Exhibit
10.7


 


Bank of Beijing


Contract No.: 0076692


4-040


C08001


 


 


General Credit Facility Grant
Contract


(for single client general credit
facility grant)


 


 


Between


 


 


Facility Grantee: Beijing Bona
Film Culture Communications Co., Ltd.


 


 


Facility Grantor: Bank of Beijing
Company Limited Chaowai Branch


 


 


Date: November 15, 2010


 

















 


General Credit Facility Grant
Terms and Conditions Sheet


 


Facility Grantee: Beijing Bona
Film Culture Communications Co., Ltd.


Organization and Entity Code:
75418943-6


Business License Code:
110105005884880


Legal
Representative/Person-in-Charge: Yu Dong


Title: Chairman


Mailing Address: F/18, Poly Plaza,
Road No. 14, Dongzhimen


Nandajie, Dongcheng District,
Beijing


Postcode:
100027


Telephone:


Fax:
(N/A)


Contact: Zhang Ying


Title: Finance and Accounting


Opening Bank: Bank of Beijing


 


Facility Grantor: Bank of Beijing
Company Limited Chaowai Branch


Legal
Representative/Person-in-Charge: Gu Mingqi


Title: Chief of Branch


Mailing Address: 20 Chaowai Dajie,
Chaoyang District, Beijing


Postcode: 100020


Telephone:


Fax:


 


This contract is made for mutual
observance at the domicile of Bank of Beijing on the date written on the
coverage page hereof by and between the Facility Grantee and Bank of
Beijing (the “Parties”) by consultation and
agreement on an equal and voluntary basis pursuant to the Contract Law of the
People’s Republic of China and other laws and regulations and the terms and
conditions set out herein as well as the Basic Terms of the General Credit
Facility Grant Contract.


 


A. Maximum
Facility Amount (In case of conflict, figures stated in capital
words shall prevail over those stated in Arabic numbers. The same principle
shall apply throughout this contract):


 


Total Amount in RMB (stated in
words): One Hundred Million Yuan, or RMB 100,000,000 (stated in Arabic numbers)


 


Of Which:              Facility in RMB currency shall be RMB (stated in words)
One Hundred Million Yuan, or RMB 100,000,000 (stated in Arabic numbers); and


 


Facility in X currency shall be X (stated
in words) X or X (stated in Arabic numbers). (Crossed-Out;
N/A)


 


B.   Allocation of Credit Facility Between
Specific Businesses


 


(1)  RMB loan facility in the
amount of (stated in words) One Hundred Million Yuan; the term of each loan
facility shall not exceed 12 months;


 


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(2) Foreign exchange loan
facility in the equivalent amount of RMB (stated in words) X; the term of each
loan facility shall not exceed X;  (Crossed-Out; N/A)


(3) RMB bills of exchange
discounting facility in the amount of RMB (stated in words) X; (Crossed-Out; N/A)


(4) Export-import bill purchase
facility in the equivalent amount of RMB (stated in words) X; the term of each
operation shall not exceed X; (Crossed-Out; N/A)


(5) RMB bills of exchange
acceptance facility in the amount of RMB (stated in words) X; (Crossed-Out; N/A)


(6) Letter of credit facility
in the equivalent amount of RMB (stated in words) X; in the case of a usance
L/C, the term of each payment agreed under the L/C shall not exceed X; (Crossed-Out; N/A)


(7) Guarantee facility
denominated in currency X in the equivalent amount of RMB (stated in words) X;
the term of each letter of guarantee shall not exceed X months; (Crossed-Out; N/A)


(8) Others: X. (Crossed-Out; N/A)


 


C.  Prior Dealings Included under the Facility
Management Hereunder


 


Dealings incurred but outstanding
under the following contracts shall be included into the credit facility
hereunder, provided that the rights and obligations under such contracts shall
continue to be implemented in accordance with such contracts (unless otherwise
provided herein):


 


(1) The X contract (No. X)
by and between Bank of Beijing X Branch and the Grantee, under which the
outstanding balance, denominated in currency X, stands at (stated in words) X as
of the date hereof; and (Crossed Out; N/A)


(2) Others: X (Crossed Out; N/A).


 


D. Type of
Credit Facility (Use “” or “X” to select or deselect the appropriate items. This principle applies
throughout the contract.)


 


  Revolving credit
facility               Xo Non-revolving credit facility


 


E. Term of
Facility (Drawing Period):  364 days from the date hereof.


 


G: Purpose of Facility


 


 To satisfy the
business requirements of the Grantee arising from its lawful, rules-compliant
and normal business operations


 


Xo   Special purpose.


