UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Bona Film Group Limited

(Name of Issuer)

 

Ordinary Shares, par value $0.0005 per share

American Depositary Shares, evidenced by American Depositary Receipts, each two of which represent one Ordinary Share.

(Title of Class of Securities)

 

09777B107**

(CUSIP Number)

 

 

Qin Xuetang

With a copy to:

 

Fosun International Limited

Gerard S. DiFiore, Esq.

 

Room 808

Reed Smith LLP

 

ICBC Tower

599 Lexington Avenue, 22nd Floor

 

3 Garden Road, Central

New York, NY 10022

 

Hong Kong, China

USA

 

(852) 2509 3228

(212) 549-0396

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 1, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each two of which representing one ordinary share.  No CUSIP has been assigned to the ordinary shares.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 



 

CUSIP No.  09777B107

 

 

1.

Names of Reporting Persons
Fosun International Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,000,000 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,000,000 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)   Number of shares is the number of Ordinary Shares represented by 4,000,000 ADSs held by Orrick Investments Limited.

 

(2)   Relying on information provided by the Issuer in its 6-K filed on August 26, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 30, 2015.

 

2



 

CUSIP No.  09777B107

 

 

1.

Names of Reporting Persons
Fosun Financial Holdings Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3



 

CUSIP No.  09777B107

 

 

1.

Names of Reporting Persons
Fosun Industrial Holdings Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,000,000 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,000,000 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)   Number of shares is the number of Ordinary Shares represented by 4,000,000 ADSs held by Orrick Investments Limited.

 

(2)   Relying on information provided by the Issuer in its 6-K filed on August 26, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 30, 2015.

 

4



 

CUSIP No.  09777B107

 

 

1.

Names of Reporting Persons
Orrick Investments Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,000,000 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,000,000 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)   Number of shares is the number of Ordinary Shares represented by 4,000,000 ADSs held by Orrick Investments Limited.

 

(2)   Relying on information provided by the Issuer in its 6-K filed on August 26, 2015, this percentage is calculated based on 32,402,346 Ordinary Shares outstanding on June 30, 2015.

 

5



 

CUSIP No.  09777B107

 

 

1.

Names and Reporting Persons
Peak Reinsurance Company Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Hong Kong

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IC

 

6



 

CUSIP No.  09777B107

 

 

1.

Names of Reporting Persons
Fidelidade-Companhia de Seguros, S.A.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6.

Citizenship or Place of Organization
Portugal

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IC

 

7



 

CUSIP No.  09777B107

 

This Amendment No. 5 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission on July 28, 2014 (the “Original 13D”) by the Reporting Persons, as previously amended by Amendment No. 1 to the Original 13D filed on June 17, 2015 (the “Amendment No. 1”), Amendment No. 2 to the Original 13D filed on July 23, 2015 (the “Amendment No. 2”), Amendment No. 3 to the Original 13D filed on October 14, 2015 (the Amendment No. 3”) and Amendment No. 4 to the Original 13D filed on October 28, 2015 (the “Amendment No. 4”, collectively with the Original Schedule 13D, the Amendment No.1, the Amendment No.2 and the Amendment No. 3, the “Schedule 13D”), relating to the ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), each Ordinary Share represented by two American depositary shares (the “ADSs”), as evidenced by American Depositary Receipts, of Bona Film Group Limited (the “Issuer”), an exempted company organized under the laws of the Cayman Islands.

 

Unless otherwise stated herein, the Schedule 13D remains in full force and effect.  Terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 2.  Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is being filed jointly by Fosun International Limited (“Fosun”), a company organized under the laws of Hong Kong, Fosun Financial Holdings Limited, a company organized under the laws of Hong Kong (“Financial Holdings”), Fosun Industrial Holdings Limited, a company organized under the laws of Hong Kong (“Industrial Holdings”), Fidelidade-Companhia de Seguros, S.A., a company organized under the laws of Portugal (“Fidelidade”), Peak Reinsurance Company Limited, a company organized under the laws of Hong Kong (“Peak Reinsurance”) and Orrick Investments Limited, a company organized under the laws of the British Virgin Islands (“Orrick”, and together with Fosun, Financial Holdings, Industrial Holdings, Fidelidade and Peak Reinsurance, the “Reporting Persons”).

