Washington, D.C. 20549
No. 48 Liangmaqiao Road
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
** This CUSIP applies to the American Depositary
Shares, evidenced by American Depositary Receipts, of Bona Film Group Limited, each two representing one Ordinary Share. No CUSIP
has been assigned to the Ordinary Shares.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("
Act
") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
Uranus Connection Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d)
or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
Gstone Investment International Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
Goldstone Investment International Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong Special Administrative Region
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
|
|
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10
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SHARED DISPOSITIVE POWER
0
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|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
Goldstone Boxin Investment Management Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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|
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8
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SHARED VOTING POWER
0
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|
9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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|
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
Goldstone Investment Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0
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|
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8
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SHARED VOTING POWER
0
|
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|
9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09777B107
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1
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NAME OF REPORTING PERSONS
CITIC Securities Company Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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This Amendment No.1 (this “
Amendment
”)
amends and supplements the Schedule 13D filed by the Reporting Persons on December 23, 2015 (the “
Original Schedule 13D
”
and, as amended and supplemented by this Amendment, this “
Schedule 13D
”). Capitalized terms used in this Amendment
and no otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original
Schedule 13D by replacing Schedule A to the Original Schedule 13D with
Schedule A
hereto.
Item 4. Purpose of Transaction.
This Amendment amends and supplements Item
4 of the Original Schedule 13D by adding the following:
On March 4, 2016, at 10:00 a.m. (Hong Kong
time), an extraordinary general meeting of the shareholders of the Issuer was held at the Issuer’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 Issuer 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, the Issuer 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 Issuer 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 Issuer (as
treasury, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Issuer, (b) Shares (including
Shares represented by ADSs) reserved (but not yet allocated) by the Issuer 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 Cayman Islands Companies Law (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 (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 Issuer, 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
Issuer terminated the Issuer’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. 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 Issuer’s reporting
obligations under the Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
Item 5. Interest in Securities of
the Issuer.
This Amendment amends and restates Item
5 of the Original Schedule 13D in their entirety as set forth below:
(a) & (b) The responses of the Reporting
Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5. As of
the date of this Amendment, the Reporting Persons do not beneficially own any Shares or have any voting power or dispositive power
over any Shares.
(c) Except as set forth in Item 4
of this Amendment, none of the Reporting Persons has effected any transactions in the Shares during the past 60 days.
(d) Not Applicable.
(e) April 8, 2016.
* * * * *
SIGNATURE
After reasonable 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 11, 2016
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Gstone Investment International Ltd.
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By:
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/s/ GE Xiaobo
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Name:
|
GE Xiaobo
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Title:
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Director
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Goldstone Investment International Limited
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By:
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/s/ GE Xiaobo
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Name:
|
GE Xiaobo
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Title:
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Director
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Goldstone Boxin Investment Management Co., Ltd.
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By:
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/s/ GE Xiaobo
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Name:
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GE Xiaobo
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Title:
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Chairman of the Board of Directors
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Goldstone Investment Co., Ltd.
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By:
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/s/ ZHANG Youjun
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Name:
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ZHANG Youjun
|
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Title:
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Chairman of the Board of Directors
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CITIC Securities Company Limited
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By:
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/s/ ZHANG Youjun
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Name:
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ZHANG Youjun
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Title:
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Chairman of the Board of Directors
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Uranus Connection Limited
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By:
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/s/ SUN Yao
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Name:
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SUN Yao
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Title:
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Chief Executive Officer
|
SCHEDULE A
Directors and Executive Officers
The names of the directors and the names and titles of the executive
officers of each of the Reporting Persons and their principal occupations are set forth below.
I. Uranus Connection Limited
Name
|
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Position
|
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Present Principal Occupation
|
|
Citizenship
|
Shuguang Qi
|
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Sole Director
|
|
*
|
|
PRC
|
Yao Sun
|
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Chief Executive Officer
|
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*
|
|
United States
|
* The principal occupation is the same as his/her position with
Goldstone.
The business address of each of the director and executive officer
is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
II. Gstone Investment International Ltd.
Name
|
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Position
|
|
Present Principal Occupation
|
|
Citizenship
|
Youjun Zhang
|
|
Director
|
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Chairman of CITIC Securities Company Limited
|
|
PRC
|
Xiaobo Ge
|
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Director
|
|
Chief Finance Officer of CITIC Securities Company Limited
|
|
PRC
|
Shuguang Qi
|
|
Director
|
|
*
|
|
PRC
|
* The principal occupation is the same as his/her position with
Goldstone.
The business address of each of the directors is c/o 17/F, CITIC
Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
III. Goldstone Investment International Limited
Name
|
|
Position
|
|
Present Principal Occupation
|
|
Citizenship
|
Youjun Zhang
|
|
Director
|
|
Chairman of CITIC Securities Company Limited
|
|
PRC
|
Xiaobo Ge
|
|
Director
|
|
Chief Finance Officer of CITIC Securities Company Limited
|
|
PRC
|
Shuguang Qi
|
|
Director
|
|
*
|
|
PRC
|
* The principal occupation is the same as his/her position with
Goldstone.
The business address of each of the directors is c/o 17/F, CITIC
Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
IV. Goldstone Boxin Investment Management Co., Ltd.
Name
|
|
Position
|
|
Present Principal Occupation
|
|
Citizenship
|
Youjun Zhang
|
|
Director
|
|
Chairman of CITIC Securities Company Limited
|
|
PRC
|
Xiaobo Ge
|
|
Director
|
|
Chief Finance Officer of CITIC Securities Company
|
|
PRC
|
Shuguang Qi
|
|
Director and General Manager
|
|
*
|
|
PRC
|
* The principal occupation is the same as his/her position with
Goldstone.
The business address of each of the directors and executive
officer is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
V. Goldstone Investment Co., Ltd.
Name
|
|
Position
|
|
Present Principal Occupation
|
|
Citizenship
|
Youjun Zhang
|
|
Director
|
|
Chairman of CITIC Securities Company Limited
|
|
PRC
|
Xiaobo Ge
|
|
Director
|
|
Chief Finance Officer of CITIC Securities Company
|
|
PRC
|
Shuguang Qi
|
|
Director and General Manager
|
|
*
|
|
PRC
|
* The principal occupation is the same as his/her position with
Goldstone.
The business address of each of the directors and executive
officer is c/o 17/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
VI. CITIC Securities Company Limited
Name
|
|
Position
|
|
Present Principal Occupation
|
|
Citizenship
|
Youjun Zhang
|
|
Executive Director, Chairman
|
|
*
|
|
PRC
|
Minghui Yang
|
|
Executive Director, Management Director
|
|
*
|
|
PRC
|
Ke Yin
|
|
Executive Director
|
|
*
|
|
PRC
|
Jun Fang
|
|
Non-executive Director
|
|
General manager of the investment management division of China Life Insurance (Group) Company
|
|
PRC
|
Ke Liu
|
|
Independent Non-executive Director
|
|
Professor of Beijing Language and Culture University
|
|
PRC
|
Shangwei Chen
|
|
Independent Non-executive Director
|
|
*
|
|
PRC
|
Jia He
|
|
Independent Non-executive Director
|
|
Professor of South University of Science and Technology of China
|
|
PRC
|
* The principal occupation is the same as his/her position with
CITIC Securities.
The business address of each of the directors and executive
officers is c/o 10/F, CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.