dated November 30, 2015 Between SKILLGREAT LIMITED as Chargor and URANUS CONNECTION LIMITED as Chargee SHARE CHARGE Relating to certain ordinary shares in Bona Film Group Limited WARNING

Exhibit 99.9

dated November 30, 2015

Between

SKILLGREAT LIMITED

as Chargor

and

URANUS CONNECTION LIMITED

as Chargee

SHARE CHARGE

Relating to certain ordinary shares in Bona Film Group Limited

WARNING

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

TABLE OF CONTENTS

Clause	Heading	Page Number
1.	Interpretation	1
2.	Fixed charge	4
3.	Restrictions and further assurance	4
4.	Charged shares	6
5.	General undertakings	7
6.	Representations and warranties	8
7.	Enforcement	10
8.	RECEIVER	10
9.	Wide construction of enforcement powers	13
10.	Chargee’s rights	13
11.	Order of distributions	15
12.	Liability of Chargee and Delegates	16
13.	Power of attorney	16
14.	Protection of third parties	16
15.	Saving provisions	17
16.	Discharge of Encumbrances	18
17.	Expenses, stamp duty and interest	19
18.	Payments	19
19.	Rights, amendments, waivers and determinations	20
20.	Partial invalidity	21
21.	Notices	21
22.	changes to parties	22
23.	Counterparts	22
24.	Governing law	23
25.	DISPUTE RESOLUTION	23
schedule 1 Rights of Chargee		24
schedule 2 Shares		26
schedule 3 FORM OF iNSTRUMENT OF tRANSFER		27
schedule 4 FORM OF irrevocable DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY		28

THIS DEED is dated November 30, 2015 and made

between:

(1) SKILLGREAT LIMITED, a company incorporated under the laws of the British Virgin Islands (Company No. 1499534), whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands as chargor (“Chargor”); and

(2) URANUS CONNECTION LIMITED, a British Virgin Islands company incorporated with limited liability under the laws of the British Virgin Islands, whose registered office is at NovaSage Xxxxxxxx, P.O. Box 4389, Road Town, Tortola, British Virgin Islands as chargee (the “Chargee”).

Background:

(A) The Chargor is entering into this Deed in connection with the Loan Agreement (as defined below) and the Note.

(B) The board of directors of the Chargor is satisfied that entering into this Deed is for the purposes and to the benefit of the Chargor.

(C) The Chargee and the Chargor intend this Deed to take effect as a deed of the Chargor (notwithstanding that the Chargee may have executed it under hand only).

This Deed witnesses the following:

1. Interpretation

1.1 Definitions

Terms defined in the Loan Agreement (as defined below) shall, unless otherwise defined in this Deed or unless a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:

“Authorisation” means an authorisation, consent, approval, resolution, licence, filing, notarisation, registration or exemption.

“BVI BC Act” means the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands.

“Charged Assets” means the Shares and related Dividends, shares, interests, rights, accretions, monies and other properties (including without limitation, by way of share split, share combination or other similar event) that are from time to time subject, or expressed to be subject, to the Charges.

“Charged Company” means Bona Film Group Limited, a company incorporated under the laws of the Cayman Islands whose principal executive offices are located at 18/F Tower 1, U-town Office Building, Xx.0 Xxx Xxxx Xxx Xx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, People’s Republic of China and whose American Depositary Shares are listed on the NASDAQ Stock Market.

“Charges” means all or any of the Encumbrances created or expressed to be created by or pursuant to this Deed.

1

“Deed” means this deed of share charge.

“Delegate” means a delegate or sub-delegate appointed under Clause 10.2 (Delegation).

“Dividends” means, in respect of the Chargor, all present and future:

(a) dividends and distributions of any kind including cash dividends, stock dividends, liquidating dividends, non-cash dividends and any other sum received or receivable in respect of any of the Shares owned by the Chargor;

(b) rights, shares, money or other assets accruing or offered by way of stock splits or reclassifications redemption, bonus, option or otherwise in respect of any of the Shares owned by the Chargor;

(c) allotments, offers, warrants and rights accruing or offered in respect of any of the Shares owned by the Chargor; and

(d) other rights and assets attaching to, deriving from or exercisable by virtue of the ownership of, any of the Shares owned by the Chargor.

“Encumbrance” means any claim, charge, mortgage, security, lien, option, equity, power of sale, hypothecation or other third-party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind.

“Enforcement Notice” means any written notice given by the Chargee to the Chargor after the occurrence of an Event of Default which is continuing stating that the Charges have become enforceable.

“Event of Default” means an “Event of Default” under the Note.

“Loan Agreement” means the loan agreement dated November 25, 2015 between, inter alios, the Chargor as the Issuer and the Chargee as the Investor.

“Obligations” means the payment and performance (whether at stated maturity, by acceleration or otherwise) of all obligations and liabilities now or hereafter due, owing or incurred by the Chargor to the Chargee under the Note.

“Party” means a party to this Deed.

“Receiver’ means a receiver and/or manager (and/or any other analogous person under any relevant jurisdiction, including a judicial manager, administrative receiver, administrator or provisional supervisor) appointed pursuant to this Deed in respect of the Charged Assets.

“Securities Act” means the Securities Act of 1933 as amended and in effect from time to time.

“Security Period” means the period from the date of this Deed until the date on which the Obligations have been irrevocably and unconditionally paid and discharged in full.

“Shares” means, in respect of the Chargor:

(a) all the shares described Schedule 2 (Shares) which are owned (whether legally or beneficially) by the Chargor; and

(b) all warrants, options or other rights to subscribe for, purchase or otherwise acquire those shares.

