[FORM F-1 REGISTRATION STATEMENT Bona Film Group Limited Not Applicable Cayman Islands 7822 Not Applicable 11/F, Guan Hu Garden 3 th Law Debenture Corporate Services Inc. Copies to: th Chris K.H. Lin, Esq. nd Z. Julie Gao, Esq. Peter X. Huang, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bona Film Group Limited 1. The name of the Company is Bona Film Group Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.] [EXECUTION COPY TYNER GROUP LIMITED SUBSCRIPTION AGREEMENT Agreement THIS SUBSCRIPTION AGREEMENT (the “ 1. Tyner Group Limited Company , a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE , a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Polybona Film Distribution Co.,] [Execution Copy BONA INTERNATIONAL FILM GROUP LIMITED SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in] [BONA INTERNATIONAL FILM GROUP LIMITED SHARE SUBSCRIPTION AGREEMENT Agreement THIS SHARE SUBSCRIPTION AGREEMENT (the “ 1. Bona International Film Group Limited Company a business company incorporated under the laws of the British Virgin Islands (the “ 2. Beijing Bona New World Media Technology Co., Ltd. WFOE a wholly foreign-owned enterprise registered in Beijing, PRC (the “ 3. Beijing Baichuan Film] [BONA FILM GROUP LIMITED SHAREHOLDERS’ AGREEMENT Agreement THIS SHAREHOLDERS’ AGREEMENT (the “ 1. Bona Film Group Limited Company , an exempted company incorporate under the laws of the Cayman Islands (the “ 2. Bona International Film Group Limited BVI Company ( 3. Beijing Bona New World Media Technology Co., Ltd. WFOE ( 4. Beijing Baichuan Film Distribution Co., Ltd. Beijing] [[ ], 2010 Bona Film Group Limited DIRECT LINE: 852 2842 95 31 11/F, Guan Hu Garden 3 E-MAIL Anna.Chong@ conyersdill.com 105 Yao Jia Yuan Road, Chaoyang District OUR REF: AC/al/#345548 (M#87 4684 ) Beijing 100025 YOUR REF: People’s Republic of China Dear Sirs, Bona Film Group Limited (the “Company”) We have acted as special legal counsel in the Cayman] [Exclusive Technology and Consulting Service Agreement Agreement This Exclusive Technology and Consulting Service Agreement (this “ Party A : Beijing Bona New World Media Technology Co., Ltd. Address: Floor 20 of Qingyun Modern Mansion, Building 9 of Manting Fangyuan, Qingyunli, Haidian District, Beijing Party B : [Affiliated Consolidated Entity] Address: Whereas, 1. China Party A is a wholly-foreign-owned enterprise established] [Form of Amendment Agreement to Exclusive Technology and Consulting Service Agreement Agreement China This Amendment Agreement (this “ (1) Beijing Bona New World Media Technology Co., Ltd. Party A (“ Address: Room C2011, Floor 20, No.18, Zhongguancun East Road, Haidian District, Beijing Legal Representative: Yu Dong (2) [Affiliated Consolidated Entity] Party B (“ Address: [ ] Legal Representative: [ ]] [[Amended and Restated] Voting Trust and Equity Purchase Agreement This [Amended and Restated] Equity Trust and Equity Purchase Agreement (this “Agreement”) is executed by and among the Parties below as of [ ], in Hong Kong. Party A: Bona International Film Group Limited (previously Tyner Group Limited) Address: P.O.Box 957, Road Town, Tortola, British Virgin Islands Party B: Beijing Bona] [Form of Amended and Restated Equity Pledge Agreement Agreement This Amended and Restated Equity Pledge Agreement (this “ Pledgor A : Yu Dong Nationality: China ID Card No.: Address: No.1, Floor 10, Building 14, East Bridge Road, Chaoyang District, Beijing Pledgor B: [ ] Nationality: ID Card No.: Address: Pledgor C: [ ] Nationality: ID Card No.: Address: Pledgee: Beijing] [CONFIDENTIALITY, NON-COMPETITION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT Party A: Beijing Bona New World Media Technology Co., Ltd. Address: Legal Representative: Yu Dong Party B: Sex: Zip Code: Home Address: Telephone No.: ID/Passport Number: Whereas: 1. Party A is a limited liability company registered in Beijing, the People’s Republic of China (the “PRC”); 2. In purpose of clarifying the