 


M. Security (as governed by the specific security document)


 


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 a security in the
form of guarantee, as provided by the guarantors Beijing Bona International
Cinema Investment Management Co., Ltd; and Zhejiang Bona Film and Television
Production Co., Ltd.


 


Xo a security in the form of pledge, as provided by the
pledgor                .


 


Xo a security in the form of mortgage, as provided by the
mortagor                .


 


Xo Others: As specified in specific clauses hereunder or
relevant security documents.


 


N. Commitment Fee


 


The Grantee shall within X days from
the date hereof (but not later than the date of first drawdown of the facility
hereunder) pay a credit facility commitment fee in the amount of RMB X to Bank
of Beijing. (Crossed Out; N/A)


 


U. Annex (The following annex is an integral part of this contract)


 


Enforcement Notarization Agreement.


 


W. Enforcement Notarization


 


 Within 30 days from
the date hereof, a notarization agreement which shall grant enforceability to
this contract shall be executed and notarized.


 


Xo This contract does not require enforcement notarization. (Crossed Out; N/A)


 


X. Special Agreement:


 


X. (Crossed Out;
N/A)


 


Y. The Grantee hereby
acknowledges that: Bank of Beijing
has alerted it to relevant provisions on limitation of liabilities or rights
and has provided full explanations and clarifications in respect of this
contract; and amendments and supplemental provisions (if any) agreed by the
parties have been set out under Special Agreement or in a supplementary
agreement; and upon full review and discussion with Bank of Beijing, the
Grantee has fully understood and agreed with the whole content of this
contract, including the Terms and Conditions Sheet, the Basic Terms and the
annex(es) to this contract and has no question or objection in respect of the
same.


 


IN WITNESS WHEREOF, the parties have
caused this contract to be executed as follows.


 


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Grantee: Beijing Bona Film
Culture Communications Co., Ltd (seal)


 


Legal Representative:         (signature of Yu Dong)


(or Authorized Representative)


 


 


Bank of Beijing (seal):


 


Legal Representative:  (signature)


(or Authorized Representative)


 


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Basic Terms of the General Credit
Facility Grant Contract


 


1. Definitions and Interpretation


 


1.1 For the purpose herein, unless
otherwise indicated, the following terms shall have the following meanings:


 


This “Contract” means the following
documents taken as a whole: General Credit Facility Grant Contract Terms and
Conditions Sheet (Operative Clauses A-Z), the Basic Terms of the General Credit
Facility Grant Contract, the annex(es) set out in Clause U hereof, and other
documents which lawfully and validly determine the rights and obligations of
the two parties (including without limitation supplementary agreements, letters
of commitment, etc.); provided that when a reference is made to the
clauses of this Contract, unless otherwise specified, such reference shall
exclusively refer to the relevant clauses of the Contract Terms and Conditions
Sheet and the Basic Terms.


 


“Credit Facility” means the
principal amount of the credit facility or credit support committed or actually
granted by Bank of Beijing pursuant to the terms and conditions of this
Contract.


 


“ Facility Term”, also known as “Drawdown
Period”, means the period during which the Grantee may apply to Bank of Beijing
to utilize relevant facilities.


 


“Facility Utilization Date” means
the date on which the Grantee begins to utilize the facility hereunder. For
instance, in the case of a loan operation, or a bill acceptance operation, or a
letter of guarantee/letter of credit opening operation, it refers to the loan
drawdown date, the acceptance date and the opening date, respectively.


 


“Facility Utilization Period” means
the period beginning as from the date of formation of the contract and ending
as of the later of the expiry date of the Facility Term or the date on which
the entire credit facility utilized by the Grantee (if any) has been fully
repaid together with relevant payments and fees.


 


“Specific Businesses” means the
specific credit facility businesses effected by Bank of Beijing hereunder in
favor of the Grantee, including loan facility, trade finance, discounting
facility, letter of guarantee facility, letter of credit facility, bill
acceptance facility, etc.


 


“Specific Business Contract” means
the legal document(s) (however described) entered into by and between the
Grantee and Bank of Beijing in connection with the utilization of the facility
under this Contract which document constitutes the contractual relationship
between the Grantee and Bank of Beijing under the specific business(es),
including without limitation business contracts, agreements, commitments,
business vouchers, etc, be they in a written form, in the form of electronic
data or in any other valid form.


 


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“Security Document(s)” means any
security contract, security clause or security letter or similar document and
commitment which creates a security and which has been executed or consented to
by the security provider.