 

Fosun is principally engaged in integrated finance (insurance, investment, asset management and banking and other financial business) and industrial operations (health, happy lifestyle, steel, property development and sales and resources). Its principal business address is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.

 

Financial Holdings is principally engaged in investment holding. Its principal business address is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

 

Industrial Holdings is principally engaged in investment holding. Its principal business address is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.

 

Fidelidade is principally engaged in insurance and reinsurance both in life and non-life business. Its principal business address is Largo do Calhariz, 30, Lisbon, Portugal.

 

Peak Reinsurance is principally engaged in the reinsurance business. Its principal business address is Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong.

 

Orrick is principally engaged in investment holding. The address of the registered office of Orrick is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

The name, business address, present principal employment and citizenship of each director and executive officer of each Reporting Person, any person controlling such Reporting Person and any person ultimately in control of such Reporting Person are set forth in Exhibit 99.2 which is attached hereto and incorporated herein by reference. During the last five years, no Reporting Person, nor to each Reporting Person’s knowledge, (a) any executive officer or director of such Reporting Person; (b) any person controlling such Reporting Person; or (c) any executive officer or director of any person ultimately in control of such Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

8



 

CUSIP No.  09777B107

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On December 1, 2015, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A, each a party to the Consortium Agreement dated as of June 12, 2015 and reported in the Amendment No. 1, delivered a notice to notify the other parties to the Consortium Agreement that they will cease to participate in the Transaction effective upon their signing and delivering the notice, and the Consortium Agreement will forthwith terminate and have no effect with respect to each of them pursuant to the terms of the Consortium Agreement.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares that are beneficially owned by each Reporting Person as of December 3, 2015.

 

(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Ordinary Shares that are beneficially owned by each Reporting Person as of December 3, 2015 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c) The Reporting Persons have not effected any transactions in the Ordinary Shares or ADSs since the last filed Amendment No.4 on October 28, 2015.

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

 

(e) On October 30, 2015, Financial Holdings ceased to be the beneficiary owner of more than five percent of the Ordinary Shares.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in this Item 6.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended and restated in its entirety as follows:

 

Exhibit Number

 

Description of Exhibits

 

 

 

99.1

 

Joint Filing Agreement

 

 

 

99.2

 

List of the directors and executive officers of each Reporting Person, persons controlling any Reporting Person and the directors and executive officers of persons in control of any Reporting Person.

 

 

 

99.3

 

Information regarding transactions in ADSs and Ordinary Shares by each Reporting Person during the past 60 days prior to the filing of the Original 13D (incorporated by reference to Exhibit 99.3 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).

 

9



 

CUSIP No.  09777B107

 

99.4

 

Share Purchase Agreement by and among Mr. Dong Yu, Skillgreat Limited, Fidelidade-Companhia de Seguros, S.A. and Fosun International Limited dated July 13, 2014 (incorporated by reference to Exhibit 99.4 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).

 

 

 

99.5

 

Loan Agreement by and among Mr. Dong Yu, Skillgreat Limited and Fosun International Holdings Ltd. dated July 23, 2014 (incorporated by reference to Exhibit 99.5 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).

 

 

 

99.6

 

Equitable Share Mortgage by and between Skillgreat Limited and Fosun International Holdings Ltd. dated July 23, 2014 (incorporated by reference to Exhibit 99.6 to the Original 13D filed on July 28, 2014 with the Securities and Exchange Commission).

