BONA Bona Film Grp. Limited ADS (MM)

 

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.

 

¨

A tender offer

 

x

None of the above

 

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

 

Calculation of Filing Fee
Transactional Valuation*				Amount of Filing Fee**
$	335,882,591.70			$	33,823.38

 

* 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.

 

Amount Previously Paid:	Form or Registration No.:
Filing Party:	Date Filed:

 

 

 

TABLE OF CONTENTS

 

		Page
Item 15	Additional Information	6
Item 16	Exhibits	7

 

 

  

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”); (n) SNP China Enterprises Limited, a business company with limited liability incorporated under the laws of British Virgin Islands (“SNP China”); (o) Mr. Nan Peng Shen, a Hong Kong citizen and the sole owner of SNP China, which in turn is the sole owner and director of SC China, which in turn is the general partner of Sequoia Capital, which in turn is the general partner of the Sequoia Entities (“Mr. Shen”, and collectively with Sequoia Entities, Sequoia Capital, SC China and SNP China, the “Sequoia Filing Persons”) (p) SAIF Partners IV L.P., an exempted limited partnership registered in the Cayman Islands (“SAIF”); (q) Uranus Connection Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Uranus”); (r) Alibaba Pictures Group Limited, a company with limited liability incorporated under the laws of Bermuda (“Alibaba Pictures”); (s) SAC Finance Company Limited, a company with limited liability incorporated under the laws of Hong Kong (“SAC Finance”, and collectively with Alibaba Pictures, the “Alibaba Entities”); (t) Tencent Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Tencent”); (u) Oriental Power Holdings Limited, a company with limited liability incorporated under the laws of Hong Kong (“Oriental Power”); (v) Willow Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Oriental Power (“Willow”, and collectively with Oriental Power and Tencent, the “Tencent Entities”); (w) Mr. Zhanshan Xie (“Mr. Xie”); and (x) All Gain Ventures Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“All Gain”, and collectively with Mr. Xie, the “All Gain Parties”). The Chairman Parties, the Fosun Entities, the Sequoia Entities, SAIF and Uranus are collectively referred to as the “Rollover Shareholders”. The Chairman, Uranus, Alibaba Pictures, Oriental Power and Mr. Xie are collectively referred to as the “Sponsors”. Parent, Merger Sub, the Chairman Parties, the Fosun Entities, the Sequoia Filing Persons, SAIF, Uranus, the Alibaba Entities, the Tencent Entities and the All Gain Parties are collectively referred to as the “Buyer Group”.

 

This Transaction Statement relates to the agreement and plan of merger, dated as of December 15, 2015, among Parent, Merger Sub and the Company (the “merger agreement”) providing for the merger of Merger Sub with and into the Company (the “merger”) in accordance with Cayman Islands Companies Law (the “CICL”), with the Company continuing as the surviving corporation (the “surviving corporation”) after the merger as a wholly owned subsidiary of Parent.

 

  

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

 

All information in this Final Amendment concerning each Filing Person has been supplied by such Filing Person.

 

Item 15

Additional Information

 

Item 15(c) is hereby amended and supplemented as follows:

 

On March 4, 2016, at 10:00 a.m. (Hong Kong time), an extraordinary general meeting of the shareholders of the Company was held at the Company’s office at 18/F, Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang District, Beijing 100020, the People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Exhibit A to the merger agreement (the “plan of merger”) and the transactions contemplated by the merger agreement, including the merger.

 

On April 8, 2016 (Cayman Islands time), the Company and Merger Sub filed the plan of merger with the Cayman Islands Registrar of Companies, pursuant to which the merger became effective on April 8, 2016. As a result of the merger, the Company ceased to be a publicly traded company and became wholly owned by Parent.

 

At the effective time of the merger (the “Effective Time”), each Share, including Shares represented by ADSs, issued and outstanding immediately prior to the Effective Time, other than (a) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Company (as treasury, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, (b) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of Company Share Awards (as defined below), (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the CICL (the “Dissenting Shares”), and (d) Shares (including Shares issuable under the Company Options (as defined below), the Restricted Shares (as defined below) and Shares represented by ADSs) beneficially owned by the Rollover Shareholders (the “Rollover Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”), has been cancelled in exchange for the right to receive $27.40 in cash per Share without interest and net of any applicable withholding taxes. Each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) has been cancelled in exchange for the right to receive $13.70 in cash per ADS without interest and net of any applicable withholding taxes (less $0.05 per ADS cancellation fees pursuant to the terms and conditions of the deposit agreement, dated as of December 8, 2010, by and among the Company, Deutsche Bank Trust Company Americas and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended from time to time). Each of the Excluded Shares other than Dissenting Shares has been cancelled for no consideration. Each of the Dissenting Shares has been cancelled and each holder thereof is entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the CICL.