 


A “Third Party” means, for the
purpose of the clauses of this Contract, any individual or entity other than the
parties to this Contract.


 


“Laws and Regulations” means the
laws, regulations and the judicial interpretations of the Supreme People’s
Court applicable on the mainland of the People’s Republic of China (exclusive
of Hong Kong, Macao and Taiwan).


 


“Financial Rules” means the rules,
requirements and orders of the Chinese banking regulatory authority, the People’s
Bank of China and the foreign exchange administration.


 


“Business Day” means any day on
which commercial banks located in the same city(ies) as Bank of Beijing are
open for general corporate business, exclusive of legal holidays, Saturdays and
Sundays, but inclusive of Saturdays and Sundays on which the public is required
to work by the ad hoc rules of the
government.


 


1.2           In any document made under or pursuant to this Contract,
unless otherwise


 


provided therein, the terms defined
hereunder shall have the same meanings.


 


2. Facility Amount


 


2.1 The maximum facility amount is
as set out in Clause A hereof. The allocation of the credit facility among the
various businesses is as set out in Clause B hereof and no transfer of facility
amount between such various businesses may be effected without the consent of
Bank of Beijing. Unless otherwise provided, the facility amount which can be
utilized by outstanding dealings of the Grantee with Bank of Beijing as a whole
shall be as set out in Clause C hereof. Bank of Beijing may arrange or
designate another branch of it to handle the specific business dealings
hereunder, in which event such branch shall be deemed as the Grantor hereunder
for the purpose of the handling of such business dealings.


 


2.2 In the event of any of the
following, Bank of Beijing may in its discretion adjust part or all of the
un-utilized facility hereunder or may lessen the term of such facility: (i) the
Grantee or its guarantor defaults under this Contract, the Specific Business
Contract(s) or the Security Document; (ii) the finances or operating
condition of the Grantee has suffered a material adverse change; (iii) an
adjustment by the state or the financial regulatory authority of their credit
policy or other relevant policies, or the occurrence of an actual or potential
material financial risk in the location of the Grantee, or a material adverse
change on the market related to the business of the Grantee, which, in the
reasonable opinion of Bank of Beijing, materially affects its performance of
this Contract;  or (iv) other
circumstances as specified by this Contract, the Specific Business Contract(s) or
the Security Document.


 


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2.3 The type of the facility is as
set out in Clause D hereof. In the case of a revolving facility, the Grantee
may, during the period between full settlement of relevant debts and expiry of
the Drawdown Period, apply to re-utilize and re-draw, such facility within the
limit of the available facility amount in any number of times during the
Facility Term in accordance with the provisions of this Contract. In the case
of a non-revolving facility, the Grantee may not apply to re-draw it upon full
repayment.


 


3. Use of Credit Facility


 


3.1 If the expiry date of the Facility Term (Drawdown
Period) is not a Business Day, then the last Business Day preceding such date
shall be treated as the expiry date. The Grantee may submit applications to
Bank of Beijing during the Drawdown Period within the maximum facility amount
and the specific facility amount. Upon approval of such applications, the
Grantee shall within the Drawdown Period enter into the Specific Business Contract(s) and
shall effectively utilize the relevant facility(ies) in accordance with such
contract(s). Upon expiry of the Drawdown Period, the un-utilized facility will
be cancelled automatically.


 


3.2  Unless otherwise modified by the Grantee and
Bank of Beijing by mutual agreement, the following procedures and requirements
shall be observed by the Grantee in each of its utilization of the facility: (1) The
Grantee shall provide in advance an application to Bank of Beijing, specifying
the types and amounts of the facility it intends to utilize, the purpose of
such utilization, proposed utilization date as well as other requisite
information, together with documents and materials required by the business rules of
Bank of Beijing; (2) Bank of Beijing will review the application in
accordance with its then applicable business management rules and credit
review requirements, as well as this Contract; (3) Upon review and
approval of the application by Bank of Beijing, the Parties will enter into a
Specific Business Contract and will complete the procedures for relevant
business dealings in accordance with their contractual agreement, following
which, the facility amount available hereunder will be reduced
accordingly.  If, upon review, the
application has not been approved by Bank of Beijing, Bank of Beijing will
inform the Grantee of the same.


