Exhibit 4.14

 

Schedule of Material Differences between:

 

·                  Form of Limited Partnership Agreement by and among Wuhu Bona Film Investment Management Co., Ltd., as general partner, and the limited partners with respect to the First Film Fund (“First Film Fund LPA”) (incorporated by reference to Exhibit 4.13 to our annual report on Form 20-F filed with the Securities and Exchange Commission on April 21, 2014); and

·                  Form of Limited Partnership Agreement by and among Wuhu Bona Film Investment Management Co., Ltd., as general partner, and the limited partners with respect to the Second Film Fund (“Second Film Fund LPA”).

 

	
Material difference
    	
 
    	
First Film Fund LPA
    	
 
    	
Second Film Fund LPA
    
	
Article 1.   Definitions — Section 1.1.1
    	
 
    	
“Limited Partnership”   or “Partnership” means Wuhu Bona Jinyu Film Investment Center, L.P.   established by the Partners according to the Partnership Enterprise Law and   other relevant laws and regulations and this Agreement.

 

“Liquid Investment”   means purchase of fixed income products with the period less than one year,   including bank deposit, state bonds, currency market funds, fixed profit or   fixed income trust plans or asset management plans, and any other products   approved by the advisory committee.

 

“General Partner” or   “Executive Partner” means Wuhu Bona Film Investment Management Limited, the   sole General Partner or Executive Partner at the execution of this Agreement.

 

“Asset Management   Project” means the Limited Partner registered with the AIC as asset manager,   who subscribes for the Property Shares in the Limited Partnership with the   entrusted capital of the asset management plan in accordance with the   subscription conditions determined by the General Partner.
    	
 
    	
“Limited Partnership”   or “Partnership” means Wuhu Bona Boxin Film Investment Center, L.P.   established by the Partners according to the Partnership Enterprise Law and   other relevant laws and regulations and this Agreement.

 

“Liquid Investment”   means purchase of fixed income products with the period less than one year,   including bank deposit, state bonds, currency market funds, fixed profit or   fixed income trust plans or asset management plans, private funds (include   but not limited to private funds registered with Asset Management Association   of China) and any other products.

 

“General Partner” or   “Executive Partner” means Wuhu Bona Film Investment Management Limited, the   General Partner or Executive Partner at the execution of this Agreement.

 

“Special Investment   Vehicle” means investment vehicle recognized by the General Partner which subscribes   for the Property Shares in the Limited Partnership, including but not limited   to the asset management plans, partnership enterprises, private funds   (including but not limited to the private funds that registered with the   Asset 
    


 











 

	
 
    	
 
    	
 
    	
 
    	
Management Association   of China) or other investment vehicles recognized by the General Partner.
    
	
Article 2.   Establishment of Limited Partnership — Section 2.9. Special Investment   Vehicle (in Second Film Fund LPA)
    	
 
    	
N/A
    	
 
    	
Special Investment   Vehicle shall submit to the General Partner a list of its investors   (including their respective investment holding).

 

Where Special   Investment Vehicle subscribes for the Property Shares in the Limited   Partnership, pursuant to this Agreement (such as provisions in relation to   calculation of breaching liabilities for capital contribution default, etc),   investors of the Special Investment Vehicle (“Special Investment Vehicle   Investors”) shall been deemed indirectly subscribe for the Property Shares of   the Limited Partnership via the Special Investment Vehicle. Where Special   Investment Vehicle Investor breaches its capital contribution obligation   which results in the Special Investment Vehicle’s failure in paying up its   Subscribed Capital Contribution in accordance with the Capital Contribution   Notice issued by the General Partner, the breaching Special Investment   Vehicle Investor shall be deemed as a Limited Partner to the Limited   Partnership and be held liable, unless otherwise stipulated herein.
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.2. Subscribed Capital Contribution
    	
 
    	
Subscribed Contribution   of each Partner is set forth in Schedule A hereto.
    	
