser and to enable the Securitiesto be registered in the name of the Purchaser with effect from the Closing Date.

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2.2           Payment of the Transfer Price.  Subject to the terms and conditions of this Agreement, at the Closing the Transfer Price shall be paid by thePurchaser by wire transfer of immediately available funds to the bank account of the Seller, provided that the wiring instruction shall be provided by the Seller to the Purchaser at least one (1) business day prior to the Closing Date.

2.3           Simultaneous Actions on the Closing Date.  Neither the Seller nor the Purchaser shall be obligated to complete the sale and purchase of the Securities hereunder unless the other Party complies with all of its obligations under this Section 2.

2.4           Taxes.  Each Party shall be responsible for the payment of its own Taxes, whether occurred in PRC or outside PRC, under applicable laws.

3.             Representation and Warranties.

3.1           Representation and Warranties of the Seller.The Seller herebyrepresents and warrants tothe Purchaser, as of the date hereof and the Closing, as follows:

3.1.1        The Seller has been duly organized and is validly existing as a company, in good standing under the laws of its jurisdiction of organization.

3.1.2        The Seller is the sole legal and beneficial owner of the Securities.  The Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances (other than those that may arise under this Agreement), including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial,

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government or regulatory body, and without the consent of any third party (“Encumbrances”).Upon the transfer of the Securities to the Purchaser at the Closing in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances.

3.1.3        The Seller has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of theSeller necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the transfer of the Securities,has been taken or will be taken at or prior to the Closing.

3.1.4        This Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the Purchaser, is a valid and binding obligation of theSeller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.1.5        The execution, delivery and performance of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not and will not (i) result in a violation of the Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of

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any court or governmental agency applicable to the Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Seller or prevent, materially delay or materially impede the ability of the Seller to consummate the transactions contemplated by this Agreement).

3.1.6        No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority or any third party are required to be obtained or made by the Seller in connection with the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated by this Agreement.

3.1.7        The Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing of the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated hereunder, and it is able to bear the substantial risks associated therewith.  The transfer of the Securities pursuant to this Agreement by the Seller is for its own account, and the Seller has independently and without reliance upon the Purchaser or its representatives, and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement.  The Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

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3.1.8        The Seller has retained no finder or broker in connection with the transactions contemplated by this Agreement, and the Seller hereby agrees to indemnify and to hold harmless the Purchaser from and against any liability for any commission or other compensation in the nature of a finder’s fee of any broker or other person (and the costs and expenses of defending against such liability or asserted liability) for which the Seller, any of its affiliates, or any of their respective equity owners, employees or representatives is or may be responsible.

3.2           Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Seller, as of the date hereof and the Closing, as follows:

3.2.1        The Purchaser has been duly organized and is validly existing as company, in good standing in its jurisdiction of organization.

3.2.2        The Purchaser has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of the Purchaser necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the purchase of the Securities, has been taken or will be taken at or prior to the Closing.

3.2.3        This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Seller, is a valid and binding obligation of the Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

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3.2.4        The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Purchaser or prevent, materially delay or materially impede the ability of the Purchaser to consummate the transactions contemplated by this Agreement).

3.2.5        Except for a Schedule 13D required to be filed by the Purchaser and certain of its affiliates with the United States Securities and Exchange Commission, no consent, approval or authorization of, or designation, declaration or filing with, any third party or any governmental authority is required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereunder.

3.2.6        The Purchaser hereby acknowledges and understands that the Securities to be received under this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Securities are “restricted securities” within the meaning of Rule 144(a) under the Securities Act and the certificates representing the Securities

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bear a restrictive legend restricting their transfer under the Securities Act, that the Seller is selling the Securities to the Purchase hereunder in reliance upon one or more exemptions from registration contained in the Securities Act, and that theSeller’s reliance on such exemptions is based in part upon the representations and warranties made by the Purchaser in this Agreement.

3.2.7        The Purchaser hereby represents to theSeller that the Purchaser is acquiring theSecurities solely forits own account and not for offer or sale in connection with the unregistered “distribution” of all or any part of the Securitieswithin the meaning of the Securities Act.  The Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securitiesto or through any person or entity; provided, however, that by making the representations herein, the Purchaser is not agreeing to hold the Securitiesfor any minimum or other specific term and reserves the right to dispose of the Securitiesat any time in accordance with all securities laws applicable to such disposition.

3.2.8        The Purchaser is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing of the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith.  The purchase of the Securities pursuant to this Agreement is for its own account and the Purchaser has independently and without reliance upon the Seller or its representatives and based on such information as it has deemed appropriate in its independent judgment made its own analysis and decision to purchase the Securities pursuant to this Agreement.  The Purchaser acknowledges that it has had the opportunity to consult with

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such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

3.2.9        The Purchaser has retained no finder or broker in connection with the transactions contemplated by this Agreement, and the Purchaser hereby agrees to indemnify and to hold harmless the Seller from and against any liability for any commission or other compensation in the nature of a finder’s fee of any broker or other person (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, any of its affiliates, or any of their respective equity owners, employees or representatives is or may be responsible.