 

 In addition, at the Effective Time, the Company terminated the Company’s 2009 Stock Incentive Plan and the 2010 Stock Incentive Plan (collectively, the “Share Incentive Plans”), terminated all relevant award agreements entered into under the Share Incentive Plans, and cancelled all options to purchase Shares or ADSs (the “Company Options”) and all restricted shares (the “Restricted Shares”, collectively with the Company Options, the “Company Share Awards”) granted under the Share Incentive Plans that are then outstanding and unexercised, whether or not vested or exercisable.

 

At the Effective Time, as to the Company Options that are not Rollover Shares: (a) each Company Option vested on or prior to the Effective Time (a “Vested Company Option”) has been cancelled in exchange for the right to receive either a cash amount equal to the excess of $27.40 over the applicable per share exercise price of such Vested Company Option or, as agreed upon by the holder thereof and Parent, an equity incentive award of Parent with substantially the same economic value as such Vested Company Option under the terms to be determined by Parent; (b) each Company Option not vested on or prior to the Effective Time (an “Unvested Company Option”) has been cancelled in exchange for a right to receive an equity incentive award of Parent with substantially the same economic value as such Unvested Company Option under the terms to be determined by Parent. The payment or grant of substituted equity incentive awards in connection with the treatment of applicable Company Options will be made by the surviving corporation or Parent, as applicable, as promptly as practicable following the Effective Time; and (c) each Company Option that is a Rollover Share (whether vested or unvested) has been cancelled in exchange for an option to purchase a number of ordinary shares of Parent (the “Parent Shares”) equal to the number of Shares underlying such Company Option, under the terms to be determined by Parent.

 

  

At the Effective Time, as to the outstanding Restricted Shares that are not Rollover Shares: (a) each outstanding Restricted Share vested on or prior to the Effective Time (a “Vested Restricted Share”) has been cancelled in exchange for a right to receive either an equity incentive award of Parent with substantially the same economic value as such Vested Restricted Share under the terms determined by Parent, or as agreed upon by the holder thereof and Parent, $27.40 in cash; (b) each outstanding Restricted Share not vested on or prior to the Effective Time (an “Unvested Restricted Share”) has been cancelled in exchange for a right to receive an equity incentive award of Parent with substantially the same economic value as such Unvested Restricted Share under the terms to be determined by Parent. The payment or grant of substituted equity incentive awards in connection with the treatment of applicable Restricted Shares will be made by the surviving corporation or Parent, as applicable, as promptly as practicable following the Effective Time; and (c) each outstanding Restricted Share that is a Rollover Share (whether vested or unvested) has been cancelled in exchange for a right to receive one Parent Share.

 

As a result of the merger, the ADSs will no longer be listed on any securities exchange or quotation system, including the NASDAQ Global Select Market (“NASDAQ”) and the ADS program for the Shares will terminate. NASDAQ has filed an application on Form 25 with the SEC to remove the ADSs from listing on NASDAQ and withdraw registration of the Shares under the Exchange Act. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

  

Item 16

Exhibits

 

(a)-(1)*

Proxy Statement of the Company dated February 1, 2016 (the “proxy statement”).

 

(a)-(2)*

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.

 

(a)-(3)*

Depositary's Notice, incorporated herein by reference to Annex E to the proxy statement.

 

(a)-(4)*

Proxy Card, incorporated herein by reference to Annex F to the proxy statement.

 

(a)-(5)*

ADS Voting Instructions Card, incorporated herein by reference to Annex G to the proxy statement.

 

(a)-(6)

Press Release issued by the Company, dated December 15, 2015, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 15, 2015.

 

(b)-(1)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Uranus.

 

(b)-(2)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Alibaba Pictures.

 

(b)-(3)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Oriental Power.

 

(b)-(4)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Mr. Xie.

 

(b)-(5)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and the Chairman.

 

  

(c)-(1)*

Opinion of Barclays Bank PLC, dated December 15, 2015, incorporated herein by reference to Annex B to the proxy statement.

 

(c)-(2)*

Discussion materials prepared by Barclays Bank PLC for discussion with the Independent Committee, dated December 13, 2015.

 

(d)-(1)*

Agreement and Plan of Merger, dated as of December 15, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.

 

(d)-(2)*

Support Agreement, dated December 15, 2015, by and among Parent, the Chairman Parties, Fosun Entities, Sequoia Entities, SAIF and Uranus.

 

(d)-(3)*

Limited Guarantee, dated December 15, 2015, by Uranus in favor of the Company.

