[EXECUTION VERSION SECURITIES PURCHASE AGREEMENT By and Among SKILLGREAT LIMITED And Mr. DONG YU And PEAK REINSURANCE COMPANY LIMITED And FIDELIDADE-COMPANHIA DE SEGUROS, S.A. Dated as of October 12, 2015 SECURITIES PURCHASE AGREEMENT Agreement THIS SECURITIES PURCHASE AGREEMENT (this (1) PeakRe (2) Fidelidade PeakRe Sellers (3) Chairman (4) Purchaser Party Parties Each of the Purchaser, the Chairman and the] []
[EXECUTION VERSION SECURITIES PURCHASE AGREEMENT By and Among SKILLGREAT LIMITED And Mr. DONG YU And PEAK REINSURANCE COMPANY LIMITED And FIDELIDADE-COMPANHIA DE SEGUROS, S.A. Dated as of October 12, 2015 SECURITIES PURCHASE AGREEMENT Agreement THIS SECURITIES PURCHASE AGREEMENT (this (1) PeakRe (2) Fidelidade PeakRe Sellers (3) Chairman (4) Purchaser Party Parties Each of the Purchaser, the Chairman and the] []
[Bona Reports Second Quarter 2015 Financial Results 2Q15 Net Revenues Up 58.5% YoY to US$71.1 Million 2Q15 Non-GAAP EBITDA Up 58.1 % YoY to US$ 8.7 Million BEIJING August 26, 2015 Bona Film Group Limited (NASDAQ: BONA) (Bona or the Company) Our continued revenue growth in the second quarter of 2015 reflects the strength of our unique, vertically] [TABLE OF CONTENTS 2 BONA FILM GROUP LIMITED]
[Bona Reports Second Quarter 2015 Financial Results 2Q15 Net Revenues Up 58.5% YoY to US$71.1 Million 2Q15 Non-GAAP EBITDA Up 58.1 % YoY to US$ 8.7 Million BEIJING August 26, 2015 Bona Film Group Limited (NASDAQ: BONA) (Bona or the Company) Our continued revenue growth in the second quarter of 2015 reflects the strength of our unique, vertically] [TABLE OF CONTENTS 2 BONA FILM GROUP LIMITED]
[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] [THIS DEED OF RELEASE Deed (1) FOSUN INTERNATIONAL HOLDINGS LIMITED, Mortgagee IN FAVOR OF (2) SKILLGREAT LIMITED, Mortgagor WHEREAS: (A) Mortgage Deed Share Charge Mortgaged Shares Company (B) (C) NOW THIS DEED WITNESSES AS FOLLOWS: 1. 2. (a) RELEASES AND DISCHARGES (b) REASSIGNS AND RETRANSFERS (c) ACKNOWLEDGES AND CONFIRMS 3. 1 4. 5. Effective Date 6. 7. 8. [THE REST] [July 16, 2015 Skillgreat Limited c/o Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, Peoples Republic of China Attn: Dong Yu Re: Payoff Letter (this Letter) Dear Sir: We refer to the Loan Agreement (the Loan Agreement), dated as of July 23, 2014, among Skillgreat Limited, a company duly incorporated] []
[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] [THIS DEED OF RELEASE Deed (1) FOSUN INTERNATIONAL HOLDINGS LIMITED, Mortgagee IN FAVOR OF (2) SKILLGREAT LIMITED, Mortgagor WHEREAS: (A) Mortgage Deed Share Charge Mortgaged Shares Company (B) (C) NOW THIS DEED WITNESSES AS FOLLOWS: 1. 2. (a) RELEASES AND DISCHARGES (b) REASSIGNS AND RETRANSFERS (c) ACKNOWLEDGES AND CONFIRMS 3. 1 4. 5. Effective Date 6. 7. 8. [THE REST] [July 16, 2015 Skillgreat Limited c/o Bona Film Group Limited 11/F, Guan Hu Garden 3 105 Yao Jia Yuan Road, Chaoyang District Beijing 100025, Peoples Republic of China Attn: Dong Yu Re: Payoff Letter (this Letter) Dear Sir: We refer to the Loan Agreement (the Loan Agreement), dated as of July 23, 2014, among Skillgreat Limited, a company duly incorporated] []
[Bona Film Group Announces Formation of Independent Committee to Consider Going Private Proposal BEIJING July 13, 2015 About Bona Film Group Limited For more information about Bona, please visit http://www.bonafilm.cn. To be added to Bonas email list to receive Company news, please send your request to bona@tpg-ir.com. The Bona Film Group Limited logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=15750 Contact] [TABLE OF CONTENTS 2]
[Bona Film Group Announces Formation of Independent Committee to Consider Going Private Proposal BEIJING July 13, 2015 About Bona Film Group Limited For more information about Bona, please visit http://www.bonafilm.cn. To be added to Bonas email list to receive Company news, please send your request to bona@tpg-ir.com. The Bona Film Group Limited logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=15750 Contact] [TABLE OF CONTENTS 2]
[CONSORTIUM AGREEMENT Agreement Chairman Skillgreat Chairman Parties Fosun Entities Sequoia Entities Investor Entities Party Parties THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the Transaction Target Exchange Act WHEREAS, the Parties propose to undertake an acquisition transaction (the Holdco Merger Sub Closing Surviving Company WHEREAS, (a) in connection with the Transaction, the Parties propose to form] [June 12, 2015 The Board of Directors Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020, Peoples Republic of China Dear Sirs: Chairman Fosun Sequoia Company Acquisition Mr. Dong Yu, and certain of his affiliated entities (collectively, the We believe that our proposal provides a very attractive opportunity to] [EXECUTION COPY YNER ROUP IMITED T ECURED ONVERTIBLE OTE AND ARRANT URCHASE GREEMENT S Agreement Tyner Group Limited Company Ms. SHI, Nan Sun Mr. YU, Dong Founder Founders Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China Principals Fund I, L.P. Purchaser RECITALS Note Securities A. The Company desires to issue and sell and] [SCHEDULE 13D CUSIP No. 09777B107 Page 2 of 15 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA I, L.P. IRS Identification No. 20-3514012 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 5. ¨]
[CONSORTIUM AGREEMENT Agreement Chairman Skillgreat Chairman Parties Fosun Entities Sequoia Entities Investor Entities Party Parties THIS CONSORTIUM AGREEMENT is made as of June 12, 2015 (the Transaction Target Exchange Act WHEREAS, the Parties propose to undertake an acquisition transaction (the Holdco Merger Sub Closing Surviving Company WHEREAS, (a) in connection with the Transaction, the Parties propose to form] [June 12, 2015 The Board of Directors Bona Film Group Limited 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020, Peoples Republic of China Dear Sirs: Chairman Fosun Sequoia Company Acquisition Mr. Dong Yu, and certain of his affiliated entities (collectively, the We believe that our proposal provides a very attractive opportunity to] [EXECUTION COPY YNER ROUP IMITED T ECURED ONVERTIBLE OTE AND ARRANT URCHASE GREEMENT S Agreement Tyner Group Limited Company Ms. SHI, Nan Sun Mr. YU, Dong Founder Founders Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China Principals Fund I, L.P. Purchaser RECITALS Note Securities A. The Company desires to issue and sell and] [SCHEDULE 13D CUSIP No. 09777B107 Page 2 of 15 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SEQUOIA CAPITAL CHINA I, L.P. IRS Identification No. 20-3514012 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 5. ¨]
