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Actionable news in BONA: Bona Film Group Limited,

Going private transaction by certain issuers

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

Bona Film Group Limited

(Name of the Issuer)

Bona Film Group Limited

Mountain Tiger International Limited

Mountain Tiger Limited

Dong Yu

Skillgreat Limited

Vantage Global Holdings Ltd

Fosun International Limited

Orrick Investments Limited

Alibaba Pictures Group Limited

SAC Finance Company Limited

Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

SAIF Partners IV L.P.

Tencent Holdings Limited

Oriental Power Holdings Limited

Willow Investment Limited

Uranus Connection Limited

All Gain Ventures Limited

Zhanshan Xie

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.0005 per share

American Depositary Shares, each two representing one Ordinary Share
(Title of Class of Securities)

09777B107 1

(CUSIP Number)

Bona Film Group Limited

18/F, Tower A, U-town Office Building

No.1 San Feng Bei Li

Chaoyang District, Beijing 100020,

People’s Republic of China

Tel: +86-10-5631-0700

Dong Yu

Skillgreat Limited

Vantage Global Holdings Ltd

18/F, Tower A, U-town Office Building

No. 1 San Feng Bei Li

Chaoyang District, Beijing 100020,

People’s Republic of China

Tel: +86-10-5631-0700

Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

Sequoia Capital China Management I, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Nan Peng Shen

Suite 3613, 36/F, Two Pacific Place

88 Queensway Road, Hong Kong

Tel: +852-2501-8989

1 This CUSIP number applies to the Issuer’s American Depositary Shares, each two of which represent one Ordinary Share.

Mountain Tiger International Limited

Mountain Tiger Limited

c/o Offshore Incorporations (Cayman) Limited,

Floor 4, Willow House,

Cricket Square, P O Box 2804,
Grand Cayman KY1-1112

Cayman Islands

Tel: +86-10-8525-5529

Fosun International Limited

Orrick Investments Limited

Room 808, ICBC Tower,

3 Garden Road, Central,

Hong Kong

Tel: +852-2509-3228

All Gain Ventures Limited

Zhanshan Xie

c/o Global Incorporations Limited,
Suite 1107, Office Tower C1, Oriental Plaza,
No.1 East Chang An Avenue,
Beijing 100738,

People’s Republic of China

Tel: +86-10-8525-5529

SAIF Partners IV L.P.

Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong

Tel: +852-2918-2200

Uranus Connection Limited

c/o 17/F, CITIC Securities Tower

No. 48 Liangmaqiao Road

Chaoyang District

Beijing

People's Republic of China

Tel: +86-10-6083-7583

Alibaba Pictures Group Limited

SAC Finance Company Limited

26/F, Tower One,

Times Square, 1 Matheson Street,

Causeway Bay

Hong Kong

Tel: +852-2215-5428

Tencent Holdings Limited

Oriental Power Holdings Limited

Willow Investment Limited

29/F., Three Pacific Place,

No. 1 Queen’s Road East,

Wanchai

Hong Kong

Tel: +86-755-8601-3388 ext 72000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Stephanie Tang, Esq.

Shearman & Sterling

12th Floor, Gloucester Tower

The Landmark

15 Queen’s Road, Central

Hong Kong

Tel: +852-2978-8028

Chris K.H. Lin, Esq.

Daniel Fertig, Esq.

Simpson Thacher & Bartlett

c/o 35th Floor, ICBC Tower

3 Garden Road, Central

Hong Kong

Tel: +852-2514-7600

David Zhang, Esq.

Jesse Sheley, Esq.

Kirkland & Ellis

26th Floor, Gloucester Tower,

The Landmark

15 Queen’s Road, Central

Hong Kong

Tel: +852-3761-3300

Weiheng Chen, Esq.

Zhan Chen, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Suite 1509, 15F, Jardine House

1 Connaught Place, Central

Hong Kong

Tel: +852-3972-4955

Gerard S. DiFiore, Esq.

Gregory Wang, Esq.

Reed Smith LLP

20th Floor Alexandra House

18 Chater Road

Central, Hong Kong

Tel: +852-2810-8008

Ke Geng, Esq.

O’Melveny & Myers LLP

Yin Tai Centre, Office Tower, 37th Floor

No. 2 Jianguomenwai Ave.

Chao Yang District

Beijing

People’s Republic of China

Tel: +86-10-6563-4261

David M. Ludwick, Esq.

Freshfields Bruckhaus Deringer

11/F, Two Exchange Square

8 Connaught Place

Central, Hong Kong

Tel: +852-2846-3400

This statement is filed in connection with (check the appropriate box):

¨ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
¨ The filing of a registration statement under the Securities Act of 1933.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment of $27.40 per share for the 11,689,854.5 issued and outstanding ordinary shares of the issuer (including shares represented by American Depositary Shares) subject to the transaction plus (b) the product of 825,242.5 ordinary shares issuable under all outstanding and unexercised options multiplied by $18.88 per share (which is the difference between the $27.40 per share merger consideration and the weighted average exercise price of $8.52 per share) ((a) and (b) together, the “Transaction Valuation”).

** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction Valuation by 0.0001007.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

TABLE OF CONTENTS

INTRODUCTION

This Amendment No. 3 (this “Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value $0.0005 per share (each, a “Share”), including the Shares represented by the American depositary shares (each an “ADS,” or collectively, the “ADSs”), each two of which represent one Share, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (c) Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”); (d) Mr. Dong Yu, the founder, chairman of the board of directors of the Company (the “Board”) and chief executive officer of the Company (the “Chairman”), (e) Skillgreat Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Skillgreat”); (f) Vantage Global Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Vantage”, and collectively with the Chairman and Skillgreat, the “Chairman Parties”); (g) Fosun International Limited, a limited company incorporated under the laws of Hong Kong S.A.R. (“Hong Kong”) (“Fosun”); (h) Orrick Investments Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Orrick”, together with “Fosun”, the “Fosun Entities”); (i) Sequoia Capital China I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia”); (j) Sequoia Capital China Partners Fund I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia Partners”); (k) Sequoia Capital China Principals Fund I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia Principals”, and collectively with Sequoia and Sequoia Partners, the “Sequoia Entities”); (l) Sequoia Capital China Management I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia Capital”); (m) SC China Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“SC China”);...


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