Exhibit 10.5.3


 


[Amended and Restated] Voting Trust and Equity Purchase
Agreement


 


This
[Amended and Restated] Equity Trust and Equity Purchase Agreement (this “Agreement”)
is executed by and among the Parties below as of [     ], in Hong Kong.


 


	
  Party A:

  	
  Bona International Film Group Limited (previously
  Tyner Group Limited)

  
	
  Address:

  	
  P.O.Box 957, Road Town, Tortola, British Virgin Islands

  
	
   

  	
   

  
	
  Party B:

  	
  Beijing Bona New World Media Technology Co., Ltd.

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Party C:

  	
  [Affiliated Consolidated Entity]

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Party D:

  	
  Yu Dong

  
	
  Nationality:

  	
  China

  
	
  ID card no.:

  	
   

  
	
  Address:

  	
  No.1, Floor 10, Building 14, East Bridge Road, Chaoyang District,
  Beijing

  
	
   

  	
   

  
	
  Party E:

  	
   

  
	
  Nationality:

  	
   

  
	
  ID card no.:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Party F:

  	
   

  
	
  Nationality:

  	
   

  
	
  ID card no.:

  	
   

  
	
  Address:

  	
   

  



 


In
this Agreement, each of Party A, Party B, Party C, Party D, Party E and Party F
shall be referred to as a “Party” respectively, and they shall be collectively
referred to as the “Parties”.


 


1

















 


Whereas:


 


1                 Party
A is a company duly incorporated and validly existing in the British Virgin
Islands;


 


2                 Party
B is a wholly foreign-owned enterprise established in Beijing, People’s
Republic of China (“China”).


 


3                 Party
C is a wholly Chinese company registered in Beijing, China.


 


4                 Party
B is a subsidiary wholly owned by Party A in China


 


5                 Party
E holds [   ]% of the equity interest in
Party C since the establishment of Party C.


 


6                 Party
F holds [   ]% of the equity interest in
Party C since [   ].


 


7                 Party
B and Party C have established the business relationship by entering into the
Exclusive Technology and Consulting Service Agreement (including any
modification thereto, referred to as the “Service
Agreement” collectively) ;


 


8                 [Party
A, Party B, Party C, Party D and Party E entered into an Amended Voting Trust
and Equity Purchase Agreement  (the
“Original Agreement”) as of [   ].


 


9                 All
the Parties agree to execute this Agreement so as to amend some article of the
Original Agreement and this Agreement shall supersede the original upon
execution hereof.]


 


Now
therefore, upon mutual discussion and negotiation, the Parties have reached the
following agreement:


 


1.                  Equity Interest Authorization


 


1.1       Option
Granted


 


Party
D, Party E and Party F hereby irrevocably authorize Party B or any person
designated by Party B to exercise the following rights during the term of this
Agreement:


 


(1)                                 to represent
Party D, Party E and Party F with full authorization to exercise all the voting
power of Party D, Party E and Party F as shareholders under the laws and the
articles of association, including but not limited to the power to sell or
transfer all or part of the equity 


 


2

















 


interest in Party C and to
serve as authorized representative to designate or appoint directors and
general manager of Party C.


 


(2)                                 to appoint and
remove the legal representative, secretary, and directors of Party C; and


 


(3)                                 to change Party
C’s authorized signatory at the bank into the person designated by Party B and
notify Party C the said change.


 


Party D, Party E and Party F
hereby irrevocably agree Party B is entitled to appoint the party other than
Party B to exercise the above rights during the term hereof.


 


1.2       Acceptance of
the Option Granted


 


Party B agrees to accept and
exercise the said rights.


 


1.3       Transfer of
Rights


 


Party D, Party E and Party F
hereby agree that Party B can transfer the said rights at Party B’s sole and
absolute discretion to any third party without the consent of Party D, Party E
or Party F, but Party B shall notify Party D, Party E and Party F within three
working days upon the transfer.