 


3.3  Unless all of the following conditions
(except for those then waived by Bank of Beijing in its discretion) have been
satisfied at all times when the Grantee requests utilization of the facility,
Bank of Beijing shall not be obligated to agree for the Grantee to utilize the
facility:


 


(1) 
The Security Document specified in Clause M hereof has been executed, duly
delivered and registered;


 


(2) The
Grantee and Bank of Beijing have executed the Specific Business Contract(s) and
have satisfied the conditions set out thereunder and hereunder; and the
facility available under this Contract remains adequate;


 


(3) 
The Grantee is not the subject of any event of default under this Contract or
the Specific Business Contract; and the guarantor is not the subject of any
event of default under the Security Document;


 


(4) 
The then prevailing Laws and Regulations, Financial Rules and state credit
policy do not materially affect the performance of the Specific Business
Contract by any party thereto, or prohibit or restrict the handling of relevant
business dealings; and


 


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(5) Other
conditions agreed under this Contract or the Specific Business Contract, or
required by Laws and Regulations and the Financial Rules.


 


3.4 The
currency(ies), amount(s), term, interest rates and fee rates, and repayment
matters applicable to the specific business(es) shall be governed by the
provisions of the Specific Business Contract(s). Unless this Contract has been
modified by Bank of Beijing and the Grantee by a written supplementary
agreement, the business term specified in the Specific Business Contract(s) shall
not exceed the term limit set out in Clause B hereof (except where such term is
extended automatically in accordance with the provisions of the Specific
Business Contract(s) or is extended as a result of any force majeure
event).


 


3.5  The facility amount utilized by each specific
business shall be calculated based on the credit loan principal amount or
credit support principal (nominal) amount provided by Bank of Beijing on the
facility utilization date. The facility amount utilized by foreign exchange
business shall be calculated based on the initial foreign exchange selling rate
published by Bank of Beijing on the facility utilization date. This Section 3.5
is provided only for the purpose of facilitating the computation of facility
amounts and shall not be deemed a restriction on the scope of debts of the
Grantee or the scope of guarantee of the Guarantor. The debts owed by the
Grantee to Bank of Beijing under each specific business shall be determined in
accordance with the Specific Business Contract(s) and other provisions of
this Contract.


 


3.6  The Grantee undertakes that it will apply the
facility towards the purposes of use set out in Clause G hereof and the
Specific Business Contract and that such purposes of use do not breach the Laws
and Regulations or the Financial Rules. The Grantee warrants that it will not
apply the facility towards any project or business prohibited by the Laws and
Regulations and the Financial Rules. If the Grantee needs to change the purpose
of use of the facility, it shall obtain prior written consent of Bank of Beijing.


 


3.7  For the purpose of timely repaying relevant
payable funds, the Grantee shall open and maintain at all times the relevant
account(s) with Bank of Beijing (Even if the account number has been
changed, this requirement shall remain applicable to such changed account.).
Bank of Beijing may on its own deduct funds due and payable by the Grantee from
the account(s) opened by the Grantee with Bank of Beijing Company Limited
as a whole. Upon such deduction, Bank of Beijing will notify the Grantee by an
account statement or otherwise.


 


3.8  In the absence of genuine and adequate
evidences to the contrary, the accounting vouchers internally generated by Bank
of Beijing shall be the valid proof evidencing the status of the incurred
businesses and debt repayment.


 


4.
Representations and Warranties


 


4.1 The
Parties represent and warrant to each other that: (1) it has the
qualification and capacity to enter into and perform this Contract and the
person executing this Contract on its behalf has been fully authorized and is
empowered to enter into this Contract on its behalf; (2) Its entry into
and performance of this Contract does not violate its articles of association
and other organizational document, the Laws and Regulations, the Financial Rules or
other legal


 


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documents
binding on it and it has obtained or completed any requisite internal and
external authorizations, consents or filings to ensure that this Contract is
legally binding on it and is enforceable in accordance with law.


 


4.2 The
Grantee represents and warrants that, so long as the facility is being
utilized:


 


(1) It
will remain at all times a lawfully incorporated and ongoing legal entity and
will timely complete annual inspection and other statutory formalities; and
prior to execution of this Contract and prior to each submission of its
facility utilization application, it will provide to Bank of Beijing, in a
truthful and complete manner, information regarding its financial and operating
condition and other material information related to this Contract and the
Specific Business Contract.