 
    	
Subscribed Contribution   of each Partner is set forth in Schedule A hereto. Except for Special Limited   Partners, Subscribed Capital Contribution for Limited Partners shall be not   less than RMB5,000,000 and Subscribed Capital Contribution for Special   Limited Partners shall be not less than 30% of Total Amount of Subscribed   Capital Contribution (including any Subsequent Capital Increase) of the   Limited Partnership. The General Partner has the right to adjust the   aforesaid minimum amount of Subscribed Capital Contribution according to 
    


 

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the actual   circumstances.
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.3. Contribution
    	
 
    	
Each Partner shall pay   in contribution in [   ] installments pursuant to the Capital   Contribution Notice issued by the General Partner within [   ] years since the date hereof. Each   installment shall be paid by the Partners according to their respective   Subscribed Capital Contribution ratio respectively for the same term.
    	
 
    	
Each Partner shall pay   in contribution in [   ] installments pursuant   to the Capital Contribution Notice issued by the General Partner within [   ] years since the date hereof. Capital   Contribution Notice shall state the ratio, amount and deadline of Subscribed   Capital Contribution each partner shall pay in installment (“Subscribed   Capital Contribution Ratio”).

 

The Subscribed Capital   Contribution Ratio shall be 20%, 20%, 20%, 20%, 10% and 10% in installment by   each Partner. Each installment shall be paid by the Partners according to   their respective Subscribed Capital Contribution ratio respectively for the   same term. Notwithstanding the foregoing, the General Partner has the right   to adjust the subscription particulars (including but not limited to the   number of installments, the Subscribed Capital Contribution Ratio for each   installment and the payment amount for each installment) for the Partners   according to the investment circumstances of projects of the Limited   Partnership.

 

All Partners agree to   fulfill their Subscribed Capital Contribution obligations in accordance with   the Capital Contribution Notice issued by the General Partner.
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.3.2(1) (in First Film Fund LPA) /   Section 3.3.4(1) (in Second Film Fund LPA)
    	
 
    	
After the execution of   this Agreement, the General Partner shall issue a Capital Contribution Notice   for the First Installment to all Partners, specifying the ratio of the   payable First Installment of each Partner to the amount of Subscribed Capital   Contribution (“Ratio of First Installment”), payable amount of First   Installment, and the Contribution Deadline of First Installment.  The   Ratio of First Installment is [   ]% (or other ratio decided 
    	
 
    	
After the execution of   this Agreement, the General Partner shall issue a Capital Contribution Notice   for the First Installment to all Partners, specifying the ratio of the   payable First Installment of each Partner to the amount of Subscribed Capital   Contribution (“Ratio of First Installment”), payable amount of First   Installment, and the Contribution Deadline of First Installment.  The   Ratio of First Installment is [   ]% (or other ratio decided 
    


 

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by the General   Partner).  On or before the Contribution Deadline of First Installment,   each Partner shall pay up its payable First Installment specified in the   Capital Contribution Notice into the Escrow Account of the Partnership.    The Capital Contribution Notice for the First Installment shall be issued   thirty (30) days before the Contribution Deadline of First Installment.   Contribution Deadline of First Installment is the initial closing date of   this Agreement (the “Initial Closing Date”).
    	
 
    	
by the General   Partner).  On or before the Contribution Deadline of First Installment,   each Partner shall pay up its payable First Installment specified in the   Capital Contribution Notice into the Escrow Account of the Partnership.    The Capital Contribution Notice for the First Installment shall be issued   five (5) days before the Contribution Deadline of First   Installment.  Contribution Deadline of First Installment is the initial   closing date of this Agreement (the “Initial Closing Date”).
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.3.2(4) (in First Film Fund LPA)
    	
 
    	
If the General Partner   fails to pay the First Installment pursuant to Article 3.3.2, it shall   pay liquidated damages for overdue payment of contribution at an interest of   [ ]% per day from the next day of the Contribution Deadline of First Installment,   until it has paid up such amount. If the General Partner still fails to pay   up such amount thirty (30) days after its breaching, then the Limited Partner   has the right to initiate the removal procedure against the Executive Partner   according to Article 13.3. For the avoidance of doubt, removal of the   General Partner does not relieve the General Partner from its obligations and   responsibilities to pay overdue contribution interest.
    	
 
    	
N/A
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.3.3(3) (in First Film Fund LPA)
    	
 
    	
If the General Partner   fails to pay the Subsequent Installments on or before the Contribution   Deadline set forth in the Capital Contribution Notice, it shall pay   liquidated damages for overdue payment of contribution at an interest of [ ]%   per day from the next day of the Contribution Deadline, until it has paid up   such amount. If the General Partner still fails to pay up such amount within   thirty (30) days after its breaching, then the Limited Partner has the right   to initiate the removal procedure against the Executive Partner according to 
    	
 
    	
N/A
    


 

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Article 13.3. For   the avoidance of doubt, removal of the General Partner does not relieve the   General Partner from its obligations and responsibilities to pay overdue   contribution interest.
    	