4.             Conditions to the Purchaser’s Obligations at the Closing.

The obligations of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment, or waiver by the Purchaser, at or prior to the Closing, of the following conditions:

4.1           Representations and Warranties True and Correct. The representations and warranties made by the Seller herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing with the same force and effect as if they had been made on and as of such time (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

4.2           Performance of Obligations. The Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing.

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4.3           Approvals, Consents, Waivers and Registrations.  TheSeller shall have obtained or completed, or caused to be obtained or completed, any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

4.4           No Laws and Injunctions.  There shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.             Conditions to the Seller’s Obligations at the Closing.

The obligations of the Seller to transfer the Securities at the Closing is subject to the fulfillment, or waiver by the Seller, at or prior to the Closing, of the following conditions:

5.1           Representations and Warranties True and Correct. The representations and warranties made by the Purchaser herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing with the same force and effect as if they had been made on and as of such time (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

5.2           Performance of Obligations. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it at or prior the Closing.

5.3           Approvals, Consents, Waivers and Registrations.  ThePurchaser shall have obtained or completed, or caused to be obtained or completed, any and all approvals,

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consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

5.4           No Laws and Injunctions.  There shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.5           Entry into and Consummation of the Strategic Investment SPA.No later than three (3) days after the date hereof, the Purchaser shall have entered into a binding, definitive agreement (the “Strategic Investment SPA”) with a new investor, pursuant to the terms of which the Purchaser will have agreed to sell to such new investor, and such new investor will have agreed to purchase from the Purchaser, approximately 6,050,067 Ordinary Shares, at a purchase price per Ordinary Share in cash of no greater than the Price per Share, and such transaction shall have been consummated at least three (3) business days before the Closing Date.

6.             Covenants

6.1           Securities Compliance.The Seller and the Purchaser shall take all other necessary actions and proceedings as may be required or permitted by applicable law, rule and regulation, for the legal and valid transfer of the Securitiesby the Seller to the Purchaser under this Agreement.

6.2           No Sale of the Securities.  From the execution of this Agreement until the earliest of the Closing, the Long Stop Date or the date of the termination of this Agreement, the Seller shall not solicit any interest or entertain any inquiries from, have discussions with, or

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provide any information to any third party relating to the offer, sale, pledge or other disposal of any of the Securities.

6.3           Confidentiality.  The existence and terms and conditions of this Agreement shall be confidential information and shall not be disclosed to any third party, except as required by applicable law, rules or regulations or any relevant securities exchange, regulatory authority or governmental agency, or to any Party’s counsels and advisors that are under similar confidentiality obligations.  If any Party determines that it is required by law, rule or regulation to disclose information regarding this Agreement or to file this Agreement with any relevant securities exchange, regulatory authority or governmental agency, it shall, to the extent practicable, within a reasonable time before making any such disclosure or filing, consult with the other Party regarding such disclosure or filing and, to the extent possible, seek confidential treatment for such portions of the disclosure or filing as may reasonably be requested by the other Party.

7.             Survival of Representations and Warranties

The respective representations and warranties made by the Seller and the Purchaser contained in this Agreement shall survive the Closing.

8.             Termination

8.1           Termination.  This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time, but not after the Closing:

(a)               by mutual written consent of the Seller and the Purchaser;

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(b)               by either the Seller or the Purchaser upon written notice to the other Party, if the Closing shall not have occurred by the Long Stop Date;

(c)               by the Purchaser, upon written notice to the Seller, if any condition precedent in Section 4 is not, or is not capable of being, fulfilled at or prior to the Closing; or

(d)               by the Seller, upon written notice to the Purchaser, if any condition precedent set forth in Section 5 is not, or is not capable of being, fulfilled at or prior to the Closing.

8.1.1            Effect of Termination; Survival of Certain Provisions.  Nothing in this Agreement shall relieve any Party from liability for any rights accrued hereunder prior to any termination of this Agreement.  This Section 8.2, Section 6.3 and Section 9 shall survive any termination of this Agreement.

9.             Miscellaneous.

9.1               Governing Law.  This Agreement shall be governed in all respects by the laws of Hong Kong.

9.2               Arbitration.

9.2.1            Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally settled exclusively by arbitration.  The arbitration shall be conducted under the auspice of the Hong Kong International Arbitration Center (“HKIAC”) in accordance with the UNCITRAL

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Arbitration Rules in effect at the time of the arbitration, except as they may be modified by mutual agreement of the Parties.  The arbitration shall be conducted in the English language.

9.2.2            The arbitration shall be conducted by three arbitrators.  The Party  initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other Party to the arbitration (the “Respondent”) shall appoint an arbitrator within thirty (30) days after receipt of the Request and shall notify the Claimant of such appointment in writing.  If within thirty (30) days after receipt of the Request by the Respondent either Party has not appointed an arbitrator, then that arbitrator shall be appointed by the HKIAC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within thirty (30) days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a Party to appoint, within thirty (30) days after the HKIAC has notified the Parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the Party failing to appoint.  When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the Parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the Parties within the time period prescribed above, then the HKIAC shall appoint the third arbitrator and shall promptly notify the Parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.

9.2.3            The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  Any costs, fees or taxes

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incident to enforcing the award shall, to the maximum extent permitted by applicable law, be charged against the Party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

9.2.4            The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the HKIAC, the Parties, their counsel or any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by applicable law or the rules of any applicable security exchange.

9.2.5            The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.

9.2.6            Notwithstanding this Section 9.2 or any other provision to the contrary in this Agreement, no Party shall be obligated to follow the foregoing arbitration procedures where such Party intends to apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against the other Party, provided there is no unreasonable delay in the prosecution of that application.