 


2.                  Equity Transfer


 


2.1       Option Granted


 


Party D,Party E and Party F
hereby irrevocably grants Party A an irrevocable and exclusive right to
purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C held by
Party D and/or Party E and/or Party F once or at multiple times at any time in
part or in whole according to the steps for exercise of equity interest
purchase option as set forth in Section 2.2 and 2.4 to the extent
permitted by Chinese laws and at the price described in Section 2.3 herein
(such right being the “Equity Interest
Purchase Option”). Except for Party A and the Designee(s), no other
person shall be entitled to the Equity Interest Purchase Option or other rights
with respect to the equity interests of Party C. Party C hereby agrees to the
grant by Party D, Party E and Party F of the Equity Interest Purchase Option to
Party A and the Designee(s) . The term “person” as used herein shall refer
to individuals, corporations, partnerships, partners, enterprises, trusts or
any other type of economic entity.


 


3

















 


2.2       Steps for
Exercise of Equity Interest Purchase Option


 


Subject to the provisions of
the laws and regulations of China, Party A and / or the designee(s) may
exercise the Equity Interest Purchase Option by issuing a written notice to
Party D, Party E and Party F (the “Equity
Interest Purchase Option Notice”), specifying: (a) Party A
and/or the desinee(s)’s decision to exercise the Equity Interest Purchase
Option; (b) the portion of equity interests to be purchased from Party D
and Party E (the “Optioned Interests”);
and (c) the date for purchasing the Optioned Interests (the “Interest Transfer Date”).


 


2.3       Equity Interest
Purchase Price


 


Unless an appraisal is
required by the laws, the purchase price of the Optioned Interests (the “Equity Interest Purchase Price”) shall
equal the net asset value of Party C at the time of exercise of the equity
interest purchase option or the lowest price as permitted by the laws.


 


2.4       Transfer of
Optioned Interests


 


For each exercise of the
Equity Interest Purchase Option by Party A and the Designee(s):


 


(1)         Party D, Party
E and Party F shall cause Party C to promptly convene a shareholders meeting,
at which a resolution shall be adopted approving Party D, Party E and Party F’s
transfer of the Optioned Interests to Party A and/or the Designee(s);


 


(2)         Party D, Party
E, Party F and Party A and/or the designee(s) shall execute the equity
interest transfer agreement set forth in the Schedule One hereto at the time of
execution hereof


 


(3)         The relevant
Parties shall execute all other necessary contracts, agreements or documents,
obtain all necessary government licenses and permits and take all necessary
actions to transfer valid ownership of the Optioned Interests to Party A and/or
the Designee(s), unencumbered by any security interests, and provide to Party A
and/or the Designee(s) the latest business license, approval certificate
and other relevant materials, of which the business license and approval
certificate shall demonstrate the change matters such as the share structure,
directors and legal representative.


 


4

















 


3.                  Covenants


 


3.1       Covenants
regarding Party C


 


Party
C hereby covenants to Party A as follows:


 


(1)                                 Without the
prior written consent of Party A or Party B, it shall not in any manner
supplement, change or amend the articles of association and bylaws of Party C,
increase or decrease its registered capital, or change its structure of
registered capital in other manners;


 


(2)                                 It shall
maintain Party C’s corporate existence in accordance with good financial and
business standards and practices by prudently and effectively operating its
business and handling its affairs and guarantee Party C’s maintenance of
certificates, license and approvals as required by its operation and such
certificates, license and approvals not being revoked at its utmost efforts;


 


(3)                                 Without the
prior written consent of Party A or Party B, it shall not at any time following
the date hereof, sell, transfer, mortgage or dispose of in any manner any
assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;


 


(4)                                 Without the
prior written consent of Party A or Party B, it shall not incur, inherit,
guarantee or suffer the existence of any debt, except for (i) debts
incurred in the ordinary course of business other than through loans; and
(ii) debts disclosed to Party A for which Party A’s written consent has
been obtained;