 


(2) Its
production and business operations are lawful and rules-compliant, are
consistent with the environment protection, tax and charges payment and other
requirements of Laws and Regulations, and have lawfully and validly obtained
necessary approvals and permits;


 


(3) It
will accept and actively cooperate with the inspection and monitoring by Bank
of Beijing of its financial and operating condition as well as its use of the
facility hereunder, including without limitation:  (i) providing, at the request of Bank of
Beijing, reasonable details on the implementation of each specific business
hereunder, together with relevant vouchers; and showing its compliance with the
provisions of this Contract; and (ii) furnishing, by end of each April, to
Bank of Beijing its audited complete financial statements of the preceding year
(including notes) together with the auditor’s report; and furnishing, during
the first month of each quarter, a copy of its balance sheet, loss and income
statement, cashflow statement and other financial statements as of the end of
the preceding quarter (If there is any audited half-year or quarter financial
statement, then such audited financial statement, together with the auditor’s
report, shall be provided. );


 


(4) 
All of the application documents, financial statements and other information
and materials provided by it to Bank of Beijing are true, complete, legal and
valid, are free from any fraud or material omission, and are not materially
misleading;


 


(5) It
will not engage in any of the following: fraudulent registered capital
withdrawal, fictitious transactions designed to defraud banks out of their
funds or credit facility, debt evasion (by way of asset transfer or otherwise),
related party transactions materially impairing its debt repayment ability,
money laundering or other illicit transactions.


 


(6) It
will, no later than its first utilization of the facility, provide to Bank of
Beijing the security (as further specified in the Security Document) stipulated
in Clause M hereof; the Grantee warrants that the pledge ratio and mortgage
ratio under the Security Document will be maintained within the scope agreed
therein (if any); the Grantee represents that it fully understands, agrees with
and accepts the terms and conditions of the relevant Security Document and
warrants that all of the securities provided by it to Bank of Beijing under the
Security Document are legal, valid and are enforceable in accordance with law.


 


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5. Tax
and Charges


 


The
Grantee and Bank of Beijing shall each bear their respective stamp duty payable
by them under this Contract. The Grantee shall bear taxes and administrative charges
(except for taxes and charges which Bank of Beijing is required to assume on
its own under law), notary fee (if any) and guarantee fee (if any) imposed by
the government or an entity exercising administrative powers. In addition, the
Grantee shall pay to Bank of Beijing the commitment fee in accordance with
Clause N hereof.


 


6.
Default and Remedies


 


6.1 Any
or more of the following shall constitute an event of default on the part of
the Grantee:


 


(1) 
The Grantee fails to utilize the facility in accordance with this Contract or
the Specific Business Contract, or fails to timely and fully pay interest,
principal or other funds payable, or fails to timely and fully effect payments
and thereby causes Bank of Beijing to effect such payments in its place;


 


(2) The
Grantee fails to (or expressly states that it will not, or shows, through its
action, that it will not) fully and properly fulfill its representations,
warranties, obligations or liabilities under this Contract or the Specific
Business Contract(s);


 


(3) The
Guarantor fails to fully and properly fulfill its representations, warranties,
obligations or liabilities under the Security Document; or any other events of
default occur under the Security Document; or the security/pledge
subject-matter (if any) is destroyed or lost, or is the subject of a title
transfer, or seizure, or freezing, or sequestration or enforcement; or the
Security Document or any security interest of Bank of Beijing is found invalid,
voided or terminated without written consent of Bank of Beijing;


 


(4) The
Grantee fails to honor any material credit financing, security, indemnity or
other debt repayment liability which has become due and payable; or its
business license for its main business or material business has been suspended or
revoked; or the Grantee enters into business suspension and rectification,
receivership, dissolution, bankruptcy declaration and similar procedures; and


 


(5) 
The financial or operating condition of the Grantee suffers a material adverse
change or incurs a bad credit record; or the Grantee is involved in a dispute
or administrative penalty materially and adversely affecting its debt repayment
ability, or the performance of this Contract and the Specific Business
Contract; or there occurs any other circumstance materially and adversely
affecting the creditor’s claims or security interests of Bank of Beijing.


 


6.2 If an
event of default with respect to the Grantee occurs under this Contract or the
Specific Business Contract(s), Bank of Beijing shall be entitled to exercise
the remedies for default in accordance with the contractual provisions and/or
the provisions of Laws and Regulations and the Financial Rules, including
without limitation: adjusting the facility amount and the Facility Term;
demanding cure of breach; imposing penalty interest; enforcing security
interests and liens in accordance with law; declaring all or part of the debts
under this Contract or the Specific Business Contract(s) immediately due
and payable; demanding payment by way of a public announcement; demanding
compensation for losses and reimbursement of costs incurred by Bank of Beijing
in connection with the realization of its claims and security interests
(including without limitation litigation /arbitration costs, assessment/appraisal/auction
and other


 


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disposition
costs, attorney’s fee, investigation and evidence-taking costs, travel and
accommodation expense and other reasonable expenses).