 
    	
 
    
	
Article 3.   Contribution Methods, Contribution Amount and Contribution Period —   Section 3.3.3(3)  (in First Film Fund LPA) /   Section 3.3.5(4) (in Second Film Fund LPA)
    	
 
    	
Notwithstanding the   provisions above, if Asset Management Project fails to fully pay its payable   Subsequent Installments in accordance with the Capital Contribution Notice   issued by the General Partner because of the capital contribution default by the   trustor of the Asset Management Project (“Breaching Trustor”), then the   breaching liabilities of the Asset Management Project under   Article 3.3.3(2) shall be limited to the breaching liabilities that   shall be assumed by the Breaching Trustor prescribed in the Asset Management   Project contract.
    	
 
    	
Notwithstanding the   provisions above, if the investor in the Special Investment Vehicle fails to   fully pay its payable Subsequent Installments in accordance with the Capital   Contribution Notice issued by the General Partner as a result of the capital   contribution default by the investor of the Special Investment Vehicle   (“Breaching Investor”), then the breaching liabilities of the Special   Investment Vehicle under Article 3.3.4(2) shall be limited to the   breaching liabilities that shall be assumed by the Breaching Investor   prescribed in the fund agreement. When decide whether one is a “Disqualified   Breaching Limited Partner,” the Breaching Investor should be treated as the   Disqualified Breaching Limited Partner, while the Non-Breaching Investor   shall be treated as Non-Breaching Limited Partners. The Non-Breaching   Investor’s interest in the Limited Partners under the indirect subscription   through the Special Investment Vehicle will not be affected. “Non-Breaching   Investor” means a Special Investment Vehicle investor that pays up all the   payable amount in time pursuant to contract for the Special Investment   Vehicle. “Breaching Investor” means a Special Investment Vehicle investor   that violates its obligation of paying capital contribution pursuant to   contract for the Special Investment Vehicle.
    
	
Article 4.   Partners — Section 4.1.3
    	
 
    	
A Limited Partner shall   not execute the business of the Limited Partnership nor represent the Limited   Partnership in external affairs. Any Limited Partner shall not participate in   the management or control of the investment business of the Limited   Partnership or other 
    	
 
    	
A Limited Partner shall   not execute the business of the Limited Partnership nor represent the Limited   Partnership in external affairs. Any Limited Partner shall not participate in   the management or control of the investment business of the Limited   Partnership or other 
    


 

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activities,   transactions and business in the name of the Limited Partnership, sign   documents on behalf of the Limited Partnership, or conduct other acts which   have a binding effect on the Limited Partnership.
    	
 
    	
activities,   transactions and business in the name of the Limited Partnership, sign   documents on behalf of the Limited Partnership, or conduct other acts which   have a binding effect on the Limited Partnership, otherwise the Limited   Partner shall be liable for the economic loss of the Limited Partnership and   other partners.
    
	
Article 4.   Partners — Section 4.1.5
    	
 
    	
A Limited Partner shall   ensure its qualification of a Limited Partner of the Limited Partnership, and   make sure none of law, regulations or competent authority prohibits or   restricts it from being a Limited Partner of the Limited Partnership. If the   Limited Partner is deemed to be disqualified by any competent authority from   being a Limited Partner of the Partnership, resulting that it is unable to be   registered at the AIC as a Limited Partner of the Limited Partnership, or is   found to not having the qualification of being a Limited Partner after its   registration at the AIC as a Limited Partner in the Limited Partnership, then   the Limited Partner is mandated to withdraw from the Partnership. Upon the   occurrence of the above situations, the General Partner is irrevocably   authorized by all Partners to issue the mandatory withdrawal notice to the   Breaching Limited Partner and notify all Partners. The Breaching Limited   Partner mandatorily withdrawing from the Partnership for the above reasons   shall pay RMB [ ] for liquidated damage to the Partnership, and assume the   losses incurred by the Partnership for such default. All Partners unanimously   agree that, notwithstanding the above provisions, the General Partner has the   right to exempt relevant Breaching Limited Partner from obligation of   liquidated damages.
    	