 


(5)                                 It shall always
operate all of Party C’s businesses during the ordinary course of business to
maintain the asset value of Party C and refrain from any action/omission that
may affect Party C’s operating status and asset value;


 


(6)                                 Without the
prior written consent of Party A or Party B, it shall not execute any major
contract, except the contracts in the ordinary course of business (for purpose
of this subsection, a contract with a value exceeding RMB 20,000,000 shall be
deemed a major contract);


 


(7)                                 Without the
prior written consent of Party A or Party B, it shall not provide any person
with any loan or credit;


 


(8)                                 It shall
provide Party A with information on Party C’s business operations and financial
condition at Party A’s request;


 


5

















 


(9)                                 It has procured
and maintained insurance in respect of Party C’s assets and business from an
insurance carrier acceptable to Party A, at an amount and type of coverage
typical for companies that operate similar businesses or own similar assets or
properties in the same region;


 


(10)                          Without the
prior written consent of Party A or Party C, it shall not merge, consolidate
with, acquire or invest in any person;


 


(11)                          It shall
immediately notify Party A of the occurrence or possible occurrence of any
litigation, arbitration or administrative proceedings relating to Party C’s
assets, business or revenue;


 


(12)                          To maintain the
ownership by it of all of its assets, it shall execute all necessary or
appropriate documents, take all necessary or appropriate actions and file all
necessary or appropriate complaints or raise necessary and appropriate defenses
against all claims;


 


(13)                          Without the
prior written consent of Party A, it shall ensure that it shall not in any
manner distribute dividends to its shareholders, provided that upon Party A’s
written request, it shall immediately distribute all distributable profits to
its shareholders; and


 


(14)                          At the request
of Party B, it shall appoint any persons designated by Party B as the director
of Party C.


 


3.2       Covenants of
Party D, Party E and Party F


 


Party
D,Party E and Party F hereby covenant as follows:


 


(1)                                 Without the
prior written consent of Party A, Party D, Party E and Party F shall not sell,
transfer, mortgage or dispose of in any other manner any legal or beneficial
interest in the equity interests in Party C held by Party D, Party E and Party
F, or allow the encumbrance thereon of any security interest;


 


(2)                                 Party D, Party
E and Party F shall cause the shareholders’ meeting appointed by them of Party
C not to approve the sale, transfer, mortgage or disposition in any other
manner of any legal or beneficial interest in the equity interests in Party C
held by Party D, Party E and 


 


6

















 


Party
F, or allow the encumbrance thereon of any security interest, without the prior
written consent of Party A;


 


(3)                                 Party D, Party
E and Party F shall cause the shareholders’ meeting appointed by them of Party
C not to approve the merger or consolidation with any person, or the
acquisition of or investment in any person, without the prior written consent
of Party A;


 


(4)                                 Party D, Party
E and Party F shall immediately notify Party A of the occurrence or possible
occurrence of any litigation, arbitration or administrative proceedings
relating to the equity interests in Party C held by Party D, Party E and Party
F;


 


(5)                                 Party D, Party
E and Party F shall cause the shareholders’ meeting appointed by them to
approve the transfer of optioned interest hereunder by resolution. Party D,
Party E and Party F shall and shall cause Party C to amend the articles of
association of Party C to reflect the transfer of shares/equity interest from
Party D, Party E and Party F to Party A and/or the Designee(s) and
complete the change registration formality of the other change matters
hereunder with the competent authorities in China. Party D, Party E and Party F
shall and shall cause the shareholder’s meeting to approve removal of the
original directors and legal representative and appoint the person designated
by Party A or the Designee(s) as the new directors and legal
representative;


 


(6)                                 To the extent
necessary to maintain the ownership of Party D, Party E and Party F in Party C,
Party D, Party E and Party F shall execute all necessary or appropriate
documents, take all necessary or appropriate actions and file all necessary or
appropriate complaints or raise necessary and appropriate defenses against all
claims;


