As filed with the Securities and Exchange Commission on December 2, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
BONA FILM GROUP LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP
35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
(+852) 2514-7600 | Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
+44-20-7532-1000 |
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of each class
of Securities to be registered | | Amount to be registered | | Proposed
maximum aggregate price per unit (1) | | Proposed
maximum aggregate offering price (2) | | Amount of
registration fee | |
American Depositary Shares evidenced by American Depositary Receipts, each two American Depositary Share representing one ordinary share, par value $0.0005 each, of Bona Film Group Limited | | 100,000,000 American Depositary Shares | | $ | 0.05 | | $ | 5,000,000 | | $ | 356.50 | |
| | | | | | | | | | | | |
(1) For the purpose of this table only the term “unit” is defined as one American Depositary Share.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt” or “American Depositary Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement and is incorporated herein by reference.
Item - - 1. Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | | Location in Form of Receipt
Filed Herewith as Prospectus |
| | |
1. Name and address of depositary | | Face of American Depositary Receipt, Introductory paragraph |
| | |
2. Title of American Depositary Receipts and identity of deposited securities | | Face of American Depositary Receipt, top center |
| | |
Terms of Deposit: | | |
| | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | | Face of American Depositary Receipt, upper right corner |
| | |
(ii) The procedure for voting, if any, the deposited securities | | Articles 14 and 15 |
| | |
(iii) The collection and distribution of dividends | | Articles 2, 9, 13, 14 and 21 |
| | |
(iv) The transmission of notices, reports and proxy soliciting material | | Articles 12, 14, 15 and 21 |
| | |
(v) The sale or exercise of rights | | Articles 2, 6, 9, 13 and 21 |
| | |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles 3, 4, 6, 8, 9 and 16 |
| | |
(vii) Amendment, extension or termination of the deposit agreement | | Articles 19, 20 and 21 |
| | |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | Articles 12 |
| | |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | | Articles 2, 4, 6 and 22 |
| | |
(x) Limitation upon the liability of the depositary | | Articles 15, 17 and 18 |
| | |
3. Fees and Charges | | Article 9 |
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Item - - 2. Available Information
Public Reports furnished by issuer | | Article 12 |
Bona Film Group Limited is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, and at the principal executive office of the Depositary.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - - 3. Exhibits
a. Form of Deposit Agreement by and among Bona Film Group Limited (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt. — Filed herewith as Exhibit (a).
b. Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. - Not Applicable.
c. Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not Applicable.
d. Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered. - Filed herewith as Exhibit (d).
e. Certification under Rule 466. - Not Applicable.
f. Powers of attorney for certain officers and directors of the Company. - Set forth on the signature pages hereto.
Item - 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, United States of America, on December 2, 2010.
| Legal entity created by the form of Deposit Agreement for the issuance of American Depositary Receipts for Ordinary Shares, par value $0.0005 per share, of Bona Film Group Limited |
| | |
| | |
| DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY |
| | |
| By: | /s/ Chris Konopelko |
| Name: | Chris Konopelko |
| Title: | Vice-President |
| | |
| By: | /s/ James Kelly |
| Name: | James Kelly |
| Title: | Vice-President |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bona Film Group Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People’s Republic of China, on December 2, 2010.
| BONA FILM GROUP LIMITED |
| | |
| | |
| By: | /s/ Dong Yu |
| Name: | Dong Yu |
| Title: | Chief Executive Officer |
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POWER OF ATTORNEY
We, the undersigned directors and officers of Bona Film Group Limited hereby severally constitute and appoint Dong Yu and Liang Xu, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the United States Securities Act of 1933, as amended, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on December 2, 2010.
Signature | | Title |
| | |
/s/ Dong Yu | | Chairman of the Board of Directors and Chief Executive Officer |
Dong Yu | | (principal executive officer) |
| | |
/s/ Nansun Shi | | Director |
Nansun Shi | | |
| | |
/s/ David Su | | Director |
David Su | | |
| | |
/s/ Hai Yu | | Director |
Hai Yu | | |
| | |
/s/ Tim T. Gong | | Director |
Tim T. Gong | | |
| | |
/s/ Glen Sun | | Director |
Glen Sun | | |
| | |
/s/ Jeffrey Chan | | Director |
Jeffrey Chan | | |
| | |
/s/ Liang Xu | | Chief Financial Officer |
Liang Xu | | (principal financial and accounting officer) |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Bona Film Group Limited, has signed this Registration Statement in New York, New York, United States of America, on December 2, 2010.
| By: |
| |
| /s/ Erica Stovall |
| Name: Erica Stovall |
| Title: Assistant, Law Debenture Corporate Services Inc.,
New York |
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INDEX TO EXHIBITS
Exhibit | | |
Number | | Exhibit |
| | |
(a) | | Form of Deposit Agreement. |
| | |
(d) | | Opinion of White & Case LLP, counsel to the Depositary, as to legality of the securities to be registered. |
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