 
    	
A Limited Partner shall   ensure its qualification of a Limited Partner of the Limited Partnership, and   make sure none of law, regulations or competent authority prohibits or   restricts it from being a Limited Partner of the Limited Partnership. If the   Limited Partner is deemed to be disqualified by any competent authority from   being a Limited Partner of the Partnership, resulting that it is unable to be   registered at the AIC as a Limited Partner of the Limited Partnership, or is   found to not having the qualification of being a Limited Partner after its   registration at the AIC as a Limited Partner in the Limited Partnership, then   the Limited Partner is mandated to withdraw from the Partnership   unconditionally. Upon the occurrence of the above situations, the General   Partner is irrevocably authorized by all Partners to issue the mandatory   withdrawal notice to the Breaching Limited Partner and notify all Partners.   The Breaching Limited Partner mandatorily withdrawing from the Partnership   for the above reasons shall pay [ ]% of its Subscribed Contribution as   liquidated damage to the Partnership, and assume the losses incurred by the   Partnership for such default. All Partners unanimously agree that,   notwithstanding the above provisions, the General Partner has the right to   exempt relevant Breaching Limited Partner from obligation of liquidated   damages.
    
	
Article 5.   Partnership 
    	
 
    	
The Executive Partner   has exclusive right as set forth in 
    	
 
    	
The Executive Partner   has exclusive right as set forth in 
    


 

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Business Execution —   Section 5.3.1
    	
 
    	
the Partnership   Enterprise Law and this Agreement to execute the Partnership business,   including but not limit to:

 

(1)  To manage,   control and decide the investment and other business of the Limited   Partnership;

 

(3) To decide to   extend the closed period of investment withdrawal from the Limited   Partnership according to Article 7.3.2;

 

(16) To file a lawsuit,   respond to an action, participate in the arbitration, compromise or settle   with the opposing party for the best interest of the Limited Partnership so   as to resolve the disputes between the Partnership and third parties;
    	
 
    	
the Partnership   Enterprise Law and this Agreement to execute the Partnership business,   including but not limit to:

 

(1) manage,   control and decide the investment and other business of the Limited   Partnership (the General Partner can set up an investment committee   (“Investment Committee”) depending on the circumstances in order to decide,   consult or propose on investment projects and investment proposals);

 

(3) decide to   extend the closed period of investment and/or withdrawal from the Limited   Partnership according to Article 7.3.1 and Article 7.3.2;

 

(16) file a lawsuit, respond   to an action, participate in the arbitration, compromise or settle with the   opposing party on behalf of the Limited Partnership for the best interest of   the Limited Partnership so as to resolve the disputes between the Partnership   and third parties;
    
	
Article 5.   Partnership Business Execution — Section 5.11.1
    	
 
    	
Unless adopted by the   Advisory Committee, the Executive Partner may not establish a new investment   entity with exactly the same investment purpose and strategy as the Limited   Partnership, except for any of the following situations: (1) the   Executive Partner is no longer the General Partner of the Limited   Partnership; (2) the external investment amount of the Limited   Partnership exceeds [ ]% of the Total Amount of Subscribed Capital Contribution.   For the avoidance of doubt, the investment entity which has been managed by   the Executive Partner before the establishment of the Limited Partnership,   and the investment entity and Affiliates divided therefrom before the   establishment of the Limited Partnership, shall not be deemed as a new   investment entity above. For the avoidance of doubt, 
    	
 
    	
Unless adopted by the   Advisory Committee, the Executive Partner may not establish a new investment   entity with exactly the same investment purpose and strategy as the Limited   Partnership, except for any of the following situations: (1) the   Executive Partner is no longer the General Partner of the Limited   Partnership; (2) the external investment amount of the Limited   Partnership exceeds [   ]% of the Total Amount of Subscribed   Capital Contribution.  For the avoidance of doubt, the investment entity   which has been managed by the Executive Partner before the establishment of   the Limited Partnership, and the investment entity and Affiliates divided   therefrom before the establishment of the Limited Partnership (“Management   Investment Entity”), shall not be deemed as a new investment entity 
    


 

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any actions of Bona   Film within its main business are not subject to this Article.
    	