9.3               Amendments.  No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by both of the Parties.

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9.4               Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby.  This Agreement supersedes all prior agreements, understandings, negotiations and representations between the Parties with respect to such transactions.

9.5               Amendment; Waiver.  Subject to applicable law, this Agreement may be amended, modified and supplemented by a written instrument authorized and executed on behalf of the Parties at any time prior to the Closing with respect to any of the terms or conditions contained herein.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving.  Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

9.6               Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

9.7               Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9.8               Further Assurances.  Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by the other Party, before or after the Closing, in order to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

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9.9               Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne by the Party incurring such expenses.  Any attorney’s, accountant’s, financial advisory’s, broker’s or finder’s fees shall be paid by the Party contracting for the same.

9.10             Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by personal delivery or sending by registered or certified mail or an overnight courier service, proof of delivery requested, or sent by electronic mail, to the following addresses:

9.10.1          If to the Purchaser, to it at:

 Skillgreat Limited
 c/o Yu Dong, Bona Film Group Limited
 11/F, Guan Hu Garden 3
 105 Yao Jia Yuan Road, Chaoyang District
 Beijing 100025, People’s Republic of China
 Attention: Yu Dong

 Email: yudong@bonafilm.cn

9.10.2          If to Seller, to it at:

 SIG China Investments One, Ltd.
 c/o SIG Asia Investment, LLLP
 c/o Heights Capital Management, Inc.

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 101 California Street

 Suite 3250

 San Francisco, CA 94111

 Email:  Spolan@sig.com; with a copy to legalnotices@sig.com,

or to such other person or address as a Party shall specify by notice in writing to the other Party.  All such notices, requests, demands, waivers and communications shall be deemed to have been given on the date of personal receipt or proven delivery or, in the case of notice by electronic mail, on the date of confirmation of receipt of transmission.

9.11             Assignability.  This Agreement shall not be assigned by the Seller or the Purchaser without the prior written consent of the Purchaser or the Seller, respectively.

9.12             No Third-Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.13             Joint Participation in Drafting.  Both parties have participated in the negotiation and drafting of this Agreement.  As such, the language used herein shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against either Party.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Purchaser:

SKILLGREAT LIMITED

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

Seller:
SIG CHINA INVESTMENTS ONE, LTD.
By: SIG ASIA INVESTMENT, LLLP,
	its authorized agent
	By: HEIGHTS CAPITAL MANAGEMENT, INC.,
		its authorized agent
		By:	/s/ Michael L. Spolan
		Name:	Michael L. Spolan
		Title:	General Counsel, Heights Capital Management, Inc. as authorized agent

EX-99.6

Exhibit 99.6

SECURITIES TRANSFER AGREEMENT

THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2012by and among:

(1)SKILLGREAT LIMITED(the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and

(2)Each of the Sellers whose names are set forth on Exhibit A hereto (individually, a “Seller” and collectively, the “Sellers”).

Each of the Purchaser and the Sellers is hereinafter referred to as a “Party” and collectively the “Parties”.

RECITALS

A.The Sellerscollectively own of recordand beneficially 2,327,025 ordinary shares, par value US$0.0005 per share (“Ordinary Shares”), of Bona Film Group Limited (NASDAQ: BONA) (the “Company”), a company duly incorporated and existing under the laws of the Cayman Islands.

B.The Purchaser desires to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, an aggregate of 1,000,000 Ordinary Shares in accordance with the terms and conditions of this Agreement.

AGREEMENT

The Parties hereby agree as follows:

1.Purchase and Sale of Ordinary Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), each Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from eachSeller, that number of Ordinary Shares set forth opposite such Seller’s name on Exhibit A hereto (“Securities”), free and clear of any and all encumbrances, at a purchase price of US$11.40 per Ordinary Share (the “Price per Share”), for a total purchase price of US$11,400,000 in cash (the “Transfer Price”).

2.Closing.  Subject to satisfaction or waiver of all conditions set forth in Sections 4 and 5, the closing of the purchase and sale of the Securities (the “Closing”) shall take place at the office of the Company at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China on a date that is three (3) business days following the closing of the purchase and sale of Ordinary Shares under the Strategic Investment SPA (as defined herein) provided that such date shall be no later than May 31, 2012 (the “Long Stop Date”), or at such other time and place as the Purchaser and the Sellers shall agree in writing.  The date of the Closing is hereinafter referred to as the “Closing Date”.

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2.1Delivery.  Subject to the terms and conditions of this Agreement, at the Closing,each Seller shall, or shall cause to be delivered to the Purchaser (i) duly executed instruments of transfer effecting the sale of the Securities owned by that Seller; and (ii) all other documents (if any) as may be required to give title of the Securities to the Purchaser and to enable the Securities and the Ordinary Shares represented by such Securities to be registered in the name of the Purchaser with effect from the Closing Date.

2.2Payment of the Transfer Price.  Subject to the terms and conditions of this Agreement, at the Closing, 100% of the Transfer Price set forth opposite each Seller’s name on Exhibit A hereto shall be paid by thePurchaser by wire transfer of immediately available funds to the bank account of such Seller, provided that the wiring instruction shall be provided by each Seller to the Purchaser at least three (3) days prior to the Closing Date.