2

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

1.2 Construction

(a) Unless a contrary indication appears, any reference or references in this Deed to:

(i) the “Chargee” and “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) a “Transaction Document” or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Transaction Document or other agreement or instrument;

(iii) any form of property or asset shall include a reference to all or any part of that property or asset;

(iv) “assets” includes present and future properties, revenues and rights of every description;

(v) a Charged Asset includes the proceeds of sale of that Charged Asset;

(vi) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);

(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(viii) a provision of law is a reference to that provision as amended or re-enacted from time to time;

(ix) Clauses and Schedules are to clauses of and schedules to this Deed;

(x) the word “including” is without limitation; and

(xi) the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to.

(b) The rules of construction set out in clauses 1.2 to 1.6 and 1.8 of the Loan Agreement shall apply to this Deed mutatis mutandis, save that references therein to “this Agreement” shall be construed as references to this Deed.

(c) The Charges shall be and are “enforceable” in accordance with Clause 7 (Enforcement) only.

3

(d) An Event of Default is regarded as “continuing” if it has not been waived by the Chargee in accordance with the Transaction Documents.

(e) Any covenant of the Chargor under this Deed remains in force during the Security Period.

(f) If the Chargee reasonably considers that an amount paid to it under the Note or any Charges is capable of being avoided or otherwise set aside by virtue of bankruptcy, insolvency, liquidation or similar laws, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.

2. Fixed charge

2.1 Charge

The Chargor, as legal and beneficial owner of its Shares and as continuing security for the payment or discharge of all Obligations, charges in favour of the Chargee by way of a first fixed charge all its rights, title and interest present and future in and to the Shares and the Dividends.

2.2 Share registration

The Chargor agrees that at any time after the Charges become enforceable, the Chargee may, at the cost of the Chargor, register the Shares in the name of the Chargee or its nominee.

2.3 Retention of documents

The Chargee shall be entitled to continue to hold any document delivered to it pursuant to Clause 3.3 (Delivery of documents) until the Charges are released and if, for any reason (other than pursuant to Clause 16 (Discharge of Encumbrances)), it releases any such document to the Chargor before such time, it may by notice to the Chargor require that such document be redelivered to it and the Chargor shall immediately comply with that requirement or procure that it is complied with.

3. Restrictions and further assurance

3.1 Encumbrances

The Chargor shall not create or attempt to create or permit to subsist any Encumbrance over or affecting the Charged Assets or any part of them except as created by this Deed.

3.2 Disposal

The Chargor shall not (and shall not agree to) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, withdraw, transfer or otherwise dispose of the Charged Assets or any part of them except as permitted by this Deed.

3.3 Delivery of documents

(a) The Chargor shall deliver or procure that there shall be delivered to the Chargee such documents relating to the Charged Assets as the Chargee reasonably requires and the following documents upon the execution of this Deed which may be held by the Chargee until the Charges are released:

4

(i) a certified copy of the register of members of the Charged Company showing the Chargor as registered owner of the Shares;

(ii) duly executed instruments of transfer in blank in respect of the Shares substantially in the form set out in Schedule 3 (Form of Instrument of Transfer) but, in each case, with the dates and names of the transferees left blank; and

(iii) signed but undated deed of irrevocable appointment of proxy and power of attorney from the Chargor substantially in the form set out in Schedule 4 (Form of Irrevocable Deed of Appointment of Proxy and Power of Attorney).

(b) The Chargor shall deliver or procure that there shall be delivered to the Chargee share certificates in respect of the Shares within ten (10) Business Days after the date hereof.

(c) At any time after the Charges have become enforceable, the Chargee shall have the right to complete, date and put into effect the documents referred to in sub-paragraphs (a)(ii) and (a)(iii) above and to vote to appoint such persons as the Chargee shall think fit as a shareholder of the Charged Company.

3.4 Further assurance

The Chargor shall at its own expense promptly do whatever the Chargee reasonably requires:

(a) to perfect or protect the Charges or the priority of the Charges; or

(b) to facilitate the realisation of the Charged Assets or the exercise of any rights vested in the Chargee, any Delegate or any Receiver after the Charges become enforceable.

3.5 Registration and security filings

Without prejudice to the generality of Clause 3.4 (Further assurance):

(a) the Chargor shall:

(i) as soon as practicable after the execution of this Deed, create and maintain a register of charges (the “Register of Charges”) of the Chargor in accordance with section 162 of the BVI BC Act to the extent this has not already been done;

(ii) promptly enter particulars as required by the BVI BC Act of the Charges in the Register of Charges and as soon as practicable after entry of such particulars has been made, and in any event within ten (10) Business Days of the date of this Deed, provide the Chargee with a certified true copy of the updated Register of Charges; and

(iii) promptly effect registration, or assist the Chargee in effecting registration, of this Deed with the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar of Corporate Affairs”) pursuant to section 163 of the BVI BC Act by making the required filing, or assisting the Chargee in making the required filing, in the approved form with the Registrar of Corporate Affairs and (if applicable) provide confirmation in writing to the Chargee that such filing has been made.

5

(b) the Chargor shall, promptly after execution of this Deed and in any event within three (3) Business Days of the date of this Deed, procure that the register of members of the Charged Company be notated to reflect the creation of the Charges and provide the Chargee with a certified true copy of register of members of the Charged Company with the following annotation.

“3,564,257 ordinary shares issued as fully paid up and registered in the name of Skillgreat Limited are charged by way of first fixed charge in favour of Uranus Connection Limited pursuant to a share charge dated November 30, 2015, as amended from time to time”.

3.6 Directors resolution

After the Charges have become enforceable, the Chargor shall procure to the extent that it is within its power as a shareholder of the Charged Company that any transfer to or by the Chargee or its nominee of any of the Charged Assets is duly approved by the board of directors of the Charged Company (if required) and registered in the Charged Company’s shareholder register (if necessary), by replacing the board of directors of the Charged Company with directors nominated by the Chargee as it sees fit.