 

 

 

99.7

 

Consortium Agreement, dated as of June 12, 2015, by and among Dong Yu, Skillgreat Limited, Fosun International Limited and its affiliates Orrick Investments Limited, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. and Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (incorporated by reference to Exhibit 99.7 to Amendment No. 1 filed on June 17, 2015 with the Securities and Exchange Commission).

 

 

 

99.8

 

Proposal Letter to the board of directors of Bona Film Group Limited, dated June 12, 2015, from Dong Yu, Fosun International Limited, Orrick Investments Limited, Peak Reinsurance Company Limited, Fidelidade-Companhia de Seguros, S.A. and Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (incorporated by reference to Exhibit 99.8 to Amendment No. 1 filed on June 17, 2015 with the Securities and Exchange Commission).

 

 

 

99.9

 

Deed of Release, dated as of July 21, 2015, by Fosun International Holdings Ltd. in favor of Skillgreat Limited. (incorporated by reference to Exhibit 99.9 to Amendment No. 2 filed on July 23, 2015 with the Securities and Exchange Commission).

 

 

 

99.10

 

Payoff Letter, dated July 16, 2015, by and between Fosun International Holdings Ltd. and Skillgreat Limited. (incorporated by reference to Exhibit 99.10 to Amendment No. 2 filed on July 23, 2015 with the Securities and Exchange Commission).

 

 

 

99.11

 

Securities Purchase Agreement, dated as of October 12, 2015, by and among Skillgreat Limited, Dong Yu, Peak Reinsurance Company Limited and Fidelidade-Companhia de Seguros, S.A. (incorporated by reference to Exhibit 99.11 to Amendment No. 3 filed on October 14, 2015 with the Securities and Exchange Commission).

 

10



 

CUSIP No.  09777B107

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: December 3, 2015

 

 

 

 

 

FOSUN INTERNATIONAL LIMITED

 

 

 

 

 

By:

/s/ Qin Xuetang

 

 

 

Name: Qin Xuetang

 

 

 

Title: Director

 

 

 

 

 

FOSUN FINANCIAL HOLDINGS LIMITED

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

FOSUN INDUSTRIAL HOLDINGS LIMITED

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

ORRICK INVESTMENTS LIMITED

 

 

 

 

 

By:

/s/ Qin Xuetang

 

 

 

Name: Qin Xuetang

 

 

 

Title: Director

 

 

 

 

 

PEAK REINSURANCE COMPANY LIMITED

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

FIDELIDADE-COMPANHIA DE SEGUROS, S.A.

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

11




EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of December 1, 2015.

 

FOSUN INTERNATIONAL LIMITED

 

 

 

 

 

 

 

 

By:

/s/ Qin Xuetang

 

 

 

Name: Qin Xuetang

 

 

 

Title: Director

 

 

 

 

 

 

 

 

FOSUN FINANCIAL HOLDINGS LIMITED

 

 

 

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

 

 

 

FOSUN INDUSTRIAL HOLDINGS LIMITED

 

 

 

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

 

 

 

ORRICK INVESTMENTS LIMITED

 

 

 

 

 

By:

/s/ Qin Xuetang

 

 

 

Name: Qin Xuetang

 

 

 

Title: Director

 

 

 

 

 

PEAK REINSURANCE COMPANY LIMITED

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 

 

 

FIDELIDADE-COMPANHIA DE SEGUROS, S.A.

 

 

 

 

 

By:

/s/ Guo Guangchang

 

 

 

Name: Guo Guangchang

 

 

 

Title: Director

 

 

 




EXHIBIT 99.2

 

DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON,

PERSONS CONTROLLING ANY REPORTING PERSON AND EXECUTIVE OFFICERS AND DIRECTORS OF
PERSONS IN CONTROL OF ANY REPORTING PERSON

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fidelidade-Companhia de Seguros, S.A. is set forth below.

 

Fidelidade-Companhia de Seguros, S.A.

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No. 2 East Fuxing Road, Shanghai, China

 

Non-executive Director, Chairman of Fidelidade-Companhia de Seguros, S.A.