2.3Simultaneous Actions on the Closing Date.  The Purchaser shall not be obligated to complete the sale and purchase of any Securities unless each Seller complies with all of its obligations under this Section 2 and the sale and purchase of all of the Securities owned by each Seller is completed simultaneously.

2.4Taxes.  Each Party hereto shall be responsible for the payment of its own Taxes, whether occurred in PRC or outside PRC, under the applicable Laws.

3.Representation and Warranties.

3.1Representation and Warranties of the Sellers.Each Seller herebyrepresents and warrants tothe Purchaser, as of the date hereof and the Closing Date, as follows:

3.1.1Such Seller has been duly organized and is validly existing as a company, in good standing under the laws of its jurisdiction of organization.

3.1.2Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto.  Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”).The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person.  Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances

3.1.3Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of suchSeller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations

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hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto,has been taken or will be taken prior to the Closing.

3.1.4This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of suchSeller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.1.5The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) result in a violation of such Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement).

3.1.6No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder.

3.1.7Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith.  The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement.  Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

3.2Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Sellers as follows:

3.2.1The Purchaser has been duly organized and is validly existing as company, in good standing in its jurisdiction of organization.

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3.2.2The Purchaser has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of the Purchaser necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement has been taken or will be taken prior to the Closing.

3.2.3This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by each Seller, is a valid and binding obligation of the Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.2.4The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Purchaser or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement).

3.2.5Except for a Schedule 13D required to be filed by the Purchaser and certain of its affiliates with the United States Securities and Exchange Commission, no consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereunder.

3.2.6The Purchaser hereby acknowledges and understands that the Securities to be received under this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Securities to be received under this Agreement are being sold in reliance upon one or more exemptions from registration contained in the Securities Act, and that theSellers’ reliance on such exemptions is based in part upon the representations made by the Purchaser in this Agreement.

3.2.7The Purchaser hereby represents to theSellers that the Purchaser is acquiring theSecurities solely forits own account and not for offer or sale in connection with, the unregistered “distribution” of all or any part of the Securitieswithin the meaning of the Securities Act.  The Purchaser does not have a present intention to sell the Securities and, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securitiesto or through any person or entity; provided, however, that by making the representations herein, the Purchaser is not agreeing to hold the Securitiesfor any minimum or

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other specific term and reserves the right to dispose of the Securitiesat any time in accordance with federal and state securities laws applicable to such disposition.

4.Conditions to the Purchaser’s Obligations at the Closing.

The obligation of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment, to the satisfaction of the Purchaser, or waiver by the Purchaser, on or prior to the Closing, of the following conditions:

4.1Representations and Warranties True and Correct. The representations and warranties made by each Seller herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing Date with the same force and effect as if they had been made on and as of such date.

4.2Performance of Obligations. Each Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.3Approvals, Consents, Waivers and Registrations.  The Company and each Seller shall have obtained or completed any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

4.4No Laws and Injunctions.  On the Closing Date, there shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.Conditions to each Seller’s Obligations at the Closing.

The obligation of each Seller to sell the Securities at the Closing is subject to the fulfillment, to the satisfaction of suchSeller on or prior to the Closing, of the following conditions:

5.1Representations and Warranties True and Correct. The representations and warranties made by the Purchaser herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing Date with the same force and effect as if they had been made on and as of such date (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

5.2Performance of Obligations. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

5.3Approvals, Consents, Waivers and Registrations.  TheCompany and the Purchaser shall have obtained any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

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5.4No Laws and Injunctions.  On the Closing Date, there shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.5Entry into Strategic Investment SPA.  No later than three (3) days from the date hereof, the Purchaser shall have entered into a binding, definitive agreement (the “Strategic Investment SPA”) with a new investor pursuant to the terms of which, Purchaser will have agreed to sell to such new investor, and such new investor will have agreed to purchase from the Purchaser, approximately 6,050,067 Ordinary Shares, at a purchase price per Ordinary Share in cash of no greater than the Price per Share.

6.Covenants

6.1Securities Compliance.The Sellers and the Purchaser shall and shall cause the Company to notify the United States Securities and Exchange Commission in accordance with its rules and regulations, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid transfer of the Securitiesby the Sellers to the Purchaser.

6.2Future Sale of Shares.  Each Seller undertakes that during a period of three (3) month from the Closing Date, it shall not directly or indirectly, offer, sell or otherwise dispose of any ADSs or any Ordinary Share or any securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares in the public market, whether now owned or hereafter acquired by it.

6.3No-Shop.  From the execution of this Agreement until the earlier of the Closing or the Long Stop Date, none of the Sellers shall solicit any interest or entertain any inquiries from, have discussions with, or provide any information to, any third party relating to sale, offer, pledge or other disposal of any ADSs or Ordinary Shares.  For the avoidance of doubt, each Seller may sell, offer or otherwise dispose of the ADSs or Ordinary Shares (other than the Securities or Ordinary Shares evidenced by the Securities) held by it in the public market before the Closing Date.

6.4Confidentiality.  The terms and conditions described in this Agreement, including its existence shall be confidential information and shall not be disclosed to any third party, unless required by applicable law or any relevant securities exchange, regulatory authority or governmental agency or to any Party’s counsels and advisors that are under similar confidentiality obligations.  If any Party hereto determines that it is required by law to disclose information regarding this Agreement or to file this Agreement with any relevant securities exchange, regulatory authority or governmental agency, it shall, to the extent practicable, within a reasonable time before making any such disclosure or filing, consult with the other Parties regarding such disclosure or filing and, to the extent possible, seek confidential treatment for such portions of the disclosure or filing as may be requested by the other Parties.