 


6.3 If
the amounts recovered by Bank of Beijing through the exercise of its rights are
in a currency different from that of the defaulted amounts of the Grantee, such
amounts shall first be converted based on the exchange rate between the
currency of the defaulted amounts and the currency of the recovered amounts as
published by Bank of Beijing before being applied towards settlement of the
creditor’s claims of Bank of Beijing, and any resultant exchange loss and costs
shall be borne by the Grantee. The Grantee shall be obligated to cooperate with
such currency conversion procedures.


 


6.4 The
amounts recovered by Bank of Beijing through the exercise of its rights shall
be applied towards settlement of the creditor’s claims of Bank of Beijing in
the following order: (1) the costs for the realization of the creditor’s
claims and security interests, and other expenses to be borne by a borrower, (2) damages,
indemnities and liquidated damages, (3) penalty interest, (4) interest,
(5) principal, (6) other payables, provided, however, that Bank of
Beijing may change the foregoing order of payment. Where the Grantee has more
than one payment becoming due and payable, it shall pay in such order as
determined by Bank of Beijing.


 


6.5  Any party affected by a force majeure event
may be released from relevant breach of contract liabilities in accordance with
law if within 5 Business Days of the occurrence of such force majeure event
such party furnishes to the other party a certificate issued by a competent
entity to that effect. For the avoidance of doubt, the Parties acknowledge that
in the event of force majeure the Grantee may be released from relevant breach
of contract liabilities in accordance with law but shall remain obligated to
repay the principal and interest of the utilized facility and the expenses for
the realization of the creditor’s claims and security interests.


 


7.
Governing Law and Dispute Resolution


 


7.1 This
Contract shall be governed by the Laws and Regulations of the People’s Republic
of China. Any dispute arising under or in connection with this Contract shall
first be resolved by the Parties through friendly consultations, failing which,
it shall be brought before the people’s court of the domicile of Bank of
Beijing for adjudication.


 


7.2 Where
the Specific Business Contract(s) and the Security Document otherwise
provide for express written provisions on governing law and dispute resolution,
such provisions shall prevail. Where the Specific Business Contract(s) and
the Security Document do not provide for such written provisions, or such
written provisions are unspecific or are legally void or have been legally
revoked, the Laws and Regulations of the People’s Republic of China shall
govern such Specific Business Contract(s) and such Security Document and
disputes thereunder shall be brought before the people’s court of the domicile
of Bank of Beijing for adjudication.


 


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8.
Miscellaneous


 


8.1  In the event of a conflict between the
Special Agreement in Clause X hereof and the remainder of the operative text of
this Contract, such Special Agreement shall prevail. The annex(es) listed in
Clause U hereof is an integral part of this Contract. Unless otherwise
expressly stated in writing in the operative text of this Contract or the
annex(es), in the event of a conflict between the annex(es) and the operative
text of this Contract, the latter shall prevail.  Each of the Specific Business Contracts,
together with this Contract, constitutes an entire agreement. Unless otherwise
stated herein, in the event of a conflict between a Specific Business Contract
and this Contract, the Specific Business Contract shall prevail, provided that
matters not provided for by the Specific Business Contract shall be dealt with
in accordance with the provisions of this Contract.


 


8.2  Any notice or document given by a party
hereunder shall be deemed duly given: (1) on the date the receiving party
or its receiving agent affixes their receipt signature, if delivered in person
or by an entrusted person;  (ii) on
the 3rd day from
posting, if delivered by express mailing service or intracity (including both
the urban area of the city and its environs) registered mail; (iii) the 7th day from posting, if delivered by other means
of mailing.  If the date of delivery so
determined differs from the actual date of receipt or receipt signature of the
receiving party, the earlier of the two dates shall prevail. For the avoidance
of doubt, the Parties acknowledge that documents which are required by Bank of
Beijing to be delivered by the Grantee in person shall be delivered to an
authorized handling person of Bank of Beijing by a special designee of the
Grantee. Any Party shall timely notify the other party of any change to its
contact information. Otherwise, such other party shall have the right to treat
the contact information preceding such change as valid.


 


8.3 Bank
of Beijing may provide information related to this Contract and the Specific
Business Contracts to the credit inquiry system and information database
established under the authorization of competent governmental authorities.