4. Charged shares

4.1 Voting and other rights until the Charges become enforceable

Until the Charges have become enforceable, the Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to the Shares as it sees fit.

4.2 Voting and other rights if the Charges become enforceable

At any time after the Charges become enforceable:

(a) the Chargee shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Share as it sees fit; and

(b) the Chargor shall comply or procure the compliance with any directions of the Chargee in respect of the exercise of those rights and shall promptly following a written request by the Chargee execute and/or deliver to the Chargee such forms of proxy as it may require in connection with that exercise.

4.3 Dividends

(a) Until the Charges have become enforceable, the Chargor shall be entitled to retain all Dividends.

(b) When the Charges have become enforceable, the Chargor shall pay to the Chargee all such Dividends, whether in cash or otherwise.

(c) All Dividends that are received with respect to the Shares by the Chargor contrary to the provisions of this Clause 4.3 shall be:

(i) held in trust for the benefits of the Chargee;

(ii) segregated from other property or funds of the Chargor; and

(iii) forthwith delivered to the Chargee in the same form as so received (with any necessary endorsement).

6

(d) The Chargor shall promptly notify the Chargee of any declaration, payment, allotment, offer or issue of any Dividend.

4.4 Communications

The Chargor shall, as soon as practicable after receipt and to the extent legally permissible, deliver to the Chargee a copy of every circular, notice, report, set of accounts or other documents received by it or its nominee in connection with the Shares or in connection with or from the issuer of any of the Shares.

4.5 Payment of calls etc.

(a)           The Chargor must promptly pay or procure the payment of all calls, instalments or other payments due and payable in respect of any of the Charged Assets.

(b)           If the Chargor fails to do so, the Chargee may (but shall be under no obligation to) pay the calls, instalments or other payments in respect of any Shares on behalf of the Chargor. The Chargor shall immediately on request reimburse the Chargee for any payment made by the Chargee under this Subclause.

4.6 Power of attorney

If any Share is not held in the Chargor’s name other than pursuant to this Deed, the Chargor shall promptly execute and deliver to the Chargee an irrevocable power of attorney expressed to be given by way of security and executed as a deed by the person in whose name that Share is held. That power of attorney shall appoint the Chargee and every Delegate the attorney of the holder and shall be substantially in the form of the power of attorney in Clause 13 (Power of Attorney) of this Deed.

4.7 Exchange certificates

The Chargee shall have the right at any time to exchange certificates or other documents of title (if any) representing or evidencing Charged Assets for certificates or documents of title (if any) of smaller or larger denominations to represent any smaller or larger number of ordinary shares that may be issued to the Chargor in respect of the Charged Assets, as may be reflected on the register of members of the Charged Company from time to time.

5. General undertakings

5.1 Authorisations

(a) The Chargor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Chargee of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Deed (subject to any general principles of law limiting its obligations or the enforceability of the Charges).

7

(b) The Chargor shall promptly make or file any of the registrations specified in Clause 6.5 (Validity and admissibility in evidence) within any prescribed time limit(s), if any.

5.2 Compliance with laws

The Chargor shall comply in all respects with all laws to which it is subject, if failure so to comply would materially impair its ability to perform its obligations under this Deed.

6. Representations and warranties

The Chargor makes the representations and warranties set out in this Clause 6 (to the extent applicable) to the Chargee on the date of this Deed.

6.1 Status and capacity

(a) It is a BVI business company, duly incorporated with limited liability, validly existing and in good standing under the law of its jurisdiction of incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted.

6.2 Binding obligations

The obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable, subject to any general principles of law limiting its obligations or the enforceability of the Charges.

6.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, this Deed or any Transaction Document do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents (if applicable); or

(c) any agreement or instrument binding upon it or any of its assets,

nor (except for the Charges) result in the existence of, or oblige it to create, any Encumbrance over any of the Charged Assets.

6.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed.

6.5 Validity and admissibility in evidence

Subject to any general principles of law limiting its obligations or the enforceability of the Charges, all Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Deed;

(b) to make this Deed admissible in evidence in its jurisdiction of incorporation; and

8

(c) to enable it to create the Charges and to ensure that the Charges have and will have the priority and ranking which they are expressed to have,

have been obtained or effected and are in full force and effect save for the making of the appropriate filings of this Deed in accordance with Clauses 3.5(a) and 3.5(b).

6.6 Legal and beneficial ownership

The Chargor is the sole beneficial and legal owner of its respective Charged Assets.

6.7 Shares fully paid etc.

(a) The shares described in Schedule 2 (Shares) and to the extent applicable, the other Charged Assets, are validly issued, fully paid for, non-assessable and are not subject to any option to purchase or similar rights.

(b) The Charged Assets are transferable subject to all applicable law and the memorandum and articles of association of the Charged Company.

6.8 No proceedings pending or threatened

No material litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency is pending or, to the knowledge of the Chargor, threatened by or against the Chargor with respect to this Deed or the transaction contemplated by this Deed or having a material adverse effect on the Chargor’s ability to observe any of its obligations hereunder.

6.9 No existing Encumbrance

Except for the Charges, no Encumbrance exists on or over the Charged Assets except as imposed by law.

6.10 Nature of Encumbrance

This Deed creates the security it purports to create and is not liable to be amended or otherwise set aside on its liquidation or otherwise.

6.11 Pari passu ranking

The Chargor’s payment obligations under this Deed rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to the companies generally.

6.12 Immunity

(a) The entry into by it of this Deed constitutes, and the exercise by it of its rights and performance of its obligations under this Deed will constitute, private and commercial acts performed for private and commercial purposes.

(b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this Deed.