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7.Survival of Representations and Warranties; Indemnity

7.1Survival of Representations and Warranties.The respective representations and warranties made by each Seller and Purchaser contained in this Agreement shall survive the Closing.

7.2Indemnity.Each Party hereby agrees to severally, and not jointly, indemnify and hold harmless the other Party and the other Party’s affiliates and its and their respective officers, directors, employees, agents, representatives and attorneys against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses incurred by each indemnified person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such indemnified person or whether incurred by such indemnified person in any action or proceeding between the indemnifying person and such indemnified person or between such indemnified person and any third party) to which any such indemnified person may become subject, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon any breach by such Party of any representation, warranty or agreement made by such Party contained in this Agreement.

8.Termination

8.1Termination.  This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time, but not later than the Closing Date:

(a)by mutual written consent of the Sellers and the Purchaser;

(b)by either the Sellers or the Purchaser upon written notice to the other party, if the Closing shall not have occurred by the Long Stop Date;

(c)by Purchaser, upon written notice to the Sellers, if any condition precedent in Section 4 is not, or is not capable of being, satisfied or waived as of the Closing Date; or

(d)by the Sellers, upon written notice to the Purchaser, if the condition precedent set forth in Section 5 is not, or is not capable of being, satisfied or waived as of the Closing Date.

8.2Effect of Termination; Survival of Certain Provisions.  Nothing in this Agreement shall relieve any party from liability for any rights accrued hereunder prior to any termination of this Agreement.  This Section 8.2 and Section 9 shall survive any termination of this Agreement.

9.Miscellaneous.

9.1Governing Law.  This Agreement shall be governed in all respects by the laws of the Hong Kong.

9.2Arbitration.

9.2.1Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally

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settled exclusively by arbitration.  The arbitration shall be conducted under the auspice of the Hong Kong International Arbitration Center (“HKIAC”) in accordance with the UNCITRAL Arbitration Rules in effect at the time of the arbitration, except as they may be modified by mutual agreement of the Parties.  The arbitration shall be conducted in the English language.

9.2.2The arbitration shall be conducted by three arbitrators.  The Party (or the Parties, acting jointly, if there are more than one) initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other Party (or the other Parties, acting jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing.  If within 30 days of receipt of the Request by the Respondent, either Party has not appointed an arbitrator, then that arbitrator shall be appointed by the HKIAC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within 30 days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a Party to appoint, within 30 days after the HKIAC has notified the Parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the Party failing to appoint.  When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the Parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the Parties within the time period prescribed above, then the HKIAC shall appoint the third arbitrator and shall promptly notify the Parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.

9.2.3The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the Party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

9.2.4The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the HKIAC, the Parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by applicable law or the rules of any applicable security exchange.

9.2.5The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.

9.2.6Notwithstanding this Section 9.2 or any other provision to the contrary in this Agreement, no Party shall be obligated to follow the foregoing arbitration procedures where such Party intends to apply to any court of competent jurisdiction for an interim injunction

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or similar equitable relief against any other Party, provided there is no unreasonable delay in the prosecution of that application.

9.3Amendments.  No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by all parties hereto.

9.4Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby.  This Agreement supersedes all prior agreements, understandings, negotiations and representations between the Parties with respect to such transactions.

9.5Amendment; Waiver.  Subject to applicable law, this Agreement may be amended, modified and supplemented by a written instrument authorized and executed on behalf of the Parties hereto at any time prior to the Closing with respect to any of the terms contained herein.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving.  Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

9.6Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

9.7Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9.8Further Assurances.  Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by the other Parties, before or after the Closing, in order to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

9.9Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne by the Party incurring such expenses.  Any attorney’s, accountant’s, financial advisory’s, broker’s or finder’s fees shall be paid by the Party contracting for the same.

9.10Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by personal delivery or sending by registered or certified mail or an overnight courier service, proof of delivery requested, or sent by electronic mail, to the following addresses:

9.10.1If to the Purchaser, to it at:

Skillgreat Limited

c/o Yu Dong, Bona Film Group Limited

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11/F, Guan Hu Garden 3

105 Yao Jia Yuan Road, Chaoyang District

Beijing 100025, People’s Republic of China

Attention: Yu Dong

9.10.2If to Sellers, to them at:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

or to such other person or address as a party shall specify by notice in writing to the other parties.  All such notices, requests, demands, waivers and communications shall be deemed to have been given on the date of personal receipt or proven delivery or, in the case of notice by electronic mail, on the date of confirmation of receipt of transmission.

9.11Assignability.  This Agreement shall not be assigned by any Seller or the Purchaser without the prior written consent of the Purchaser or Sellers, respectively.

