[SIMPSON THACHER & BARTLETT ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER E-MAIL ADDRESS +852-2514-7650 clin@stblaw.com October 14, 2014 VIA EDGAR Loan Lauren P. Nguyen, Special Counsel Julie Griffith 100 F Street, N.E. Re: Bona Film Group Limited Registration Statement on Form F-3 Filed April 22, 2014 File No. 333-195426 Dear]
[AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BONA FILM GROUP LIMITED Cayman Islands 7822 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District Beijing 100020, People's Republic of China +(86) 10 5631 0700 Law Debenture Corporate] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement No. 333-195426 on Form F-3 of our reports dated April 21, 2014, 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)]
[Bona Film Group Adds Donghui Pan to Its Board of Directors BEIJING August 28 , 2014 unit and Fosun TMT & Entertainment unit . Fosun Group is a strategic investor in Bona. We are delighted to have Donghui Pan join our Board of Directors. His appointment reflects the strength of our strategic partnership with Fosun Group, and solidifies] [Bona Reports Second Quarter 2014 Financial Results 2Q14 Total Net Revenues Up 58.7% YoY to US$44.9 Million 2Q14 Non-GAAP EBITDA Up 33.2% YoY to US$5.5 Million 2Q14 Non-GAAP Net Income Up 68.8% YoY to US$3.4 Million BEIJING August 28, 2014 Bona Film Group Limited (NASDAQ: BONA) (Bona or the Company) , a leading film distributor and vertically integrated] [TABLE OF CONTENTS 2 BONA FILM GROUP LIMITED]
[Bona Film Group Adds Donghui Pan to Its Board of Directors BEIJING August 28 , 2014 unit and Fosun TMT & Entertainment unit . Fosun Group is a strategic investor in Bona. We are delighted to have Donghui Pan join our Board of Directors. His appointment reflects the strength of our strategic partnership with Fosun Group, and solidifies] [Bona Reports Second Quarter 2014 Financial Results 2Q14 Total Net Revenues Up 58.7% YoY to US$44.9 Million 2Q14 Non-GAAP EBITDA Up 33.2% YoY to US$5.5 Million 2Q14 Non-GAAP Net Income Up 68.8% YoY to US$3.4 Million BEIJING August 28, 2014 Bona Film Group Limited (NASDAQ: BONA) (Bona or the Company) , a leading film distributor and vertically integrated] [TABLE OF CONTENTS 2 BONA FILM GROUP LIMITED]
[JOINT FILING AGREEMENT FOSUN INTERNATIONAL HOLDINGS LTD. Guo Guangchang FOSUN INTERNATIONAL LIMITED Qin Xuetang] [DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade Companhia de Seguros, S.A. is set forth below. Fidelidade Companhia de Seguros, S.A. Name Business] [TRANSACTIONS IN ADSS AND ORDINARY SHARES BY EACH REPORTING PERSON DURING THE PAST 60 DAYS Reporting Person Trade Date Type of Number of ADSs Number of Underlying Average Price Per ADS Fidelidade Companhia de Seguros, S.A. May 27, 2014 Purchase 29,100 14,550 $ 5.90 Fidelidade Companhia de Seguros, S.A. May 28, 2014 Purchase 10,016 5,008 $ 5.98 Fidelidade] [SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this (1) Founder Mr. Dong Yu, an individual (the (2) Selling Shareholder Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands and] [LOAN AGREEMENT Agreement Skillgreat Limited Borrower Mr. Dong Yu Guarantor Fosun International Holdings Limited Lender THIS LOAN AGREEMENT (this Party Parties Borrower, Guarantor and Lender are sometimes herein referred to each as a Initial Lender Initial Loan Agreement Ordinary Shares Share Acquisition Borrower, Guarantor and an Affiliate of Lender (the Accordingly, the Parties hereto agree to amend] [DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY i THIS EQUITABLE SHARE MORTGAGE is made] []
[JOINT FILING AGREEMENT FOSUN INTERNATIONAL HOLDINGS LTD. Guo Guangchang FOSUN INTERNATIONAL LIMITED Qin Xuetang] [DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON, PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS IN CONTROL OF ANY REPORTING PERSON The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade Companhia de Seguros, S.A. is set forth below. Fidelidade Companhia de Seguros, S.A. Name Business] [TRANSACTIONS IN ADSS AND ORDINARY SHARES BY EACH REPORTING PERSON DURING THE PAST 60 DAYS Reporting Person Trade Date Type of Number of ADSs Number of Underlying Average Price Per ADS Fidelidade Companhia de Seguros, S.A. May 27, 2014 Purchase 29,100 14,550 $ 5.90 Fidelidade Companhia de Seguros, S.A. May 28, 2014 Purchase 10,016 5,008 $ 5.98 Fidelidade] [SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this (1) Founder Mr. Dong Yu, an individual (the (2) Selling Shareholder Skillgreat Limited, a company duly incorporated and existing under the laws of the British Virgin Islands and] [LOAN AGREEMENT Agreement Skillgreat Limited Borrower Mr. Dong Yu Guarantor Fosun International Holdings Limited Lender THIS LOAN AGREEMENT (this Party Parties Borrower, Guarantor and Lender are sometimes herein referred to each as a Initial Lender Initial Loan Agreement Ordinary Shares Share Acquisition Borrower, Guarantor and an Affiliate of Lender (the Accordingly, the Parties hereto agree to amend] [DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY i THIS EQUITABLE SHARE MORTGAGE is made] []
[STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014 Table of Contents Page ARTICLE I Purchase and Sale of Shares; Closing 3 Section 1.01 Purchase and Sale of the Shares 3] [99.2 SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED Dated as of July 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this Founder (1) Mr. Dong Yu, an individual (the Selling Shareholder (2) Skillgreat Limited, a company duly incorporated and existing under the] [LOAN AGREEMENT Agreement Skillgreat Limited Borrower Mr. Dong Yu Guarantor Fosun International Holdings Limited Lender THIS LOAN AGREEMENT (this Party Parties Borrower, Guarantor and Lender are sometimes herein referred to each as a Initial Lender Initial Loan Agreement Ordinary Shares Share Acquisition Borrower, Guarantor and an Affiliate of Lender (the Accordingly, the Parties hereto agree to amend] [DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT i THIS EQUITABLE SHARE MORTGAGE is made on July 23, 2014 . BETWEEN (1) SKILLGREAT LIMITED , Mortgagor a BVI business company] [STOCK TRADING PLAN Plan Shares Issuer Exchange Act This Stock Trading Plan (the CSSU To dispel any inference that the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence the Clients knowledge of material nonpublic information, or] []
[STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014 Table of Contents Page ARTICLE I Purchase and Sale of Shares; Closing 3 Section 1.01 Purchase and Sale of the Shares 3] [99.2 SHARE PURCHASE AGREEMENT By and Among MR. DONG YU, SKILLGREAT LIMITED, FIDELIDADE COMPANHIA DE SEGUROS, S.A., And FOSUN INTERNATIONAL LIMITED Dated as of July 13, 2014 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this Founder (1) Mr. Dong Yu, an individual (the Selling Shareholder (2) Skillgreat Limited, a company duly incorporated and existing under the] [LOAN AGREEMENT Agreement Skillgreat Limited Borrower Mr. Dong Yu Guarantor Fosun International Holdings Limited Lender THIS LOAN AGREEMENT (this Party Parties Borrower, Guarantor and Lender are sometimes herein referred to each as a Initial Lender Initial Loan Agreement Ordinary Shares Share Acquisition Borrower, Guarantor and an Affiliate of Lender (the Accordingly, the Parties hereto agree to amend] [DATED JULY 23, 2014 (1) SKILLGREAT LIMITED AND (2) FOSUN INTERNATIONAL HOLDINGS LIMITED EQUITABLE SHARE MORTGAGE IN RESPECT OF SHARES OF BONA FILM GROUP LIMITED THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT i THIS EQUITABLE SHARE MORTGAGE is made on July 23, 2014 . BETWEEN (1) SKILLGREAT LIMITED , Mortgagor a BVI business company] [STOCK TRADING PLAN Plan Shares Issuer Exchange Act This Stock Trading Plan (the CSSU To dispel any inference that the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence the Clients knowledge of material nonpublic information, or] []
[JOINT FILING AGREEMENT Dated: July 23, 2014 21st Century Fox America, Inc. Janet Nova Executive Vice President and Deputy General Counsel Twenty-First Century Fox, Inc. Janet Nova Executive Vice President and Deputy Group General Counsel] [STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014 Table of Contents Page ARTICLE I Purchase and Sale of Shares; Closing 3 Section 1.01 Purchase and Sale of the Shares 3 Section 1.02 Closing Date 3 Section 1.03 Transactions To Be Effected at the Closing 3] [(1) Names of reporting persons 21st Century Fox America, Inc. (formerly known as News America Incorporated) (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) OO]
[JOINT FILING AGREEMENT Dated: July 23, 2014 21st Century Fox America, Inc. Janet Nova Executive Vice President and Deputy General Counsel Twenty-First Century Fox, Inc. Janet Nova Executive Vice President and Deputy Group General Counsel] [STOCK PURCHASE AGREEMENT By and Among 21st Century Fox America, Inc., Skillgreat Limited And Mr. Dong Yu Dated as of July 13, 2014 Table of Contents Page ARTICLE I Purchase and Sale of Shares; Closing 3 Section 1.01 Purchase and Sale of the Shares 3 Section 1.02 Closing Date 3 Section 1.03 Transactions To Be Effected at the Closing 3] [(1) Names of reporting persons 21st Century Fox America, Inc. (formerly known as News America Incorporated) (2) Check the appropriate box if a member of a group (see instructions) ¨ x (a) (3) SEC use only (4) Source of funds (see instructions) OO]