 


(7)                                 Party D, Party
E and Party F shall appoint any Designee of Party A as the director of Party C,
at the request of Party A;


 


(8)                                 At the request
of Party A at any time, Party D, Party E and Party F shall promptly and
unconditionally transfer its equity interests in Party C to Party A’s
Designee(s) in accordance with the Equity Interest Purchase Option under
this Agreement, and Party D, Party E and Party F hereby waives its right of
first refusal (if any) to the share transfer by the other existing shareholder
of Party C (if any); and


 


7

















 


(9)                                 Party D, Party
E and Party F shall strictly abide by the provisions of this Agreement and
other contracts jointly or separately executed by and among Party C, Party D,
Party E, Party F, Party A and Party B, perform the obligations hereunder and
thereunder, and refrain from any action/omission that may affect the
effectiveness and enforceability thereof.


 


4.                  Representations and Warranties


 


Party C, Party D, Party E
and Party F hereby represent and warrant to Party A, jointly and severally, as
of the date of this Agreement and each date of transfer of the Optioned
Interests, that:


 


(1)                                 They have the
authority to execute and deliver this Agreement and any share transfer
contracts to which they are a party concerning the Optioned Interests to be
transferred thereunder (each, a “Transfer
Contract”), and to perform their obligations under this Agreement
and any Transfer Contract. This Agreement and the Transfer Contract to which
Party C, Party D, Party E and Party F are a party will constitute their legal,
valid and binding obligations and shall be enforceable against them in
accordance with the provisions thereof;


 


(2)                                 The execution
and delivery of this Agreement or any Transfer Contract and the obligations
under this Agreement or any Transfer Contract shall not: (i) cause any
violation of any applicable laws of China; (ii) be inconsistent with the
articles of association, bylaws or other organizational documents of Party C;
(iii) cause the violation of any contracts or instruments to which they
are a party or which are binding on them, or constitute any breach under any
contracts or instruments to which they are a party or which are binding on
them; (iv) cause any violation of any condition for the grant and/or
continued effectiveness of any licenses or permits issued to either of them; or
(v) cause the suspension or revocation of or imposition of additional
conditions to any licenses or permits issued to either of them;


 


(3)                                 Party C has a
good and merchantable title to the assets in Party C it holds. Party C has not
placed any security interest on such assets;


 


(4)                                 Party C does
not have any outstanding debts, except for (i) debt incurred in the
ordinary course of business; and (ii) debts disclosed to Party A for which
Party A’s written consent has been obtained; and


 


8

















 


(5)                                 There are no
pending or threatened litigation, arbitration or administrative proceedings
relating to the equity interests in Party C, or assets of Party C.


 


5.                  Effective Date


 


This Agreement shall become
effective upon the date hereof, and remain effective for a term equal to that
of the Service Agreement. (This Agreement will be renewed accordingly in case
of renewal of the Service Agreement)


 


6.                  Governing Law and Disputes Resolution


 


6.1       Governing law


 


The execution, effectiveness,
construction, performance and the resolution of disputes hereunder shall be
governed by the laws of China.


 


6.2       Methods of
Disputes Resolution


 


In the event of any dispute
with respect to the construction and performance of this Agreement, the Parties
shall first resolve the dispute through friendly negotiations. In the event the
Parties fail to reach an agreement on the dispute within 30 days after either
Party’s request to the other Parties for resolution of the dispute through
negotiations, either Party may submit the relevant dispute to the China
International Economic and Trade Arbitration Commission for arbitration, in
accordance with its then effective arbitration rules. The arbitration shall be
conducted in Beijing. The arbitration award shall be final and binding on all
Parties.


 


7.                  Taxes and Fees


 


Each Party shall pay any and
all transfer and registration tax, expenses and fees incurred thereby or levied
thereon in accordance with the laws of China in connection with the preparation
and execution of this Agreement and the Transfer Contracts, as well as the
consummation of the transactions contemplated under this Agreement and the
Transfer Contract.