9.12No Third Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and indemnified persons (who shall be third party beneficiaries of the indemnification provisions contained herein) hereunder, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Purchaser:

SKILLGREAT LIMITED

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

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Sellers:

MATRIX PARTNERS CHINA I L.P.
c/o P.O. Box 309 Ugland House,
Grand Cayman, KY1-1104, Cayman Islands
By: Matrix China Management I, L.P.
its General Partner
By: Matrix China I GP GP, Ltd.
its General Partner
By:	/s/ Timothy A. Barrows
Name:  Timothy A. Barrows
Title: Director
MATRIX PARTNERS CHINA I-A L.P.
c/o Maples Corporate Services Limited
P.O. Box 309 Ugland House,
Grand Cayman, KY1-1104, Cayman Islands
By: Matrix China Management I, L.P.
its General Partner
By: Matrix China I GP GP, Ltd.
its General Partner
By:		/s/ Timothy A. Barrows
Name:  Timothy A. Barrows
Title:    Director

Exhibit A

List of Sellers

Seller	Ordinary Shares to be transferred	Transfer Price
Matrix Partners China I L.P.	908,000	US$	10,351,200
Matrix Partners China I-A L.P.	92,000	US$	1,048,800
Total	1,000,000	US$	11,400,000

EX-99.7

Exhibit 99.7

SECURITIES TRANSFER AGREEMENT

THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2012by and between:

(1)SKILLGREAT LIMITED(the “Purchaser”), a company duly incorporated and existing under the laws of the British Virgin Islands; and

(2)EAGLE POWER GROUP LIMITED a company duly incorporated and existing under the laws of the British Virgin Islands (the “Seller”).

Each of the Purchaser and the Seller is hereinafter referred to as a “Party” and collectively the “Parties.”

RECITALS

A.The Seller owns of recordand beneficially options exercisable into 50,067 ordinary shares, par value US$0.0005 per share (“Ordinary Shares”), of Bona Film Group Limited (NASDAQ: BONA) (the “Company”), a company duly incorporated and existing under the laws of the Cayman Islands.

B.The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, an aggregate of 50,067 Ordinary Shares or securities exercisable or exchangeable for or convertible into 50,067 Ordinary Shares, in accordance with the terms and conditions of this Agreement.

AGREEMENT

The Parties hereby agree as follows:

1.Purchase and Sale of Ordinary Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, 50,067 Ordinary Shares or securities exercisable or exchangeable for or convertible into 50,067 Ordinary Shares (the “Securities”), free and clear of any and all encumbrances, at a purchase price in cash of US$11.40 (eleven US Dollars and forty cents per Ordinary Share) (the “Price per Share”), for a total purchase price of US$570,763.80 (five hundred seventy thousand, seven hundred and sixty-three US Dollars and eight cents) (the “Transfer Price”).

2.Closing.  Subject to fulfillment or waiver of all conditions set forth in Sections 4 and 5, the closing of the sale and purchase of the Securities (the “Closing”) shall take place at the office of the Company at 11/F, Guan Hu Garden 3, 105 Yao Jia Yuan Road, Chaoyang District, Beijing 100025, People’s Republic of China (“PRC”) on the date that specified by the Purchaser with no less than two (2) business day’s prior written notice, provided that the Closing shall occur no later than 5:00 p.m. local time on May 31, 2012 at the place of the Closing (the

“Long Stop Date”), or at such other Closing time and place as the Purchaser and the Seller shall agree in writing.  The date of the Closing is hereinafter referred to as the “Closing Date.”

2.1Delivery.  Subject to the terms and conditions of this Agreement, at the Closing,the Seller shall deliver, or shall cause to be delivered, to the Purchaser (i) duly executed instruments of transfer effecting the sale of the Securities by the Seller, and (ii) all other documents (if any) as may be required to give title of the Securities to the Purchaser and to enable the Securitiesto be registered in the name of the Purchaser with effect from the Closing Date.

2.2Payment of the Transfer Price.  Subject to the terms and conditions of this Agreement, at the Closing the Transfer Price, less the aggregate exercise price or similar price payable upon the exercise, exchange or conversion of the Securities into 50,067 Ordinary Shares (if applicable), shall be paid by thePurchaser by wire transfer of immediately available funds to the bank account of the Seller, provided that the wiring instruction shall be provided by the Seller to the Purchaser at least one (1) business day prior to the Closing Date.

2.3Simultaneous Actions on the Closing Date.  Neither the Seller nor the Purchaser shall be obligated to complete the sale and purchase of the Securities hereunder unless the other Party complies with all of its obligations under this Section 2.

2.4Taxes.  Each Party shall be responsible for the payment of its own Taxes, whether occurred in PRC or outside PRC, under applicable laws.

3.Representation and Warranties.

3.1Representation and Warranties of the Seller.The Seller herebyrepresents and warrants tothe Purchaser, as of the date hereof and the Closing, as follows:

3.1.1The Seller has been duly organized and is validly existing as a company, in good standing under the laws of its jurisdiction of organization.

3.1.2The Seller is the sole legal and beneficial owner of the Securities.  The Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances (other than those that may arise under this Agreement), including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”).Upon the transfer of the Securities to the Purchaser at the Closing in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances.

3.1.3The Seller has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of theSeller necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the transfer of the Securities,has been taken or will be taken at or prior to the Closing.

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3.1.4This Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the Purchaser, is a valid and binding obligation of theSeller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.1.5The execution, delivery and performance of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not and will not (i) result in a violation of the Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Seller or prevent, materially delay or materially impede the ability of the Seller to consummate the transactions contemplated by this Agreement).

3.1.6No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority or any third party are required to be obtained or made by the Seller in connection with the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated by this Agreement.