 
    	
above.  The   investment ratio between the Limited Partnership and the Management   Investment Entities shall be 2:8 until the Management Investment Entity   completes its investment. For the avoidance of doubt, any actions of Bona   Film within its main business are not subject to this Article.
    
	
Article 5.   Partnership Business Execution — Section 5.11.2
    	
 
    	
Except otherwise   provided herein, the Limited Partnership has priority investment rights   towards all film production projects invested by Bona Film. Before the investment   of the Limited Partnership is completed, Bona Film and its Affiliates may not   use its own funds to invest in film production projects. Notwithstanding the   above provisions, (1) Bona Film may use its own funds to invest in those   film production projects, which the General Partner’s investment committee   has decided not to invest in and for which all of the members in the   investment committee designated by Bona Film have voted; (2) Bona Film   may use its own funds, or associated with the Limited Partnership, to invest   in film production projects with a resolution adopted by the General   Partner’s investment committee.
    	
 
    	
Except otherwise   provided herein, the Limited Partnership has priority investment rights   towards all film production projects invested by Bona Film. Before the   investment of the Limited Partnership is completed, Bona Film and its   Affiliates may not use its own funds to invest in film production projects.   Notwithstanding the above provisions, (1) Bona Film may use its own   funds to invest in those film production projects, which the General   Partner’s Investment Committee has decided not to invest in and for which all   of the members in the Investment Committee designated by Bona Film have   voted; (2) subject to the approval of the General Partner’s Investment   Committee, Bona Film may use its own funds, or associated with the Limited   Partnership, to invest in film production projects with a resolution adopted   by the General Partner’s Investment Committee.
    
	
Article 6.   Expenses of Limited Partnership — Section 6.3.2(5)
    	
 
    	
If the Limited   Partnership conducts Subsequent Capital Increase according to   Article 2.8 hereof, the calculation basis for Management Fees shall be   increased by the Subsequent Subscribed Contribution in correspondence to the   Subsequent Capital Increase, and shall be calculated from the Contribution   Deadline of First Installment of Initial Capital Increase. With regards to   Subsequent Subscribed Contribution corresponding to the Subsequent Capital   Increase, the Limited Partnership shall pay Management Fees within ten   (10) business days of the Contribution Deadline of First Installment of
    	
 
    	
If the Limited   Partnership conducts Subsequent Capital Increase according to   Article 2.8 hereof, the calculation basis for Management Fees shall be   increased by the Subsequent Subscribed Contribution in correspondence to the   Subsequent Capital Increase, and shall be calculated from the Contribution   Deadline of First Installment of Initial Capital Increase.
    


 

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Subsequent Subscribed   Contribution.
    	
 
    	
 
    
	
Article 6.   Expenses of Limited Partnership — Section 6.3.4
    	
 
    	
Management Fees shall   be paid in [ ] installments for a year since the Contribution Deadline of   First Date, and paid within ten business days after [ ] (in case of legal   holidays, the last business day before such legal holidays). The General   Partner has the right to delay charges of Management Fees in whole or in part   at its own decision according to cash position of the Limited Partnership.
    	
 
    	
Management Fees shall   be paid in quarter since the Contribution Deadline of First Installment, and   paid within ten business days after [ ] (in case of legal holidays, the last   business day before such legal holidays).  The first payment of   Management Fees shall be paid since the Contribution Deadline of First   Installment, and paid no later than the end of such quarter and within ten   (10) business days after the Contribution Deadline of First Installment,   whichever is earlier. With regards to Subsequent Subscribed Contribution   corresponding to the Subsequent Capital Increase, the Limited Partnership   shall pay Management Fees within ten (10) business days of the   Contribution Deadline of First Installment of Subsequent Subscribed   Contribution. The General Partner has the right to delay charges of   Management Fees in whole or in part at its own decision according to cash   position of the Limited Partnership.
    