6.13 Times for making representations and warranties

The representations and warranties set out in this Deed (including in this Clause) are:

9

(a) made on the date of this Deed; and

(b) deemed to be made by the Chargor by reference to the facts and circumstances then existing on each day during the Security Period.

7. Enforcement

7.1 When enforceable

The Charges shall be enforceable and, save as may be provided in this Deed, the powers conferred to in this Deed shall be exercisable following the delivery of an Enforcement Notice validly given in accordance with the terms of this Deed.

7.2 Discretion

Upon the occurrence of an Event of Default, the Chargee:

(a) may enforce all or any part of any Charges (at the times, in the manner and on the terms as it thinks fit) and take possession and register all or any part of the Charged Assets as it reasonably determines fit in the name of the Chargee or dispose of all or any part of the Charged Assets; and

(b) whether or not it has appointed a Receiver, may exercise all or any of the powers, authorities and discretions given to mortgagees and Receivers by this Deed or otherwise conferred by law.

7.3 Power of sale

The power of sale or other disposal conferred on the Chargee and on any Receiver by this Deed shall arise (and the Obligations shall be deemed due and payable for that purpose) on execution of this Deed and shall be exercisable in accordance with this Clause 7.

7.4 No requirement of notice period

Except as required by applicable law or other terms of this Deed (including, Clause 7.1 and the latter part of this Clause 7.4) or any other Transaction Documents, the Chargee is not required to give any prior notice of non-payment or Event of Default to the Chargor before enforcing the Charges.

7.5 No liability as mortgagee in possession

Nothing done by or on behalf of the Chargee or any Receiver pursuant to this Deed shall render it liable to account as a mortgagee in possession for any sums except in the case of fraud, wilful misconduct or gross negligence on the part of the Chargee.

8. RECEIVER

8.1 Appointment of Receiver

(a) Without prejudice to the provisions of Clauses 7.1 (When enforceable), 7.2 (Discretion), 7.3 (Power of sale) and 7.5 (No liability as mortgagee in possession) above, the Chargee may appoint any one or more persons to be a Receiver of all or any part of the Charged Assets if the Charges have become enforceable.

(b) Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.

10

8.2 Removal

The Chargee may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

8.3 Remuneration

The Chargee may fix the remuneration of any Receiver appointed by it.

8.4 Agent of Chargor

(a) A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.

(b) The Chargee will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

8.5 Relationship with agent

To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after the Charges become enforceable be exercised by the Chargee in relation to any Charged Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.

8.6 Powers of the Receiver

(a) General

(i) A Receiver has all of the rights, powers and discretions set out below in this Clause 8.6 in addition to those conferred on it by any law.

(ii) If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

(b) Possession

A Receiver may take immediate possession of, get in and collect any Charged Asset and without prejudice to the foregoing, cause to be registered all or any part of the Charged Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s) thereof.

(c) Employees

(i) A Receiver may appoint and discharge managers, officers, agents, accountants, servants, employees, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he thinks fit.

(ii) A Receiver may discharge any person appointed by the Chargor.

11

(d) Borrow money

A Receiver may raise and borrow money either unsecured or on the Encumbrances of any Charged Asset either in priority to the Encumbrances or otherwise and generally on any terms and for whatever purpose which he thinks fit.

(e) Sale of assets

(i) A Receiver may sell, exchange, convent into money and realise any Charged Asset by public auction or private contract and generally in any matter and on any terms which he thinks fit.

(ii) The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.

(f) Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Charged Asset.

(g) Legal actions

A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Charged Asset which he thinks fit.

(h) Receipts

A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Charged Asset.

(i) Delegation

A Receiver may delegate his powers in accordance with this Deed.

(j) Covenants, guarantees and indemnities

A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit, make all payments needed to effect, maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of the Chargor and (if the Chargor is so authorised) the Charged Company.

(k) Acquisitions

A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any description that he, in his absolute discretion, considers necessary or desirable for the improvement or realisation of the whole or any part of the Charged Assets or otherwise for the benefit of the whole or any part of the Charged Assets.

(l) Protection of assets

A Receiver may effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect, preserve, maintain, manage or improve any Charged Asset as he thinks fit.

12

(m) Other powers

A Receiver may:

(i) do all other acts and things which he may consider desirable or necessary for realising any Charged Asset or incidental or conductive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;

(ii) exercise in relation to any Charged Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Charged Asset; and

(iii) use the name of the Chargor for any of the above purposes.

9. Wide construction of enforcement powers

The powers of the Chargee under this Deed shall be construed in the widest possible sense and the Parties intend that the Chargee shall have powers as may be conferred (or, if not expressly conferred, as is not restricted) by any applicable law.

10. Chargee’s rights

10.1 Rights of Chargee

At any time after the Charges become enforceable, the Chargee shall have the rights set out in Schedule 1 (Rights of Chargee).

10.2 Delegation

(a) The Chargee may delegate in any manner to any person any rights exercisable by the Chargee under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as the Chargee thinks fit.

(b) Any Receiver may delegate in any manner to any person any rights exercisable by the any Receiver under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as any Receiver thinks fit.

10.3 Realisation

(a) If the Chargee or any Receiver exercises the rights conferred on it by this Deed, the same shall not be treated as an absolute appropriation of or foreclosure on the Charged Assets to the exclusion of the Chargor and in extinguishment of its interests therein, unless the Chargee or any Receiver shall otherwise notify the Chargor (whether before or after the relevant appropriation or foreclosure has been effected), in which latter event the Obligations shall be reduced by an equivalent amount.