3.1.7The Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing of the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated hereunder, and it is able to bear the substantial risks associated therewith.  The transfer of the Securities pursuant to this Agreement by the Seller is for its own account, and the Seller has independently and without reliance upon the Purchaser or its representatives, and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement.  The Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

3.1.8The Seller has retained no finder or broker in connection with the transactions contemplated by this Agreement, and the Seller hereby agrees to indemnify and to hold harmless the Purchaser from and against any liability for any commission or other compensation in the nature of a finder’s fee of any broker or other person (and the costs and expenses of defending against such liability or asserted liability) for which the Seller, any of its affiliates, or any of their respective equity owners, employees or representatives is or may be responsible.

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3.2Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Seller, as of the date hereof and the Closing, as follows:

3.2.1The Purchaser has been duly organized and is validly existing as company, in good standing in its jurisdiction of organization.

3.2.2The Purchaser has the full right, power and authority to enter into and perform its obligations under this Agreement.All corporate or other action on the part of the Purchaser necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the purchase of the Securities, has been taken or will be taken at or prior to the Closing.

3.2.3This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Seller, is a valid and binding obligation of the Purchaser enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.2.4The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not (i) result in a violation of the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Purchaser or prevent, materially delay or materially impede the ability of the Purchaser to consummate the transactions contemplated by this Agreement).

3.2.5Except for a Schedule 13D required to be filed by the Purchaser and certain of its affiliates with the United States Securities and Exchange Commission, no consent, approval or authorization of, or designation, declaration or filing with, any third party or any governmental authority is required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereunder.

3.2.6The Purchaser hereby acknowledges and understands that the Securities to be received under this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Securities are “restricted securities” within the meaning of Rule 144(a) under the Securities Act and the certificates representing the Securities bear a restrictive legend restricting their transfer under the Securities Act, that the Seller is selling the Securities to the Purchase hereunder in reliance upon one or more exemptions from registration contained in the Securities Act, and that theSeller’s reliance on such exemptions is based in part upon the representations and warranties made by the Purchaser in this Agreement.

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3.2.7The Purchaser hereby represents to theSeller that the Purchaser is acquiring theSecurities solely forits own account and not for offer or sale in connection with the unregistered “distribution” of all or any part of the Securitieswithin the meaning of the Securities Act.  The Purchaser does not have a present intention to sell the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Securitiesto or through any person or entity; provided, however, that by making the representations herein, the Purchaser is not agreeing to hold the Securitiesfor any minimum or other specific term and reserves the right to dispose of the Securitiesat any time in accordance with all securities laws applicable to such disposition.

3.2.8The Purchaser is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing of the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith.  The purchase of the Securities pursuant to this Agreement is for its own account and the Purchaser has independently and without reliance upon the Seller or its representatives and based on such information as it has deemed appropriate in its independent judgment made its own analysis and decision to purchase the Securities pursuant to this Agreement.  The Purchaser acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

3.2.9The Purchaser has retained no finder or broker in connection with the transactions contemplated by this Agreement, and the Purchaser hereby agrees to indemnify and to hold harmless the Seller from and against any liability for any commission or other compensation in the nature of a finder’s fee of any broker or other person (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, any of its affiliates, or any of their respective equity owners, employees or representatives is or may be responsible.

4.Conditions to the Purchaser’s Obligations at the Closing.

The obligations of the Purchaser to purchase the Securities at the Closing is subject to the fulfillment, or waiver by the Purchaser, at or prior to the Closing, of the following conditions:

4.1Representations and Warranties True and Correct. The representations and warranties made by the Seller herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing with the same force and effect as if they had been made on and as of such time (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

4.2Performance of Obligations. The Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing.

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4.3Approvals, Consents, Waivers and Registrations.  TheSeller shall have obtained or completed, or caused to be obtained or completed, any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

4.4No Laws and Injunctions.  There shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

5.Conditions to the Seller’s Obligations at the Closing.

The obligations of the Seller to transfer the Securities at the Closing is subject to the fulfillment, or waiver by the Seller, at or prior to the Closing, of the following conditions:

5.1Representations and Warranties True and Correct. The representations and warranties made by the Purchaser herein shall be true and correct and complete as of the date hereof, and shall be true and correct and complete as of the Closing with the same force and effect as if they had been made on and as of such time (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date).

5.2Performance of Obligations. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it at or prior the Closing.

5.3Approvals, Consents, Waivers and Registrations.  ThePurchaser shall have obtained or completed, or caused to be obtained or completed, any and all approvals, consents, waivers and/or registrations necessary for consummation of the transactions contemplated by this Agreement.

5.4No Laws and Injunctions.  There shall not be in effect any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

6.Covenants

6.1Securities Compliance.The Seller and the Purchaser shall take all other necessary actions and proceedings as may be required or permitted by applicable law, rule and regulation, for the legal and valid transfer of the Securitiesby the Seller to the Purchaser under this Agreement.

6.2No Sale of the Securities.  From the execution of this Agreement until the earliest of the Closing, the Long Stop Date or the date of the termination of this Agreement, the Seller shall not solicit any interest or entertain any inquiries from, have discussions with, or provide any information to any third party relating to the offer, sale, pledge or other disposal of any of the Securities.