intellectual property] [Bank of Beijing Contract No.: 0076692 4-040 C08001 General Credit Facility Grant Contract (for single client general credit facility grant) Between Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Facility Grantor: Bank of Beijing Company Limited Chaowai Branch General Credit Facility Grant Terms and Conditions Sheet Facility Grantee: Beijing Bona Film Culture Communications Co., Ltd. Organization and Entity Code:] [2-077 Contract No.: 0076692 GURANTEE CONTRACT (Applicable to the Guarantee provided by Natural Person) Guarantor: Yu Dong Creditor: Bank of Beijing Company Limited Chaowai Branch 2 GUARANTEE CONRACT A. Parties to the Contract 1. Creditor (“Bank of Beijing”): Bank of Beijing Company Limited Chaowai Branch Person-in-Charge: Gu Mingqi Mailing Address: 20 Chaowai Dajie Chaoyang District, Beijing 100020 Telephone: Fax: Customer] [No.: 2010 (Dongcheng) Zi FIXED ASSETS LOAN CONTRACT (VERSION 2009) INDUSTRIAL AND COMMERCIAL BANK OF CHINA 2 Lender: Industrial and Commercial Bank of China Beijing Dongcheng Branch Person-in-Charge: Miao Hongxiang Contact: N/A Domicile: Qinglang Building, 24, Dongsi Shitiao, Dongcheng District, Beijing Postcode: 100007 Telephone: 84021133 Fax: N/A Email: N/A Borrower: Beijing Bona Film Culture Communications Co., Ltd. Legal Representative: Yu] [Management Service Agreement Agreement PRC This Management Service Agreement (the “ Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Address: No. 61-62, 18 th Floor, Poly Building, No. 14, Dongzhimen South Avenue, Dongcheng District, Beijing Party B: Beijing Bona Starlight Cineplex Management Co., Ltd. Legal Representative: Yu Dong Address: No. 1866, 18 th] [Right of First Refusal Agreement This Party A: Beijing Bona International Cineplex Investment and Management Co., Ltd. Legal Representative: Yu Dong Domicile: Suite 61-62, F/18, Poly Plaza, Road No. 14, Dongzhimen, Nandajie, Dongcheng District, Beijing Party B: Yu Dong ID No.: Domicile: Suite 1, F/10, Building 10, Dongda Qiao, Chaoyang District, Beijing Xu Yang ID No.: Domicile: 5 Xiaoshuan Hutong,] [Wholly owned subsidiaries: · Bona International Film Group Limited (incorporated in the British Virgin Islands) · Bona Entertainment Co., Ltd. (incorporated in Hong Kong) · Bona Productions Co., Ltd. (incorporated in Hong Kong) · Beijing Bona New World Media Technology Co., Ltd. (incorporated in the People’s Republic of China) Partially owned subsidiaries: · Cinema Popular Limited (incorporated in Hong Kong)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated July 21, 2010, except for Note 30, as to which the date is November 10, 2010, relating to the consolidated financial statements of Bona Film Group Limited and its subsidiaries and variable interest entities as of December] [[Letterhead of EntGroup] [2010.11.16] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Re: Bona Film Group Limited Consent to references to EntGroup International Consulting (Beijing) Co. Ltd. and its report, China Film Industry Review, 2010 Madam/Sirs: Yours faithfully, For and on behalf of EntGroup International] [Leading / Thinking / Performing November 9, 2010 Board of Directors Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.6] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Zhong Jiang Dated: 10/25/2010 EX-23.7 22 a2201001zex-23_7.htm EX-23.7] [Consent 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: I further agree that immediately prior to the effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company. Daqing Dave Qi Dated: 10/26/2010 EX-23.8 23 a2201001zex-23_8.htm EX-23.8] [BONA FILM GROUP LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Bona Film Group Limited (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental laws, rules] [[Date] To: Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025 The People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering We act as the PRC counsel to Bona Film Group Limited (the “ · ADSs]