 

(d)-(4)*

Limited Guarantee, dated December 15, 2015, by Alibaba Pictures in favor of the Company.

 

(d)-(5)*

Limited Guarantee, dated December 15, 2015, by Oriental Power in favor of the Company.

 

(d)-(6)*

Limited Guarantee, dated December 15, 2015, by Mr. Xie in favor of the Company.

 

(d)-(7)*

Limited Guarantee, dated December 15, 2015, by the Chairman in favor of the Company.

 

(d)-(8)*

Consortium Agreement, dated June 12, 2015, by and among the Chairman, Skillgreat, Fosun Entities, Peak Reinsurance Company Limited, Fidelidade-Companhia de Seguros, S.A. and Sequoia Entities.

 

(d)-(9)*

Interim Investors Agreement, dated December 15, 2015, by and among Parent, Merger Sub, the Chairman Parties, Fosun Entities, Sequoia Entities, SAIF, SAC Finance, Willow, Uranus and All Gain.

 

(d)-(10)

Securities Purchase Agreement, dated October 12, 2015, by and among Skillgreat, the Chairman, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A., incorporated herein by reference to Exhibit 99.11 to the Schedule 13D Amendment filed by Fosun Entities, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. on October 14, 2015.

 

(d)-(11)

Investment Agreement, dated October 19, 2015, by and among the Chairman Parties and Uranus incorporated herein by reference to Exhibit 99.1 to the Schedule 13D Amendment filed by the Chairman Parties on October 27, 2015.

 

(d)-(12)

Loan Agreement, dated November 25, 2015, by and among the Chairman Parties and Uranus, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D Amendment filed by the Chairman Parties on December 18, 2015.

 

(d)-(13)

Share Purchase Agreement, dated July 13, 2014, by and among the Chairman, Skillgreat, Fidelidade-Companhia de Seguros, S.A. and Fosun incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Fosun Entities, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. on July 28, 2014.

 

(d)-(14)

Share Purchase Agreement, dated September 30, 2013, by and among the Chairman, Skillgreat and Orrick, incorporated herein by reference to Exhibit 99.2 to the Schedule 13D Amendment filed by the Chairman Parties on October 9, 2013.

 

(f)-(1)*

Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement.

 

(f)-(2)*

Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement.

 

(g)

Not applicable.

 

* Previously filed

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 8, 2016

 

	Bona Film Group Limited
	By:	/s/ Daqing Dave Qi
		Name: Daqing Dave Qi
		Title: Chairman of the Independent  Committee

 

	Mountain Tiger International Limited
	By:	/s/ Dong YU
		Name: Dong YU
		Title: Director

 

	Mountain Tiger Limited
	By:	/s/ Dong YU
		Name: Dong YU
		Title: Director

 

	Dong YU
	/s/ Dong YU

 

	Skillgreat Limited
	By:	/s/ Dong YU
		Name: Dong YU
		Title: Director
	Vantage Global Holdings Ltd
	By:	/s/ Dong YU
		Name: Dong YU
		Title: Director
	Fosun International Limited Orrick Investments Limited
	By:	/s/ Jingyan Huang
		Name: Jingyan Huang
		Title: Authorized Signatory

 

  

	Sequoia Capital China I, L.P. Sequoia Capital China Partners Fund I, L.P. Sequoia Capital China Principals Fund I, L.P. By: Sequoia Capital China Management I, L.P., General Partner of Each By: SC China Holding Limited, its General Partner
	By:	/s/ Nan Peng Shen
		Name: Nan Peng Shen
		Title: Authorized Signatory

 

	Sequoia Capital China Management I, L.P. By: SC China Holding Limited, its General Partner
	By:	/s/ Nan Peng Shen
		Name: Nan Peng Shen
		Title: Authorized Signatory

 

	SC China Holding Limited
	By:	/s/ Nan Peng Shen
		Name: Nan Peng Shen
		Title: Authorized Signatory

 

	SNP China Enterprises Limited
	By:	/s/ Nan Peng Shen
		Name: Nan Peng Shen
		Title: Authorized Signatory

 

	Nan Peng Shen
	/s/ Nan Peng Shen

 

	SAIF Partners IV L.P. By: SAIF IV GP, L.P., is General Partner By: SAIF IV GP Capital Ltd., its General Partner
	By:	/s/ Andrew Y. Yan
		Name: Andrew Y. Yan
		Title: Authorized Signatory

 

  

	Alibaba Pictures Group Limited
	By:	/s/ Zhang Qiang
		Name: Zhang Qiang
		Title: Chief Executive Officer
	SAC Finance Company Limited
	By:	/s/ Zhang Qiang
		Name: Zhang Qiang
		Title: Director
	Tencent Holdings Limited
	By:	/s/ Huateng Ma
		Name: Huateng Ma
		Title: Director

