[Amendment No. 1 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 COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND 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] [[Letterhead of Conyers Dill & Pearman ] 23 November, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 95 31 Anna.Chong@ conyersdill.com AC/al/#346195 (M#87 4684 ) Dear Sirs, Bona Film Group Limited (the “Company”) We have acted] [[Letterhead of Simpson Thacher & Bartlett LLP ] November 19, 2010 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Road Chaoyang District Beijing 100025 People’s Republic of China Ladies and Gentlemen: (the “Securities Act”) , relating to the registration of shares of the Company’s ordinary shares, par value US$0.0 00 5 per share, which will be] [[Letterhead of Conyers Dill & Pearman] 23 November, 2010 Matter No.:874 684 Doc Ref: AC/al /#3 46196 Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road Chaoyang District Beijing 100025 People’s Republic of China Dear Sirs, Re: Bona Film Group Limited (t he “Company”) We have acted as special Cayman Islands legal counsel to the] [BONA FILM GROUP LIMITED 20 09 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (“Bona BVI”) had adopted the Bona International Film Group Limited 2009 Stock Incentive Plan (the “Original Plan”); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [BONA FILM GROUP LIMITED 20 10 STOCK INCENTIVE PLAN WHEREAS, Bona International Film Group Limited, a company incorporated under the laws of the British Virgin Islands (“Bona BVI”) had adopted the Bona International Film Group Limited 2010 Stock Incentive Plan (the “Original Plan”); WHEREAS, WHEREAS, the Company agrees to Assume (as such term is defined herein) the Awards (as such] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-170657 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]