 


9

















 


8.                  Notices


 


All notices and other
communications required or permitted to be given by any party pursuant to this
Agreement shall be written in Chinese and delivered personally or sent by mails
or facsimile transmission to other parties to the address below or other
addresses as designated by other parties from time to time. The date of service
shall be confirmed as follows: (a) if by hand delivery , it shall be the
date of delivery; (b) if by mails, it shall be ten days after postage date
(post mark date) of the air registered mail, or four days after delivery to the
internationally recognized courtier service organizations; (c) if by fax,
it shall be receiving time as indicated on the transmission confirmation letter
of relevant documents.


 


Party
A:     Bona International Film
Group Limited


Address:             P.O.Box 957, Road Town, Tortola,
British Virgin Islands


 


Party
B:     Beijing Bona New World Media
Technology Co., Ltd.


Address:


 


Party
C:     [Affiliated Consolidated
Entity]


Address:


 


Party
D:     Yu Dong


Address: No.1,
Floor 10, Building 14, East Bridge Road, Chaoyang District, Beijing


 


Party
E:


Address:


 


Party
F:       Jiang Zhong


Address:


 


9.                  Confidentiality


 


The
Parties acknowledge that any oral or written information exchanged among them
with respect to this Agreement is confidential information. Each Party shall
maintain the confidentiality of all such information, and without obtaining the
written consent of other Parties, it shall not disclose any relevant
information to any third parties, except in the following circumstances:
(a) such information is or will be in the public domain (provided that
this is not the result of a public disclosure by the receiving party);
(b) information disclosed as required by applicable laws or rules or
regulations of any stock exchange; or (c) information required to be
disclosed by any Party to its legal counsel or financial advisor regarding the
transaction contemplated hereunder, and such legal counsel or financial advisor
are also bound by confidentiality duties similar to the duties in this section.
Disclosure of any confidential information by the staff members or


 


10














 


agency hired by any Party
shall be deemed disclosure of such confidential information by such Party,
which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


 


10.           Further Warranties


 


The Parties agree to promptly execute documents
that are reasonably required for or are conducive to the implementation of the
provisions and purposes of this Agreement and take further actions that are
reasonably required for or are conducive to the implementation of the
provisions and purposes of this Agreement.


 


11.           Miscellaneous


 


11.1            Amendment, change and supplement


 


Any amendment, change and supplement to this
Agreement shall require the execution of a written agreement by all of the
Parties.


 


11.2            Observation of the laws and regulations


 


The Parties shall observe and ensure the respective
operation is in full compliance with all the formally published and publicly
available laws and regulations of China.


 


11.3            Completeness


 


Except for the written amendment, supplement or
change after execution hereof, this Agreement and the schedules hereto
constitute the complete agreement in respect of the object hereunder and
supersede all the oral or written negotiation, representations and contracts as
reached regarding to the object hereof.


 


11.4            Headings


 


The headings of this Agreement are for convenience
only, and shall not be used to interpret, explain or otherwise affect the
meanings of the provisions of this Agreement.


 


11.5            Language


 


This Agreement is written in Chinese language in six copies.


 


11.6            Severability


 


In the event that one or several of the provisions
of this Agreement are found to be invalid, illegal or unenforceable in any
aspect in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining


 


11

















 


provisions of this Agreement shall not be affected
or compromised in any respect. The Parties shall strive in good faith to
replace such invalid, illegal or unenforceable provisions with effective
provisions that accomplish to the greatest extent permitted by law and the
intentions of the Parties, and the economic effect of such effective provisions
shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


 


11.7            Successors


 


This Agreement shall be binding on and shall inure
to the interest of the respective successors of the Parties and the permitted
assigns of such Parties.