  

	Oriental Power Holdings Limited
	By:	/s/ Huateng Ma
		Name: Huateng Ma
		Title: Director

 

	Willow Investment Limited
	By:	/s/ Huateng Ma
		Name: Huateng Ma
		Title: Director
	Uranus Connection Limited
	By:	/s/ Yao SUN
		Name: Yao SUN
		Title: Chief Executive Officer

 

	Zhanshan XIE
	/s/ Zhanshan Xie

 

	All Gain Ventures Limited
	By:	/s/ Zhanshan Xie
		Name: Zhanshan Xie
		Title: Director

 

 

 

Exhibit Index

 

(a)-(1)*

Proxy Statement of the Company dated February 1, 2016 (the “proxy statement”).

 

(a)-(2)*

Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.

 

(a)-(3)*

Depositary's Notice, incorporated herein by reference to Annex E to the proxy statement.

 

(a)-(4)*

Proxy Card, incorporated herein by reference to Annex F to the proxy statement.

 

(a)-(5)*

ADS Voting Instructions Card, incorporated herein by reference to Annex G to the proxy statement.

 

(a)-(6)

Press Release issued by the Company, dated December 15, 2015, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 15, 2015.

 

(b)-(1)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Uranus.

 

(b)-(2)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Alibaba Pictures.

 

(b)-(3)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Oriental Power.

 

(b)-(4)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and Mr. Xie.

 

(b)-(5)*

Equity Commitment Letter, dated December 15, 2015, by and between Parent and the Chairman.

 

(c)-(1)*

Opinion of Barclays Bank PLC, dated December 15, 2015, incorporated herein by reference to Annex B to the proxy statement.

 

(c)-(2)*

Discussion materials prepared by Barclays Bank PLC for discussion with the Independent Committee, dated December 13, 2015.

 

(d)-(1)*

Agreement and Plan of Merger, dated as of December 15, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.

 

(d)-(2)*

Support Agreement, dated December 15, 2015, by and among Parent, the Chairman Parties, Fosun Entities, Sequoia Entities, SAIF and Uranus.

 

(d)-(3)*

Limited Guarantee, dated December 15, 2015, by Uranus in favor of the Company.

 

(d)-(4)*

Limited Guarantee, dated December 15, 2015, by Alibaba Pictures in favor of the Company.

 

(d)-(5)*

Limited Guarantee, dated December 15, 2015, by Oriental Power in favor of the Company.

 

(d)-(6)*

Limited Guarantee, dated December 15, 2015, by Mr. Xie in favor of the Company.

 

(d)-(7)*

Limited Guarantee, dated December 15, 2015, by the Chairman in favor of the Company.

 

(d)-(8)*

Consortium Agreement, dated June 12, 2015, by and among the Chairman, Skillgreat, Fosun Entities, Peak Reinsurance Company Limited, Fidelidade-Companhia de Seguros, S.A. and Sequoia Entities.

 

(d)-(9)*

Interim Investors Agreement, dated December 15, 2015, by and among Parent, Merger Sub, the Chairman Parties, Fosun Entities, Sequoia Entities, SAIF, SAC Finance, Willow, Uranus and All Gain.

 

  

(d)-(10)

Securities Purchase Agreement, dated October 12, 2015, by and among Skillgreat, the Chairman, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A., incorporated herein by reference to Exhibit 99.11 to the Schedule 13D Amendment filed by Fosun Entities, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. on October 14, 2015.

 

(d)-(11)

Investment Agreement, dated October 19, 2015, by and among the Chairman Parties and Uranus incorporated herein by reference to Exhibit 99.1 to the Schedule 13D Amendment filed by the Chairman Parties on October 27, 2015.

 

(d)-(12)

Loan Agreement, dated November 25, 2015, by and among the Chairman Parties and Uranus, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D Amendment filed by the Chairman Parties on December 18, 2015.

 

(d)-(13)

Share Purchase Agreement, dated July 13, 2014, by and among the Chairman, Skillgreat, Fidelidade-Companhia de Seguros, S.A. and Fosun incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Fosun Entities, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. on July 28, 2014.

 

(d)-(14)

Share Purchase Agreement, dated September 30, 2013, by and among the Chairman, Skillgreat and Orrick, incorporated herein by reference to Exhibit 99.2 to the Schedule 13D Amendment filed by the Chairman Parties on October 9, 2013.

 

(f)-(1)*

Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement.

 

(f)-(2)*

Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement.

 

(g)

Not applicable.

 

* Previously filed