 


8.4
Unless otherwise provided herein, until such information loses their
confidentiality, any party hereto shall maintain in confidence the trade
secrets of the other party acquired by it during the entry into and performance
of this Contract as well as any other non-public information expressly required
by the other party to be treated as confidential and shall not make public or
disclose the same to any third party without written consent of the other
party; provided however that disclosure by a party of the same under relevant
Laws and Regulations or the requirements of a competent authority or its
listing stock exchange, or reasonable disclosure of the same for the purposes
of this Contract to such party’s auditors, financial advisors, counsel or other
intermediaries (to the extent that such entities and individuals are required
to assume confidentiality obligations) shall not be deemed a breach of its
confidentiality obligations.


 


8.5 The
validity of this Contract is independent of, and shall not be affected by the
validity or enforceability of, any Security Document, Specific Business
Contract, and any contract, agreement or undertaking.  If any provision or term of this Contract is
lawfully struck down or found invalid, the validity of the remaining provisions
and terms shall not be affected; and such provisions and terms shall remain in
full force and effect. Failure by a party to exercise its remedies with respect
to a breach of the other party shall not be deemed a waiver of such remedy or
consent to such breach.


 


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8.6 This
Contract is entered into on the date hereof at the domicile of Bank of Beijing
by and between the Grantee and Bank of Beijing. This Contract shall become
effective upon being executed, and affixed with the common seal of each party
(or their respective contract seals, as certified by a document affixed with
their respective common seals), by their respective legal representative,
persons-in-charge, or authorized representatives. This Contract shall be made
in three copies (and in such additional copies as may be required for the
completion of the notarization, security registration or other procedures).
Bank of Beijing shall hold two copies and the Grantee shall hold one copy.  All of the copies shall have the same legal
force and effect. If a guarantor is involved, the Grantee shall be responsible
to provide a photocopy of this Contract to the guarantor, provided however that
failure by the Grantee to do so shall not have any adverse effect on the
creditor’s claims and security interests of Bank of Beijing.


 


(NO
OPERATIVE TEXT BELOW)


 


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Bank of Beijing


 


Enforcement
Notarization Agreement


 


No: 0076692


 


4-059


C08991


 


Party A (Customer): Beijing Bona
Film Culture Communications Co., Ltd.


Contact: Zhang Ying


Title:  Finance and Accounting


Telephone:


Fax: (N/A)


Mailing Address: F/18, Poly Plaza,
Road No. 14, Dongzhimen


                           Nandajie,
Dongcheng District, Beijing


Postcode: 100027


 


Party B (Creditor): Bank of
Beijing Company Limited Chaowai Branch


Contact:  Che Yanchao


Title: Assistant to Chief of Branch


Telephone:


Fax:


Mailing Address: 20 Chaowai Dajie,
Chaoyang District, Beijing


Postcode: 100020


 


WHEREAS, Party A and Party B
have agreed to enter into the contract set forth in Article 1 hereof; and
in order to ensure Party B’s timely realization of its rights and interests thereunder,
Party A and Party B mutually agree to grant enforceability to such contract.
NOW, THEREFORE, upon consultation and agreement, on the basis of equality and
free will, Party A and Party B hereby enter into into the following for mutual
observance:


 


Article 1  Party A and Party B of their own will and
accord apply to have the following particular instrument evidencing creditor’s
claims (“Relevant Contract”) subjected to enforceability-granting notarization
(“Enforcement Notarization”):


 


Contract Name:  General Credit Facility Grant Contract


Contract No.:  0076692


Contract Date: September 15,
2010


 


Party A and Party B have no
objections as to the amounts of the claims and debts and their term and other
details set out in the Relevant Contract.


 


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Article 2  Party A and Party B agree to apply for and
complete the Enforcement Notarization hereunder with Beijing Fangyuan Notary
Public Office (or such other notary public office as may be agreed by their
respective representatives by affixing their signatures, “Notary Office”). The
notarization fee shall be borne by Party A and shall be based on the standards
fixed by the Notary Office.


 


Article 3  Party A and Party B hereby represent and
warrant to each other and to the Notary Office that: (1) it has the qualification and
capacity to enter into and perform this agreement and has obtained or completed
any requisite internal and external authorizations, consents or filings to
ensure that this agreement is legally binding on it; (2) the person
executing this agreement on its behalf has been fully authorized and is
empowered to enter into this agreement on its behalf; and (3) it has
obtained full knowledge of the provisions of relevant laws, regulations, administrative
rules and industry rules related to notarization in general and
Enforcement Notarization in particular, has fully known and understood the
implication, content and procedures, risks and liabilities, and other legal
consequences arising from enforceability-granting notarization of a contractual
instrument; and on such basis, it voluntarily proceeds to effect the
Enforcement Notarization.