(b) In any disposal of the Charged Assets by the Chargee or any Receiver, the Chargee or any Receiver may (i) restrict the prospective bidders on or purchasers of the Charged Assets to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Charged Assets and (ii) impose such other limitations or conditions in connection with any such sale as the Chargee or any Receiver deems necessary or advisable in order to comply with any law. The Chargor agrees that, to the extent notice of such sale shall be required by applicable law, at least 10 days’ notice (or such other notice as may be required by applicable law) to the Chargor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Chargee or any Receiver shall not be obligated to make any sale of Charged Assets regardless of notice of sale having been given. The Chargee or any Receiver may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Chargor acknowledges that if the Charged Assets consist of securities not registered under the Securities Act, the best price obtainable for such securities in an arm’s length transaction may reflect a substantial discount from the book value of such securities.

13

(c) The Chargee shall not be obliged to exercise any of the rights or powers vested in it by this Deed.

(d) If the Chargee elects to exercise its right to sell any Charged Assets pursuant hereto, and if in the opinion of the Chargee it is necessary or advisable to have the Charged Assets (or the portion to be sold) registered under the provisions of the Securities Act, the Chargor will, at any time and from time to time upon the written request of the Chargee, use its best efforts to take or cause the Charged Company to take such action, and prepare, distribute and file such documents, as are necessary or advisable in the reasonable opinion of counsel for the Chargee to permit the public sale of such Charged Assets including to:

(i) execute and deliver, and cause the directors and officers of the Charged Company to execute and deliver, all such instruments, agreements and documents, and do or cause to be done all such other acts as may be, in the opinion of the Chargee, necessary or advisable to register and sell such Charged Assets in compliance with the Securities Act;

(ii) use its best efforts to cause the related registration statement to become and remain effective until such time that the Charged Assets are properly disposed of; and

(iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Chargee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities & Futures Commission of Hong Kong applicable thereto or in the opinion of any underwriters selected by the Chargee to effectuate such purchase.

The Chargor further agrees:

(A) to indemnify, defend and hold harmless the Chargee, any underwriter and their respective directors, officers, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable legal fees and expenses to the Chargee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Chargor or the Charged Company by the Chargee expressly for use therein; and

14

(B) upon written request, to use its best efforts to qualify, file or register, or cause the Charged Company to (x) qualify, file or register, any of the Charged Assets under the “Blue Sky” or other securities laws of such states as may be requested by the Chargee and keep effective all such qualifications, filings or registrations and (y) to promptly make available to its security holders an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act. The Chargor will bear all costs and expenses of carrying out its obligations under this Clause.

11. Order of distributions

(a) The proceeds of any sale or other realisation upon all or any part of the Charged Assets (including any cash but less the costs and expenses properly incurred by the Chargee, any Receiver or any Delegate in connection with such sale or other realisation) under this Deed shall be applied in the following order of priority:

(i) first, to the payment of any taxes, filing fees and registration fees and any other expenses owed to any governmental entity and incurred in connection with sale or other realisation (if any) by the Chargee, any Receiver or any Delegate;

(ii) second, to the payment of, any expenses properly incurred by the Chargee, any Receiver and/or any Delegate in connection with such sale or other realisation; including any amounts owed to any Receiver or any Delegate appointed in accordance with or under this Deed; and any other amounts payable to any Receiver or any Delegate in connection with the performance of its functions, including, without limitation, compensation to its agents and counsel, in each case whether actually paid or accrued;

(iii) third, to the payment of any unreimbursed expenses of the Chargee, any Receiver and/or any Delegate which is to be reimbursed pursuant to this Deed and of all remuneration due to any Receiver or any Delegate under or in connection with this Deed; other than those paid under paragraph (ii) above;

(iv) fourth, to payment of the Obligations due and payable to the Chargee; and

(v) finally, payment to the Chargor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

(b) This Clause:

(i) is subject to the payment of any claims having priority over the Charges; and

(ii) does not prejudice the right of the Chargee to recover any shortfall from the Chargor.

12. Liability of Chargee and Delegates

(a) Neither the Chargee nor any Receiver nor any Delegate shall (either by reason of taking possession of the Charged Assets or for any other reason and whether as mortgagee in possession or otherwise) be liable to the Chargor or any other person for any costs, losses, liabilities or expenses relating to the realisation of any Charged Assets or from any act, default, omission or misconduct of the Chargee, any Receiver, any Delegate or their respective officers, employees or agents in relation to the Charged Assets except to the extent caused by its or his own gross negligence or wilful misconduct.

15

(b) Nothing in this Deed shall be construed as placing on the Chargee any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Charged Assets or any rights, shares or other securities accruing, offered or arising as aforesaid, and the Chargor shall indemnify the Chargee in respect of all calls, instalments or other payments relating to any of the Charged Assets owned by it and to any rights, shares and other securities accruing, offered or arising as aforesaid in respect of any of the Charged Assets.

13. Power of attorney

13.1 Appointment

The Chargor by way of security irrevocably appoints, the Chargee and every Delegate and any Receiver severally as its attorney (with full power of substitution) on its behalf and in its name or otherwise, at such time and in such manner as the attorney thinks fit:

(a) to do anything which the Chargor is obliged to do (but has not done) under this Deed (including to execute charges over, transfers, conveyances, assignments and assurances of, and other instruments, notices, orders and directions relating to, the Charged Assets); and

(b) to exercise any of the rights and powers conferred on the Chargee or any Receiver or any Delegate in relation to the Charged Assets or under this Deed or by law.

13.2 Removal

The Chargee may by writing under its hand remove any Delegate appointed by it and may, whenever it thinks fit, appoint a new Delegate in the place of any Delegate whose appointment may for any reason have terminated.

13.3 Ratification

The Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in Clause 13.1 (Appointment).

14. Protection of third parties

14.1 No duty to enquire

No person dealing with the Chargee or any Receiver or any Delegate shall be concerned to enquire:

(a) whether the power or rights conferred by or pursuant to this Deed are exercisable;

(b) whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with;

16

(c) otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such rights; or

(d) as to the application of any money borrowed or raised.