6.3Confidentiality.  The existence and terms and conditions of this Agreement shall be confidential information and shall not be disclosed to any third party, except

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as required by applicable law, rules or regulations or any relevant securities exchange, regulatory authority or governmental agency, or to any Party’s counsels and advisors that are under similar confidentiality obligations.  If any Party determines that it is required by law, rule or regulation to disclose information regarding this Agreement or to file this Agreement with any relevant securities exchange, regulatory authority or governmental agency, it shall, to the extent practicable, within a reasonable time before making any such disclosure or filing, consult with the other Party regarding such disclosure or filing and, to the extent possible, seek confidential treatment for such portions of the disclosure or filing as may reasonably be requested by the other Party.

7.Survival of Representations and Warranties

The respective representations and warranties made by the Seller and the Purchaser contained in this Agreement shall survive the Closing.

8.Termination

8.1Termination.  This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time, but not after the Closing:

(a)by mutual written consent of the Seller and the Purchaser;

(b)by either the Seller or the Purchaser upon written notice to the other Party, if the Closing shall not have occurred by the Long Stop Date;

(c)by the Purchaser, upon written notice to the Seller, if any condition precedent in Section 4 is not, or is not capable of being, fulfilled at or prior to the Closing; or

(d)by the Seller, upon written notice to the Purchaser, if any condition precedent set forth in Section 5 is not, or is not capable of being, fulfilled at or prior to the Closing.

8.1.1Effect of Termination; Survival of Certain Provisions.  Nothing in this Agreement shall relieve any Party from liability for any rights accrued hereunder prior to any termination of this Agreement.  This Section 8.2, Section 6.3 and Section 9 shall survive any termination of this Agreement.

9.Miscellaneous.

9.1Governing Law.  This Agreement shall be governed in all respects by the laws of Hong Kong.

9.2Arbitration.

9.2.1Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally settled exclusively by arbitration.  The arbitration shall be conducted under the auspice of the

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Hong Kong International Arbitration Center (“HKIAC”) in accordance with the UNCITRAL Arbitration Rules in effect at the time of the arbitration, except as they may be modified by mutual agreement of the Parties.  The arbitration shall be conducted in the English language.

9.2.2The arbitration shall be conducted by three arbitrators.  The Party initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other Party to the arbitration (the “Respondent”) shall appoint an arbitrator within thirty (30) days after receipt of the Request and shall notify the Claimant of such appointment in writing.  If within thirty (30) days after receipt of the Request by the Respondent either Party has not appointed an arbitrator, then that arbitrator shall be appointed by the HKIAC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within thirty (30) days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a Party to appoint, within thirty (30) days after the HKIAC has notified the Parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the Party failing to appoint.  When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the Parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the Parties within the time period prescribed above, then the HKIAC shall appoint the third arbitrator and shall promptly notify the Parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.

9.2.3The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by applicable law, be charged against the Party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

9.2.4The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the HKIAC, the Parties, their counsel or any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by applicable law or the rules of any applicable security exchange.

9.2.5The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.

9.2.6Notwithstanding this Section 9.2 or any other provision to the contrary in this Agreement, no Party shall be obligated to follow the foregoing arbitration procedures where such Party intends to apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against the other Party, provided there is no unreasonable delay in the prosecution of that application.

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9.3Amendments.  No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by both of the Parties.

9.4Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby.  This Agreement supersedes all prior agreements, understandings, negotiations and representations between the Parties with respect to such transactions.

9.5Amendment; Waiver.  Subject to applicable law, this Agreement may be amended, modified and supplemented by a written instrument authorized and executed on behalf of the Parties at any time prior to the Closing with respect to any of the terms or conditions contained herein.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving.  Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

9.6Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

9.7Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9.8Further Assurances.  Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by the other Party, before or after the Closing, in order to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

9.9Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be borne by the Party incurring such expenses.  Any attorney’s, accountant’s, financial advisory’s, broker’s or finder’s fees shall be paid by the Party contracting for the same.

9.10Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by personal delivery or sending by registered or certified mail or an overnight courier service, proof of delivery requested, or sent by electronic mail, to the following addresses:

9.10.1If to the Purchaser, to it at:

Skillgreat Limited
c/o Yu Dong, Bona Film Group Limited
11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District

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Beijing 100025, People’s Republic of China
Attention: Yu Dong

Email: yudong@bonafilm.cn

9.10.2If to Seller, to it at:

c/o Liang Xu, Bona Film Group Limited
11/F, Guan Hu Garden 3
105 Yao Jia Yuan Road, Chaoyang District
Beijing 100025, People’s Republic of China
Attention: Liang Xu

Email:  mx@bonafilm.cn

or to such other person or address as a Party shall specify by notice in writing to the other Party.  All such notices, requests, demands, waivers and communications shall be deemed to have been given on the date of personal receipt or proven delivery or, in the case of notice by electronic mail, on the date of confirmation of receipt of transmission.

9.11Assignability.  This Agreement shall not be assigned by the Seller or the Purchaser without the prior written consent of the Purchaser or the Seller, respectively.

9.12No Third-Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.13Joint Participation in Drafting.  Both parties have participated in the negotiation and drafting of this Agreement.  As such, the language used herein shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against either Party.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

Purchaser:

SKILLGREAT LIMITED

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

Signature Page to Securities Transfer Agreement

Seller:
EAGLE POWER GROUP LIMITED
By:	/s/ Liang Xu
Name:	Liang Xu
Title:	Authorized Signatory

Signature Page to Securities Transfer Agreement