 


Article 4  Party A and Party B hereby confirm that the
Relevant Contract shall become capable of enforcement immediately upon
notarization. If the rights and interests of Party B cannot be timely and fully
realized by the time of expiry of the performance term of the Relevant Contract
(including expiry of the contractual term; expiry of the statutory term, or accelerated
expiry of the contractual or statutory term), or if there arises any
circumstance set out in the Relevant Contract under which Party B may exercise
its contractual rights, Party B shall then, without notice to Party A, have the
right to directly apply to the Notary Office to have the enforcement
certificate issued by showing the Relevant Contract, the Enforcement
Notarization certificate, the record on the coming into being of the creditor’s
claims and the record on contract performance (both of which are to be issued
by Party B) and shall further have the right to file an enforcement motion with
the competent People’s Court on the strength of such enforcement certificate.
Party A hereby undertakes that it will voluntarily and unconditionally accept such
enforcement.


 


Article 5  Party A and Party B hereby confirm that: Upon
performance of relevant obligations under the Relevant Contract, Party A shall
be obligated to submit, with 2 Business Days of such performance, a photocopy
of the debt satisfaction certificate obtained by it from Party B (e.g.
repayment certificate) (affixed with the seal of Party A) to the Notary Office
(Address and Postcode:  F/5, INN
Building, 5 Dongshuijin Alley, Chaonei Dajie, Dongcheng District, Beijing
100010; Addressee: Notary Wang Ruilin; Tel: 85197505; Fax: 85197550;  the Notary Office may change the foregoing
contact information by an announcement published on its website or by a notice
to Party A) for record.  The Notary
Office may then, without notice to Party A, verify in conjunction with Party B
the debt satisfaction certificate (if any) so submitted by Party A and will
treat the verification result as the factual basis with which to assess whether
Party A has fully satisfied its debts under the Relevant Contract and to issue
the enforcement


 


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certificate
together with details of the scope of debts subjected to enforcement.  If Party A fails to timely submit an adequate
debt satisfaction certificate or if the debt satisfaction certificate submitted
by it contains formal or substantive deficiencies or defects or is not
recognized by Party B, the Notary Office shall be entitled to form its
independent judgment on the basis of the contract performance record submitted
by Party B and Party A shall bear relevant risks and adverse consequences.


 


Article 6  Party A and Party B confirm that: The legal
consequences arising from the Relevant Contract being granted enforceability
shall extend to the Relevant Contract itself, the annexes thereto and other
integral parts thereof, as well as any valid amendments and supplements thereto
in effect from time to time (irrespective of whether such amendments or
supplements have arisen automatically from contractual provisions or the
provisions of laws and regulations applicable to the Relevant Contract, or have
arisen from the mutual agreement of the two parties, or the exercise by a party
of any contractual or statutory rights).


 


Article 7
If the Notary Office deems it necessary to contact Party A, it may make such
contact by way of telephone, fax, letter or otherwise in accordance with the
contact information set out in the preamble hereof or such contact information
as then deemed valid by the Notary Office (e.g. Party A’s then registered address,
legal representative or actual office or place of business) or by face-to-face
inquiry. Party A shall timely inform the Notary Office of any change to its
contact information. Otherwise, the Notary Office shall have the right to treat
its contact information as un-changed.


 


Article 8  If any provision or term of this agreement is
legally struck down or found invalid, the validity of the remaining provisions
or terms shall not be affected. Such remaining provisions or terms shall remain
in full force and effect.


 


Article 9  This agreement is an integral part of the
Relevant Contract and constitutes a schedule thereto. This agreement prevails
over the dispute resolution provisions of the Relevant Contract.  In the event of any conflict between the
Relevant Contract and this agreement, this agreement shall control. Party B
shall always have the right to file the application for the issuance of the
enforcement certificate and the application for enforcement, irrespective of
whether it has brought lawsuit or arbitration proceedings under the Relevant
Contract. Party A shall not bring any lawsuit or arbitration proceedings under
the Relevant Contract to oppose or prevent Party B’s applications for the
enforcement certificate and for enforcement.


 


Article 10   This
agreement is entered into on this day of September 15, 2010 at the
domicile of Party B. This agreement shall become effective upon execution by
both parties. This agreement shall be made in three copies. Party A, Party B
and the Notary Office shall each hold one copy. All of the copies shall have
the same force and effect.


 


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Party A: Beijing Bona Film
Culture Communications Co., Ltd. (seal)


 


Legal Representative:                                  (signature of Yu Dong)


(or authorized representative)


 


 


Party B: Bank of Beijing (seal)


 


Legal Representative:                                  (signature)


(or authorized representative)


 


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