15. Saving provisions

15.1 Continuing Encumbrances

Subject to Clause 16 (Discharge of Encumbrances), the Charges are continuing Encumbrances and will extend to the ultimate balance of the Obligations, regardless of any intermediate payment or discharge in whole or in part.

15.2 Reinstatement

If any payment by the Chargor or any discharge given by the Chargee (whether in respect of the obligations of any person or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of the Chargor and the Charges shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) the Chargee shall be entitled to recover the value or amount of that security or payment from the Chargor, as if the payment, discharge, avoidance or reduction had not occurred.

15.3 Immediate recourse

The Chargor waives any right it may have of first requiring the Chargee to proceed against or enforce any other rights or Encumbrances or claim payment from any person before claiming from the Chargor under this Deed. This waiver applies irrespective of any law to the contrary.

15.4 Appropriations

Until all the Obligations have been irrevocably paid in full and the Note which might give rise to the Obligations have been terminated or redeemed, the Chargee may:

(a) refrain from applying or enforcing any other moneys, Encumbrances or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from the Chargor or on account of the Chargor’s liability under this Deed.

15.5 Deferral of Chargor’s rights

Until all the Obligations have been irrevocably paid or discharged in full, the Chargor will not exercise any rights which it may have by reason of performance by it of its obligations under this Deed:

(a) to be indemnified by any person;

(b) to claim any contribution from any other provider of any Encumbrance for or any other guarantor of any person’s obligations under or in connection with this Deed and/or

17

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Chargee or of any guarantee or Encumbrance taken pursuant to, or in connection with, this Deed.

The Chargor must hold in trust for and immediately pay or transfer to the Chargee any payment or distribution or benefit of any Encumbrance received by it contrary to this Clause or in accordance with any directions given by the Chargee under this Clause.

15.6 Additional Encumbrance

(a) The Charges are in addition to and are not in any way prejudiced by any other guarantees or Encumbrance now or subsequently held by the Chargee.

(b) No prior Encumbrance held by the Chargee (in its capacity as such or otherwise) over any Charged Asset will merge into the Charges.

16. Discharge of Encumbrances

16.1 Release

(a) After the Obligations have been irrevocably paid or discharged in full or as required or permitted by the Transaction Documents, the Chargee shall at the request and cost of the Chargor as soon as practicable release, reassign or discharge (as appropriate) the relevant Charged Assets from the Charges.

(b) For those Charged Assets which have been transferred and registered under the name of the Chargee or its nominee, the Chargee shall only be obliged to return the share certificates or other documents of title (if any) then representing the Charged Assets not yet disposed of or realised by the Chargee pursuant to its powers under this Deed (but not the original share certificates or other documents of title (if any) originally delivered to the Chargee by the Chargor) with the instruments of transfer duly executed in favour of the Chargor or such other person as the Chargor may direct.

(c) Notwithstanding sub-clause (a) and (b) above, immediately prior to the closing of the Acquisition Transaction, the Chargee shall release the Charged Assets and procure the reassignment of the Charged Asset to the Chargor, provided that the Chargor and the Chargee shall enter into a share charge in respect of a corresponding number of equity interest in Holdco that is substantially similar to this Deed immediately after the closing of the Acquisition Transaction.

16.2 Partial Release

Notwithstanding anything contained in this Deed, upon the occurrence of the following events (i) the termination of “variable interest entity” structure of Bona Film (as evidenced by the termination of each of the Exclusive Technology and Consulting Service Agreements, the Equity Pledge Agreements, Loan Agreement and the Voting Trust and Equity Purchase Option Agreement entered into between Bona New World Media Technology Co., Ltd., on the one hand, and certain affiliated consolidated entities of Bona Film, the shareholders thereof and/or the Founder, on the other hand) and (ii) the redemption of all or a portion of the Note, the Chargee shall procure the release of a number of Shares (expressed as a percentage of the total number of Shares charged hereunder immediately prior to such redemption) equal to the ratio between the principal amount of the Note so redeemed to the then outstanding principal amount of the Note, and reassign such Shares to the Chargor.

18

16.3 Retention of Encumbrance

If any amount paid or credited to the Chargee under this Deed is capable of being avoided or otherwise set aside on the winding-up or bankruptcy (as applicable) of the Chargor or any other person, or otherwise, that amount shall not be considered to have been paid for the purposes of determining whether all the Obligations have been irrevocably paid.

16.4 Consolidation

Any restrictions on the consolidation of Encumbrances shall be excluded to the fullest extent permitted by law and the Chargee shall, so far as it is lawful and subject to other provisions of this Deed, be entitled to consolidate all or any of the Charges with any other Encumbrance whether in existence on the date of this Deed or in the future.

17. Expenses, stamp duty and interest

17.1 Amendment costs

If the Chargor requests an amendment, waiver or consent, the Chargor shall, within three days of demand, reimburse the Chargee (and its directors, officers, employees and agents) for the amount of all costs and expenses (including legal fees) incurred by the Chargee in responding to, evaluating, negotiating or complying with that request.

17.2 Enforcement costs

The Chargor shall, within three days of demand, pay to the Chargee (and its directors, officers, employees and agents) the amount of all costs, losses, liabilities and expenses (including legal fees and fees of any experts and agents satisfactory to it) incurred by the Chargee, any Receiver or any Delegate in relation to this Deed (including the administration, protection, realisation, enforcement or preservation of any rights under or in connection with this Deed, or any consideration by the Chargee as to whether to realise or enforce the same, and/or any amendment, waiver, consent or release).

17.3 Stamp taxes

(a)           The Chargor shall pay and, within three days of demand, indemnify the Chargee (and its directors, officers, employees and agents) against any cost, loss or liability it incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Deed.