	
Article 7.   Investment Business — Section 7.3.1
    	
 
    	
The closed period of   Investment Withdrawal of the Limited Partnership is [ ] years since the   Initial Closing Date confirmed by the General Partner. The investment period   starts from the next day of the Initial Closing Date to the earlier of two   following date: (1) [ ] years after the next day of the Initial Closing   Date; or (2) the date when the Total Amount of Subscribed Capital   Contribution of the Limited Partnership has been fully used for the   investment into the Target Projects (including the actually paid-in   Investable Fund and the investment amount reserved by the executive documents   and the commitments) and the payment or reservation for the Limited   Partnership’s fees (“Investment Period”). The Limited Partnership shall not   invest after the 
    	
 
    	
The investment period   of the Limited Partnership starts from the next day of the Initial Closing   Date to the earlier of two following dates: (1) [ ] years after the next   day of the Initial Closing Date; or (2) the date when the Total Amount   of Subscribed Capital Contribution of the Limited Partnership has been fully   used for the investment into the Target Projects (including the actually   paid-in Investable Fund and the investment amount reserved by the executive   documents and the commitments) and the payment or reservation for the Limited   Partnership’s fees (“Investment Period”). The General Partner has the right   to extend the Investment Period of the Limited Partnership for one   (1) year. The Limited Partnership shall not invest after the expiration 
    


 

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expiration date of   Investment Period, unless investment agreements have been executed or valid   investment commitment has been made during the Investment Period or   subsequent investment into the already invested projects.
    	
 
    	
date of Investment   Period, unless investment agreements have been executed or valid Investment   Committee has been made during the Investment Period or subsequent investment   into the already invested projects.
    
	
Article 7.   Investment Business — Section 7.3.2
    	
 
    	
The Partners hereby   confirm that, the General Partner has the right to extend the period of   Investment Withdrawal of the Partnership for [ ] year on its own, on the   premise that the General Partner shall make the decision about extension no   later than [ ] years after the Closing Date of First Installment of Initial Capital   Increase, and send a written notice of extending the closed period of   Investment Withdrawal to all Partners.
    	
 
    	
Two years after the end   of Investment Period is the withdrawal period (“Withdrawal Period”) and the   General Partner has the right to extend the Withdrawal Period for [ ] year.
    
	
Article 7.   Investment Business — Section 7.3.3 (in Second Film Fund LPA)
    	
 
    	
N/A
    	
 
    	
The General Partner   shall make the decision about the extension of Investment Period and   Withdrawal Period in Section 7.3.1 and Section 7.3.2 according to   the project investment circumstance. The General Partner shall issue a   written notice of Investment Period and/or Withdrawal Period to all Partners.
    
	
Article 7.   Investment Business — Section 7.4.1 (in Second Film Fund LPA)
    	
 
    	
N/A
    	
 
    	
Source of investment   income of the Limited Partnership is the beneficial rights based on the   copyrights of the target film and television projects of the Limited   Partnership, in other words, the share of global income in the Target   Projects according to the investment of the Limited Partnership in the Target   Projects.  

 

Global Income = Income   from film distribution —advertisement and distribution cost — commission of   distribution agents — dividends of cast members or actors (if any) - taxation  
    


 

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“Income from film   distribution” means any income derived from the distribution, copy, exhibit,   broadcast or any other forms of the “film” in mainland China and overseas,   including but not limited to sales or rent income from the “film” printer in   movie theaters, via “film” video cassette, audio-visual products or any other   income or income from advertisement sales via any existing or future similar   forms, such as box office from domestic or overseas, income from television   and internet broadcast, audio-visual copyright income, advertisement income   and aviation broadcast income, etc.  

 

“advertisement and   distribution cost” means fees for advertisement, roadshow, film print,   inspection, fees for online advertisement sales, joint advertising for video   websites and miscellaneous, etc.  

 

“Commission of   distribution agents” has the meaning set forth in Section 5.11.3 hereof.  

 

“Dividends of cast   members or actors” (if any) needs to be notified to Investment Committee in   advance and be approved by Investment Committee in written.
    
	
Article 7.   Investment Business — Section 7.4.4 (in First Film Fund LPA) / 7.5.4 (in   Second Film Fund LPA)
    	
 
    	
The Limited Partnership   can borrow Bank’s loan on its own or via Bona Film or the project of the Limited   Partnership, but total loan shall not exceed [   ]% of Paid-in   Capital Contribution of the Limited Partnership.
    	
 
    	
The Limited Partnership   can borrow bank’s loan on its own or via Bona Film or the project of the   Limited Partnership, but total amount of loans shall not exceed   [   ]% of Paid-in Capital Contribution of the Limited   Partnership. The interest of bank loans shall be less than [ ]% of the   lending rate of People’s Bank of China over the same period for the same   grade of loans on the day of withdrawing bank loans.
    