 


11.8            Survival


 


(1)                 Any obligations that occur or that are due as a result of this Agreement
before
the expiration or termination of this Agreement shall survive the expiration or
early termination thereof.


 


(2)                 The provisions of Section 6 and
Section 9 shall survive the
termination of this Agreement.


 


11.9            Waivers


 


Any Party may waive the terms and conditions of
this Agreement, provided that such a waiver must be provided in writing and
shall require the signatures of the Parties. No waiver by any Party in certain
circumstances with respect to a breach by other Parties shall operate as a
waiver by such a Party with respect to any similar breach in other
circumstances.


 


IN
WITNESS WHEREOF, the Parties have executed,
or caused their respective duly authorized
representatives to execute, this Agreement as of the date first above written.


 


12

















 


[This page is for signature and the remainder
is intentionally left blank]


 


	
  Party A:

  	
  Bona International Film Group
  Limited

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B:

  	
  Beijing Bona New World
  Media Technology Co., Ltd.  (Seal)

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Position:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C:

  	
  [Affiliated Consolidated
  Entity] (Seal)

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Position:

  	
  Legal Representative

  	
   

  
	
   

  	
   

  	
   

  
	
  Party D:

  	
  Yu Dong

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party E:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party F:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  



 


13

















 


Schedule One


 


Equity
Interest Transfer Agreement


 


This Equity
Interest Transfer Agreement (this “Agreement”) is executed by and among the Parties below as of [   ] in [   ].


 


	
  Party A:

  	
  Bona
  International Film Group Limited, (previously
  Tyner Group Limited)

  
	
   

  	
   

  
	
  Address:

  	
  P.O.Box
  957, Road Town, Tortola, British Virgin Islands

  
	
   

  	
   

  
	
  Party B:

  	
  Yu
  Dong

  
	
  ID
  card No.:

  	
   

  
	
  Address:

  	
  Room 1863/65,
  Floor 18, Poly Building, No. 14, Dongzhimen North Avenue, Dongcheng
  District, Beijing

  
	
   

  	
   

  
	
  Party C:

  	
  [Affiliated Consolidated
  Entity]

  
	
   

  	
   

  
	
  Address:

  	
   

  



 


In this Agreement, each of Party A, Party B and Party C shall be referred to as a
“Party” respectively, and they shall be collectively referred to as the “Parties”


 


Whereas:


 


1.                  Party A is a company duly incorporated and validly existing in the
British Virgin Islands.


 


2.                  Party C is a wholly Chinese company registered in Beijing, People’s
Republic of China (“China”). Party
B holds [   ]% of the equity interest in
Party C (the “Related Equity Interest”); and


 


3.                  Party B agrees to transfer all the equity interest held by Party B in
Party C to Party A and Party A agrees to accept the transferred equity
interest. (“Equity Transfer”).


 


Now therefore, upon mutual discussion and
negotiation, the Parties have reached the following agreement:


 


1.                  Equity Transfer


 


1.1              Party B agrees to transfer the Related Equity Interest to Party A and
Party A agrees to accept the transfer.


 


14

















 


1.2              Party A shall pay [   ] Yuan to
Party B as the consideration of the Equity Transfer according to
Article 2.


 


1.3              Party B and Party C shall cause other shareholders of Party C (except
for Party B) to agree the transfer of the equity interest under Article 1
hereunder and agree to cause other shareholders of Party C (except for Party B)
to execute the necessary documents including a shareholders’ resolution and
letter of waiver of its rights of first refusal to the Related Equity Interest
and assist with other necessary formalities of the Equity Transfer.


 


1.4              Party C agrees to take all necessary actions to assist the Equity
Transfer and take responsibility to complete all the governmental approval or
registration filing formalities within two months upon execution of this
Agreement by Party A.


 


2.                  Payment of the Price of Equity Transfer


 


2.1              Party A shall pay [   ] Yuan
within five working days upon execution hereof and pay [   ] Yuan within five working days upon
completion of all the governmental approval or registration filing formalities
in relation with the Equity Transfer.