(b)           The Chargor will pay or procure for the stamping of an executed original of this Deed under the Stamp Duty Law (Revised) and deliver the same to the Lender within 20 Business Days after the date that this Mortgage is first brought into the Cayman Islands.

18. Payments

18.1 Demands

Any demand for payment made by the Chargee shall be accompanied by a reasonably detailed statement of the relevant Obligations.

18.2 Payments

All payments by the Chargor under this Deed (including damages for its breach) shall be made in US Dollars or such other relevant currency (in the case of amounts payable under Clause 17 (Expenses, Stamp Duty and Interest)) and to such account, with such financial institution and in such other manner as the Chargee may direct.

19

18.3 Continuation of accounts

At any time after:

(a) the receipt by the Chargee of notice (either actual or otherwise) of any subsequent Encumbrance affecting the Charged Assets; or

(b) any step is taken in relation to the winding-up or bankruptcy (as applicable) of the Chargor,

the Chargee may open a new account in the name of the Chargor with a bank it chooses (whether or not it permits any existing account to continue). If the Chargee does not open such a new account, it shall nevertheless be treated as if it had done so when the relevant event occurred. No moneys paid into any account, whether new or continuing, after that event shall discharge or reduce the amount recoverable pursuant to this Deed.

18.4 Subrogation

So long as any Charge remains outstanding:

(a) any rights of the Chargor, by reason of the performance of any of its obligations under this Deed, the enforcement of any of the Charges or any action taken pursuant to any rights conferred by or in connection with this Deed, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Encumbrance, guarantees or indemnities, shall be exercised and enforced only in such manner and on such terms, as the Chargee may require; and

(b) any amount received or recovered by the Chargor (i) as a result of any exercise of any such rights or (ii) in the winding-up of any person shall be held in trust for and immediately paid to the Chargee.

19. Rights, amendments, waivers and determinations

19.1 Ambiguity

Where there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to this Deed, the terms of this Deed shall prevail.

19.2 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Chargee or Delegate any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

19.3 Amendments and waivers

Any term of this Deed may be amended or the observance of any term of this Deed may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Chargee.

20

19.4 Determinations

Any determination by or certificate of the Chargee or any Delegate under or in connection with this Deed shall be prima facie evidence of the matters to which it relates.

20. Partial invalidity

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

21. Notices

21.1 Communications in writing

Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

21.2 English translations

All notices and communication must be in the English language or accompanied by a certified English translation on which the Chargee is entitled to rely.

21.3 Authorised addresses and numbers

In the case of posting, the envelope containing the notice or communication must be addressed to the intended recipient at the authorised address of that Party and must be properly stamped or have the proper postage prepaid for delivery by the most expeditious service available (which will be airmail if that service is available) and, in the case of a fax, the transmission must be sent to the intended recipient at the authorised number of that Party.

For the purposes of Clause 21, subject to Clause 21.4, the authorised address and fax number of the Chargor and the Chargee are those identified with its name on the signature pages of this Deed.

21.4 Notification of changes

No change in any of the particulars set out in Clause 21.3 will be effective against a Party until three business days prior written notice has been given to that Party.

21.5 Deemed giving of notice and receipt

Receipt of a notice or communication by the Chargor must be actual receipt but, in other cases, a notice will be deemed to have been duly given and received:

(i) on personal delivery to an address (or in the case of the Chargee, any director or the secretary of an addressee) or on a business day to a place for the receipt of letters at that addressee’s authorised address;

(ii) in the case of posting, on the third business day after the day of posting; and

(iii) in the case of a fax, on issue to the sender of an O.K. result confirmation report or, if the day of issue is not a business day, on the next business day.

21

21.6 Business days

For the purposes of Clauses 21.4 (Notification of changes) and 21.5 (Deemed giving of notice and receipt), a “business day” means a day which is not a Saturday or a Sunday or a public holiday in the country of posting or transmission or in the country where the authorised address or fax number of the intended recipient is located and, where a notice or communication is posted, which is not a day when there is a disruption of postal services in either country which prevents collection or delivery.

22. changes to parties

22.1 No transfer by the Chargor

The Chargor shall not (and shall not agree to) transfer or assign all or any part of its rights and/or obligations under this Deed to any person.

22.2 Transfer by the Chargee

(a) The Chargee may not transfer or assign all or any part of its rights and/or obligations under this Deed except to any person who is a transferee of the Note transferred in accordance with the Transaction Documents.

(b) The Chargor agrees to execute all documents and take all action that may be required by the Chargee in respect of any assignment or transfer, or proposed assignment or transfer, in each case made in accordance with this Clause. Any such assignee or transferee shall be and be treated as a Party for all purposes of this Deed and shall be entitled to the full benefit of this Deed to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.

22.3 Assignments and transfers

The Chargor:

(a) upon request of the Chargee or any successor Chargee will execute and authorise the Chargee to execute on its behalf any and all instruments for fully vesting in and confirming to the successor Chargee all such rights and obligations; and

(b) by way of security irrevocably authorises the Chargee to execute on its behalf any document the Chargee considers necessary in relation to the creation, or maintenance of the Charges and any transfer or assignment contemplated by this Deed, the Loan Agreement in accordance with the Loan Agreement, or the Notes Conditions with respect to the Note (in respect of the Chargee).

23. Counterparts

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

24. Governing law

This Deed (including this dispute resolution clause) is governed by and shall be construed in accordance with the laws of the Cayman Islands.

22

25. DISPUTE RESOLUTION

Any dispute arising from this Deed or relating to this Deed, shall be resolved through amicable consultations. The arbitration shall be conducted in Hong Kong in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force (as amended from time to time) when the notice of arbitration is submitted in accordance with the said Rules. The place of arbitration shall be the Hong Kong International Arbitration Centre and there shall be one (1) arbitrator. The arbitration proceedings shall be conducted in Chinese.