 

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Article 7.   Investment Business — Section 7.5.5 (in Second Film Fund LPA)
    	
 
    	
N/A
    	
 
    	
The Limited Partnership   shall not provide any external guarantees within the term of the Partnership.
    
	
Article 8.   Partners’ Meeting — Section 8.2.5(5)
    	
 
    	
Putting forward opinion   or suggestion on the investment matters with potential conflict of interests   between the Limited Partners and the General Partner and the appraisal   matters involved in the interests distribution of the Limited Partnership   that are submitted by the General Partner for discussion;
    	
 
    	
(5) Putting   forward opinion or suggestion on the investment matters with potential   conflict of interests between Limited Partners and the General Partner, matters   with conflict of interests between the General Partner and the Limited   Partnership and appraisal matters involved in the interests distribution of   the Limited Partnership that are submitted by the General Partner for   discussion;
    
	
Article 8.   Partners’ Meeting — Section 8.2.5(6) (in First Film Fund LPA)
    	
 
    	
Receipt of issuance   commission ratio by Bona Film higher than the ratio set forth herein;
    	
 
    	
N/A
    
	
Article 9.   Distribution and Loss Allocation — Section 9.1.3(3) (in Second Film   Fund LPA)
    	
 
    	
N/A
    	
 
    	
Upon confirmation by   the Limited Partners and Special Investment Vehicle, Limited Partnership can   adjust pre- distribution.
    
	
Article 9.   Distribution and Loss Allocation — Section 9.1.4(2)
    	
 
    	
All Partners   unanimously agree that, during the term of the Limited Partnership, if the   Partnership has received cash income from Investment Project shall be   distributed, it shall be distributed by the General Partner in following   steps after deducting estimated cost:  

 

(2)  Second Round   Distribution, Preferred Return: The cash income raised from Investment   Project to the Limited Partners shall be distributed to all Partners, 
    	
 
    	
All Partners   unanimously agree that, during the term of the Limited Partnership, if the   Partnership has received cash income from Investment Project, such income   shall be distributed by the General Partner in following steps after   deducting estimated cost:  

 

(2)  Second Round   Distribution, Preferred Return: The cash income raised from Investment   Project shall be distributed to all Partners, according to the proportion of 
    


 

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according to the   proportion of each Partner’s Investable Funds to the amount of all Partners’   Investable Funds, until the Paid-in Capital Contribution of all Partners   reaches at [   ]% of Annual Internal Rate of Return (IRR) from   Contribution Deadline of each installments to the distribution day.  

 

(4)  Fourth Round   Distribution: After the distributions above, the cash shall be distributed if   it still remains in the Limited Partnership, the [   ]% to the   General Partner, and [   ]% according to the proportion of the   all Partners’ Investable Funds to the sum of Investable Funds in the   Partnership to all Partners.
    	
 
    	
each Partner’s   Investable Funds to the amount of all Partners’ Investable Funds, until the   Paid-in Capital Contribution of all Partners reaches at [   ]%   of Annual Internal Rate of Return (IRR) (before distribution) from   Contribution Deadline of each installment to the distribution day.  

 

(4)  Fourth Round   Distribution: After the distributions above, the cash shall be distributed if   it still remains in the Limited Partnership, the [   ]% to the   General Partner, and [   ]% according to the proportion of the   all Partners’ Investable Funds to the sum of Investable Funds in the   Partnership to all Partners, until the Paid-in Capital Contribution of all   Partners reaches at [   ]% of Annual Internal Rate of Return   (IRR) (before distribution) from Contribution Deadline of each installment to   the distribution day.  

 

(5)   Fifth   Round Distribution: After the distributions above, the cash shall be   distributed if it still remains in the Limited Partnership, the   [   ]% to the General Partner, and [   ]%   according to the proportion of the all Partners’ Investable Funds to the sum   of Investable Funds in the Partnership to all Partners, until the Paid-in   Capital Contribution of all Partners reaches at [   ]% of   Annual Internal Rate of Return (IRR) (before distribution) from Contribution   Deadline of each installment to the distribution day.  

 

(6)  Six Round   Distribution: After the distributions above, the cash shall be distributed if   it still remains in the Limited Partnership, the [   ]% to the   General Partner, and [   ]% according to the proportion of the   all Partners’ Investable Funds to the sum of Investable Funds in the   Partnership to all Partners, until the Paid-in Capital Contribution of all   Partners reaches at [   ]% of Annual Internal Rate of 
    


 

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Return (IRR) (before   distribution) from Contribution Deadline of each installment to the   distribution day.  