 


2.2              Party B shall issue to Party A a proper receipt voucher within five
working days upon receipt of every payment stipulated in Article 2.1.


 


3.                  Representations and Warranties


 


3.1              Parties hereto hereby represent and warrant respectively, as follows:


 


(a)         Each party is a company legally established and existing or a person
with full civil capacity for acts and has full and complete qualification and
capacity to execute this Agreement and related documents to this Agreement as
required by the achievement of the purpose of this Agreement.


 


(b)         Each party has taken or is to take all necessary actions to
appropriately and effectively authorize execution, delivery and performance of
this Agreement and documents in relation with the transaction hereunder and the
execution, delivery and performance concerned shall not be in violation with
any laws, regulations or governmental rules or the legal rights and
interests of any third party.


 


15

















 


3.2              Party B and Party C hereby represent and warrant to Party A
respectively:


 


(a)         Party B holds [   ]% of the equity
interest to the date of this Agreement and the obtain and maintenance of the
equity interest is not in violation with any laws, regulations or government
decisions or rights or interests of any third party.


 


(b)         Party C is a limited liability company legally incorporated and validly
existing under the laws of China. Party C has full legal corporation rights to
own, dispose of and operate its assets and business and to develop its ongoing
or planning business. Party C has obtained all the permissions, certificates or
other governmental approvals in respective of all the business as set forth on
the business license.


 


(c)          Party C has not been involved with any acts materially in violation with
relevant laws and regulations or governmental rules since establishment.


 


(d)         There is not any equity interest or any rights of the third party on the
Related Equity Interest.


 


(e)          Party B and Party C has not omitted any decisions or documents or
information in relation with Party C or its business that may affect the
decision of execution hereof.


 


(f)           Prior to completion of the Equity Transfer, Party B and Party C shall
not, by actions or omissions, authorize or cause issuance or commitment of
issuance of new shares except for the shares already issued prior to execution
hereof.


 


4.                  Disputes Resolution


 


In the event of any dispute with respect to the
construction and  performance of this Agreement, the Parties shall first resolve the
dispute  through
friendly negotiations. In the event the Parties fail to reach an  agreement on the dispute within 30 days
after  either
Party’s request to the other Parties
for resolution of the dispute through negotiations, either Party may submit the
relevant dispute to the  China International Economic and Trade Arbitration Commission  for arbitration, in accordance with its then effective arbitration rules. The
arbitration shall be conducted in
Beijing.  The arbitration award shall be final and binding on all Parties.


 


16

















 


5.                  Governing Law


 


The effectiveness, construction and compulsory
enforcement hereunder shall be governed by the laws of China.


 


6.                  Amendment and Supplement


 


The Parties shall make amendments and supplements
hereto in a written agreement. The amendment agreement and supplement agreement
in relation with this Agreement with due signature of all parties shall be part
of this Agreement and has the same legal effect with this Agreement.


 


7.                  Severability


 


In the event that any provisions of this Agreement
are found to be invalid or unenforceable, the provision concerned shall be
invalid or unenforceable limited to the governing scope of relevant laws and
shall not affect the legal effect of the remaining provisions of this
Agreement.


 


8.                  Schedules


 


Any schedules hereto (if any) shall be an integral part of this Agreement and has the
same legal effect with this Agreement.


 


9.                  Miscellaneous


 


This Agreement shall be written in Chinese language
in four copies.


 


WITNESS WHEREOF, the Parties have executed, or
caused their respective duly authorized representatives to execute, this
Agreement as of the date first above written.


 


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[This page is for signature and the remainder
is intentionally left blank]


 


	
  Party A:

  	
  Bona International Film Group Limited

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B:

  	
  Yu Dong

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C:

  	
  [Affiliated Consolidated
  Entity] (Seal)

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Yu Dong

  	
   

  
	
  Position:

  	
  Legal Representative

  	
   

  



 


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