25.1 Service of process

The Chargor irrevocably appoints Bona Entertainment Company Limited at Xxxx 000, 0/X Xxxx Xxxxxx, 00 Xxx Xxxx Avenue, Kowloon Tong, Hong Kong, as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service shall be deemed completed on delivery to such process agent (or its successor). If for any reason such process agent (or its successor) ceases to be able to act as process agent of the Chargor, or no longer has an address in Hong Kong, the Chargor irrevocably agrees to appoint a substitute process agent reasonably acceptable to the Chargee and to deliver to the Chargee a copy of the new process agent’s acceptance of that appointment within five (5) days of the appointment provided that until the Chargee receives such notification, it shall be entitled to treat the process agent named above (or its said successor) as the process agent of the Chargor for the purposes of this Deed. The Chargor agrees that any such legal process shall be sufficiently served on it if delivered to such process agent for service at its address for the time being in Hong Kong whether or not such process agent gives notice thereof to it.

25.2 Waiver of immunity

The Chargor irrevocably and unconditionally:

(a) agrees that if the Chargee brings proceedings against it or its assets in relation to this Deed, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(b) waives any such right of immunity which it or its assets now has or may subsequently acquire; and

(c) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings.

In witness whereof this Deed has been executed as a deed on the date stated at the beginning.

23

schedule 1
Rights of Chargee

Upon the occurrence of the Event of Default, the Chargee shall have the right, either in its own name or in the name of the Chargor or otherwise and in such manner and upon such terms and conditions as it thinks fit, and either alone or jointly with any other person:

(a) Take possession

to take possession of the Charged Assets, and to require payment to it of all Dividends including without limitation, to complete any instruments of transfer and to procure the transfer of the Charged Assets into the name of the Chargee or its nominee and, if necessary, take possession of and collect the share certificates and/or other documents of title (if any) relating to the Charged Assets;

(b) Deal with Charged Assets

to sell, transfer, assign, exchange or otherwise dispose of or realise the Charged Assets to any person either by public offer or auction, tender or private contract and for a consideration of any kind;

(c) Borrow money

to borrow or raise money either unsecured or on the security of the Charged Assets (either in priority to the Charges or otherwise);

(d) Rights of ownership

to exercise and do (or permit the Chargor or any nominee of it to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Assets;

(e) Claims

to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person relating to the Charged Assets;

(f) Legal actions

to bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Assets;

(g) Redemption of Encumbrances

to redeem any Encumbrance (whether or not having priority to the Charges) over the Charged Assets and to settle the accounts of any person with an interest in the Charged Assets;

(h) Spend money

in the exercise of any of the above powers, to spend such sums as it may think fit and the Chargor shall within 10 days of a written demand pay to the Chargee or the Receiver (as the case may be) all sums so spent together with interest on those sums at such rates as the Chargee may from time to time determine from the time they are paid or incurred, and those sums (together with such interest) shall be secured by the Charges; and

24

(i) Other powers

to do anything else it may think fit for the realisation of the Charged Assets or incidental to the exercise of any of the rights conferred on it under or by virtue of this Deed and other applicable statutory provisions and common law.

25

schedule 2
Shares

Column A	Column B	Column C	Column D	Column E	Column F
The Charged Company	Place of incorporation of the Charged Company	Name of registered shareholder(s)	Place of incorporation or residence of registered shareholder(s)	No. of shares	Certificate no.
Bona Film Group Limited	Cayman Islands	Skillgreat Limited	British Virgin Islands	3,564,257	[●]

26

schedule 3
FORM OF iNSTRUMENT OF tRANSFER

FOR VALUE RECEIVED						(amount)
Skillgreat Limited						(Transferor)
hereby sell, assign and transfer unto						(Transferee)
of						(address)
					(number of shares)
in		Bona Film Group Limited			(name of Company)

Such sale, assignment and transfer shall be free of any liens, encumbrances or other restrictions thereon. We consent that our name remains on the register of members of the Company until such time as the Company enters the Transferee's name in the Register of Members of the Company.

This instrument of transfer is governed by Cayman Islands law.

Dated            this           day of

In the presence of:
(Witness)		(Transferor)

In the presence of:
(Witness)		(Transferee)

27

schedule 4
FORM OF irrevocable DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY

We, Skillgreat Limited, hereby irrevocably appoint Uranus Connection Limited as our:

1. proxy to vote at meeting of the shareholders of Bona Film Group Limited (the “Company”) in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name; and

2. duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of the Company in respect of our existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name.

This proxy and this power of attorney granted hereunder are irrevocable by reason of being given for valuable consideration.

IN WITNESS whereof this instrument has been duly executed as a deed this ____day of _________, 2015.

The COMMON SEAL of	)
SKILLGREAT LIMITED	)
was affixed on this Deed	)
in the presence of:	)
	)
	)

______________________________

Signature of Witness

Name:

Address:

Occupation:

28

Share Charge

The COMMON SEAL of	)	/s/ Xxxx Xx
SKILLGREAT LIMITED	)
was affixed on this Deed	)
in the presence of:	)
/s/ Xxx Xxxx	)
	)

Address: 18/F Tower 1, U-town Office Building, No.1 San Feng Xxx Xx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 00000, Xxxxx

Fax No: x00-00-0000-0000

Attention: Zou Menglei and Yu Dong

Signature page to the Share Charge

Share Charge

Signed for and on behalf of	)	/s/ Xxx Xxx
URANUS CONNECTION LIMITED	)
was affixed on this Deed	)
in the presence of:	)
	)
	)

Address: 37^th Floor, Yin Tai centre, Office Tower, Xx. 0 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxx, 000000, Xxxxx

Fax No: x00-00-0000-0000

Attention: Xx. Xx Xxxx

Signature page to the Share Charge