 

(7)  Seven   Round Distribution: After the distributions above, the cash shall be   distributed if it still remains in the Limited Partnership, the   [   ]% to the General Partner, and [   ]%   according to the proportion of the all Partners’ Investable Funds to the sum   of Investable Funds in the Partnership to all Partners.
    
	
Article 10   Representations and Warranties — Section 10.1.1(6) and   10.1.1(7) (in Second Film Fund LPA)
    	
 
    	
N/A
    	
 
    	
(6) It is complied   with the rules for accredited investors set out in the Interim Measures   for the Regulation of Privately Offered Investment Funds. It has the   financial capacity to fulfill its capital contribution obligations under this   Agreement and the source of funding is legal. In particular, unless otherwise   prescribed by the Interim Measures for the Regulation of Privately Offered   Investment Funds for qualifications of an accredited investor, it confirms   that: with respect to individuals, their financial assets (including bank   deposits, stocks, bonds, fund units, wealth management plans, bank financial   products, trust plans, insurance products and futures rights and interests   etc.) shall not be less than RMB3 million or their personal average annual   income in the last three years shall not be less than RMB0.5 million; with   respect to entities, their net assets shall not be less than RMB10 million;  

 

(7) The materials   or information relating to its qualification and legal status provided to the   Limited Partnership and General Partner is true and accurate. Where there is   any change to such materials or information, it will notify the General   Partner within three (3) Business Days from such change.
    


 

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Article 11   Accounting, Reports and Account — Section 11.3.1
    	
 
    	
From the Contribution   Deadline of First Installment, the General Partner shall (1) submit   semiannual report to all Partners containing a summarization of investment   activities and unaudited abstract of financial information including the   balance sheet of the Partnership for the last six months before the end of   the third month of each half year (namely March 31 and   September 30); (2) submit the annual report of the last accounting   year before June 30 of each year to all Partners containing the   summarization of investment activities and audited financial report of the   last year.
    	
 
    	
From the Contribution   Deadline of First Installment, the General Partner shall (1) submit   quarterly report to all Partners containing a summarization of the quarterly   investment activities within 30 days of the end of each quarter;   (2) submit semiannual report to all Partners containing a summarization   of investment activities and unaudited abstract of financial information   including the balance sheet of the Partnership for the last six months before   the end of the third month of each half year (namely March 31 and   September 30); (3) submit the annual report of the last accounting   year before June 30 of each year to all Partners containing the summarization   of investment activities and audited financial report of the last year.
    
	
Article 15.   Dissolution and Liquidation — Section 15.1.1(3)
    	
 
    	
(3) The Executive   Partner has been expelled and the Partners’ Meeting has not adopted a   resolution on the admission of a new Executive Partner;
    	
 
    	
(3) The Executive   Partner has been expelled;
    
	
Article 17.   Governing Law and Resolution of Disputes — Section 17.2.1
    	
 
    	
All the disputes   arising out of or related to this Agreement shall be settled by the related   Parties through friendly negotiation first. If the related Parties fail to   settle the disputes through negotiation, the disputes shall be submitted to   Shanghai Arbitration Committee for arbitration in accordance with the then   effective arbitration rules of the committee. The award of the   arbitration shall be final and binding upon the related Parties. Unless   otherwise awarded by the arbitration tribunal, the arbitration fee shall be   borne by the losing Party.
    	
 
    	
All the disputes   arising out of or related to this Agreement shall be settled by the related   Parties through friendly negotiation first. If the related Parties fail to   settle the disputes through negotiation, the disputes shall be submitted to   Beijing Arbitration Committee for arbitration in Beijing in accordance with   the then effective arbitration rules of the committee. The arbitral   tribunal shall consist of three arbitrators. Chairman of the arbitral tribunal shall be designated by Beijing   Arbitration Committee. The other members of the arbitral tribunal shall be designated   by the related Parties. The arbitration proceedings shall be conducted in   Chinese. The award of the arbitration shall be final and binding on the   related Parties. Unless otherwise awarded by the arbitration tribunal, the   arbitration fee 
    


 

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shall be borne by the   losing Party.
    


 

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