[FORM 20-F (Mark One) o or ý or o o Bona Film Group Limited Cayman Islands 11/F, Guan Hu Garden 3 Mr. Dong Yu Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares, each two representing one Ordinary Shares The NASDAQ Stock Market LLC Ordinary Shares, par value US$0.0005 per share* (The NASDAQ Select Global] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of May 23, 2011 in Beijing: (1) Beijing Bona New World Media Technology Co., Ltd. ( the “Lender”), an enterprise organized and existing under the laws of the People’s Republic of China (the “PRC”), with its address at Room B-209-6, No.2] [Schedule of Material Differences between: · · Form of Fixed Assets Loan Contract between ICBC and Bona Film Group Co., Ltd. (PRC) entered into in 2012 (“ICBC Loan 2012 Form”) Material difference ICBC Loan 2009 Form ICBC Loan 2012 Form Article 11. Other Agreements between the Parties — Section 11.1 “The Borrower shall open with the Lender the film shooting] [BUSINESS LOAN AGREEMENT Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 TERM. November 20, 2012, This Agreement shall be effective as of ADVANCE AUTHORITY. Yu Dong, CEO and Chairman of BONA ENTERTAINMENT COMPANY LIMITED, or Amy Xu, Chief Financial] [MODIFICATION TO THE LOAN AGREEMENT Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank This MODIFICATION TO THE LOAN AGREEMENT is attached to and by this reference is made a part of the Business Loan Agreement (Loan #366200005) dated November 20, 2012, and executed in connection with a loan or other financial accommodations between Lender and Borrower. “Cash Assets” The] [PROMISSORY NOTE Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 Principal Amount: $20,000,000.00 Date of Note: November 20, 2012 PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November] [COMMERCIAL SECURITY AGREEMENT Grantor: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor EI Monte, CA 91731 THIS COMMERCIAL SECURITY AGREEMENT dated November 20, 2012, is made and executed between BONA ENTERTAINMENT COMPANY LIMITED (“Grantor”) and East West Bank (“Lender”). GRANT OF SECURITY INTEREST. For] [COMMERCIAL GUARANTY Borrower: BONA ENTERTAINMENT COMPANY LIMITED Lender: East West Bank Unit 215, 2nd Floor, Inno Centre Loan Servicing Department Hong Kong 9300 Flair Drive, 6th Floor El Monte, CA 91731 Guarantor: Bona International Film Group Limited Unit 215, 2nd Floor, Inno Centre Hong Kong CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. INDEBTEDNESS. If Lender presently holds one or more guaranties,] [CITIC BANK INTERNATIONAL Our Ref No. WBG/12/1040 3 August 2012 Bona Film Group Limited 11/F., Guanhu Garden 3, 105 Yao Jia Yuan Road, ChaoYang District, Beijing, The People’s Republic of China. Mr. Yu Dong Attention: Dear Sirs, FACILITY LETTER Bank Facilities CITIC Bank International Limited (the “ A. BORROWER : Bona Film Group Limited B. FACILITIES AND LIMITS : General] [CITIC Bank International (China) Co., Ltd. As an issuing bank of Standby Letter of Credit And Bona Film Group Co., Ltd. As an applicant of Standby Letter of Credit Standby Letter of Credit Issuance Agreement No: CBI2012/W015L 1 “Agreement” This Standby Letter of Credit Issuance Agreement (this (1) CITIC Bank International (China) Co., Ltd Issuing Bank (as an issuing bank] [Deposit Pledge Agreement CITIC Bank International (China) Co., Ltd. August 13, 2012 Table of Contents Clause Title Page 1. DEFINITIONS AND INTERPRETATION 2 2. PLEDGE 3 3. DELIVERY OF DEPOSIT, NOTICE, APPROVAL, AND REGISTRATION] [List of Subsidiaries of Bona Film Group Limited Company Jurisdiction of Wholly owned subsidiaries Bona International Film Group Limited BVI Alpha Speed Limited BVI Bona Entertainment Company Limited Hong Kong Bona Productions Co., Ltd. Hong Kong Film Investments Limited Hong Kong Beijing Bona New World Media Technology Co., Ltd. PRC Partially owned subsidiaries Distribution Workshop (BVI) Ltd. BVI Distribution Workshop] [Certification by the Chief Executive Officer I, Dong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Amy Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Bona Film Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer In connection with the annual report on Form 20-F of Bona Film Group Limited (the “Company”) for the year ended December 31, 201 2 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 3 Dong Yu Chief Executive Officer] [Certification by the Chief Financial Officer In connection with the annual report on Form 20-F of Bona Film Group Limited (the “Company”) for the year ended December 31, 201 2 Amy (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 3 Amy Xu Amy Xu] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-174698 on Form S-8 of our reports dated April 29, 2013, relating to the consolidated financial statements of Bona Film Group Limited, its subsidiaries, its variable interest entities (the “VIEs”) and the VIEs’ subsidiaries (collectively, the “Group”) (which report expresses an unqualified] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.R. China TEL: (86 10) 8525-5500; FAX: (86 10) 8525-5511/5522 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 Sir/Madam: We hereby consent to the use of our]