[Solicitors and International Lawyers 12TH FLOOR GLOUCESTER TOWER | THE LANDMARK | 15 QUEEN’S ROAD CENTRAL | HONG KONG WWW.SHEARMAN.COM | Tel +852.2978.8000 | Fax +852.2978.8099 PARTNERS Matthew D. Bersani Nils Eliasson Alan Y.L. Yeung † Sidharth Bhasin Colin Law Brian G. Burke Kyungwon Lee Lorna Xin Chen Paul Strecker Peter C.M. Chen Paloma P. Wang REGISTERED FOREIGN LAWYERS ‡]
[Bona Film Group Limited _______, 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on ________, 2016 at ______ (Beijing Time). The meeting will be held at the Company’s office] []
[Bona Film Group Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting -- today announced that all measures were approved at its Annual General Meeting held in Beijing on December 29, 2015. BEIJING – December 29, 2015 The resolutions that were approved at the meeting were the adoption of the audited financial statements for the fiscal year ended December 31,] []
[Bona Film Group Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting -- today announced that all measures were approved at its Annual General Meeting held in Beijing on December 29, 2015. BEIJING – December 29, 2015 The resolutions that were approved at the meeting were the adoption of the audited financial statements for the fiscal year ended December 31,] []
[JOINT FILING AGREEMENT [Remainder of Page Intentionally Left Blank] Page 1 of 2 Gstone Investment International Ltd. WANG Dongming Director Goldstone Investment International Limited WANG Dongming Director Goldstone Boxin Investment Management Co., Ltd. WANG Dongming Chairman of the Board of Directors Goldstone Investment Co., Ltd. WANG Dongming Chairman of the Board of Directors] [URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies and Gentlemen: Sponsor Parent] [LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted] []
[Bona Film Group Limited _______, 2016 Shareholders of Bona Film Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Bona Film Group Limited (the “Company”) to be held on ________, 2016 at ______ (Beijing Time). The meeting will be held at the Company’s office] [Execution Version URANUS CONNECTION LIMITED 17/F, CITIC Securities Tower No. 48 Liangmaqiao Road, Chaoyang District Beijing, China, 100026 Attention: Yao SUN Facsimile: +86 (10) 6083-7899 Email: sunyao@citicgs.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies and Gentlemen:] [Execution Version ALIBABA PICTURES GROUP LIMITED 26/F, Tower One, Times Square 1 Matheson Street, Causeway Bay, Hong Kong Attention: Ms. Karen Xu / Mr. William Ng Fax: +852 2215 5200 Email: karen.xu@alibabapictures.com / william.ng@alibaba-inc.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China] [Execution Version ORIENTAL POWER HOLDINGS LIMITED 29F, Three Pacific Place, No. 1 Queen’s Road East Wanchai, Hong Kong Attention: Compliance and Transactions Department Facsimile: 852 2520 1148 Email: legalnotice@tencent.com with a copy to Tencent Building, Keji Zhongyi Avenue Hi-tech Park, Nanshan District Shenzhen 518057, PRC Attention: Mergers and Acquisitions Department Email: PD_Support@tencent.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F,] [Execution Version ZHANSHAN XIE c/o Global Incorporations Limited Suite 1107, Office Tower C1, Oriental Plaza No.1 East Chang An Avenue Beijing 100738, China Facsimile: +86 10 8525 5544 Email: xie550713@163.com December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter] [Execution Version DONG YU 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Facsimile: 86 10 56310828 Email: yudong@bonafilm.cn December 15, 2015 MOUNTAIN TIGER INTERNATIONAL LIMITED 18/F, Tower 1, U-town Office Building, No.1 San Feng Bei Li, Chaoyang District Beijing 100020 People’s Republic of China Re: Equity Commitment Letter Ladies] [Project Bonita Presentation to the Independent Committee 13 - Dec - 2015 Strictly Confidential Table of Contents __________________________________________ 1. Transaction Overview 2. Valuation Analysis Appendix Transaction Overview (In US$ millions, except for per ADS) Buyer Consortium's Proposal ADS Price 13.70 Diluted ADSs Outstanding (million) 72.79 Market Capitalization $997.2 +Total Debt 153.5 -Cash & Cash Equivalent 150.9 =Financial Net Debt 2.6] [Execution Version SUPPORT AGREEMENT Agreement Parent Company Schedule A Section 2.5 Schedule B Rollover Securityholder Rollover Securityholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Mountain Tiger Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“ Section 2.5 Uranus Schedule A Schedule B] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party Merger Agreement Parent Merger Sub This Limited Guarantee, dated as of December 15, 2015 (this “ Limited Guarantee Section 8.2(c) provided Maximum Amount 1. Terms of Limited Guarantee 2. provided Other Guarantor (a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought] [CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is made as of June 12, Agreement Chairman Skillgreat Chairman Parties Fosun Entities Sequoia Entities Investor Entities Party Parties Transaction Target Exchange Act WHEREAS, the Parties propose to undertake an acquisition transaction (the Holdco WHEREAS, (a) in connection with the Transaction, the Parties propose to form a new company ( Merger Sub Closing Surviving] [Execution Version INTERIM INVESTORS AGREEMENT Agreement Parent Merger Sub This Interim Investors Agreement (the “ RECITALS Company Merger Agreement Merger WHEREAS, on the date hereof, Bona Film Group Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “ Equity Investors Equity Commitment Letter Equity Commitment Letters Equity Commitment Equity Commitments Rollover Investors, Investors] []