 

China

João Nuno De Oliveira Jorge Palma

 

Av. João XXI, 63, 1000-300 Lisboa, Portugal

 

Non-executive Director, Vice Chairman of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Jorge Manuel Baptista Magalhães Correia

 

Largo do Calhariz, 30, 1200-086 Lisboa, Portugal

 

Executive Director, Chief Executive Officer and Vice Chairman of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Wang Qunbin

 

No. 2 East Fuxing Road, Shanghai, China

 

Non-executive Director of Fidelidade-Companhia de Seguros, S.A.

 

China

Nuno Maria Pinto de Magalhães Fernandes Thomaz

 

Av. João XXI, 63, 1000-300 Lisboa, Portugal

 

Non-executive Director of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Michael Lee

 

Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong

 

Non-executive Director of Fidelidade-Companhia de Seguros, S.A.

 

United States of America

Jose Manuel Alvarez Quintero

 

Largo do Calhariz, 30, 1200-086 Lisboa, Portugal

 

Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

Spain

Antonio Manuel Marques De Sousa Noronha

 

Largo do Calhariz, 30, 1200-086 Lisboa, Portugal

 

Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Rogerio Miguel Antunes Campos Henriques

 

Largo do Calhariz, 30, 1200-086 Lisboa, Portugal

 

Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Wai Lam William Mak

 

Largo do Calhariz, 30, 1200-086 Lisboa, Portugal

 

Executive Director and Chief Financial Officer of Fidelidade-Companhia de Seguros, S.A.

 

Hong Kong

José Pedro Cabral Dos Santos

 

Av. João XXI, 63, 1000-300 Lisboa, Portugal

 

Non-Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

Portugal

Kang Lan

 

No. 2 East Fuxing Road, Shanghai, China

 

Non-Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

China

Wu Xiaoyong

 

No. 2 East Fuxing Road, Shanghai, China

 

Non-Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

China

Xu Lingjiang

 

Largo do Chiado 8, 1249-125 Lisboa, Portugal

 

Non-Executive Director of Fidelidade-Companhia de Seguros, S.A.

 

China

 

Fidelidade-Companhia de Seguros, S.A. is 84.986% owned by Longrun Portugal, SGPS, S.A.  Longrun Portugal, SGPS, S.A. is a company organized under the laws of Portugal with its registered address at Largo de São Carlos, 3, Lisbon, Portugal. Longrun Portugal, SGPS, S.A. is principally engaged in investment holding.

 



 

The name, business address, present principal employment and citizenship of each director and executive officer of Longrun Portugal, SGPS, S.A. is set forth below.

 

Longrun Portugal, SGPS, S.A.

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Ding Guoqi

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Longrun Portugal, SGPS, S.A.

 

China

Qin Xuetang

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Longrun Portugal, SGPS, S.A.

 

China

 

Longrun Portugal, SGPS, S.A. is a wholly-owned subsidiary of Millennium Gain Limited. Millennium Gain Limited is a company organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Millennium Gain Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Millennium Gain Limited is set forth below.

 

Millennium Gain Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Qin Xuetang

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Millennium Gain Limited

 

China

 

Millennium Gain Limited is a wholly-owned subsidiary of Fosun Financial Holdings Limited. Fosun Financial Holdings Limited is organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Fosun Financial Holdings Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Peak Reinsurance Company Limited is set forth below.

 

Peak Reinsurance Company Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Company Limited

 

China

Wang Qunbin

 

No.2 East Fuxing Road, Shanghai, China

 

Director and Chairman of Peak Reinsurance Company Limited

 

China

Duan Qiuping

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Company Limited

 

China

Michael Lee

 

Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong

 

Director and Vice Chairman of Peak Reinsurance Company Limited

 

United States of America

Franz Josef Hahn

 

Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong

 

Director and Chief Executive Officer of Peak Reinsurance Company Limited

 

Germany

Gong Zhiqi

 

N/A

 

Independent Non-Executive Director of Peak Reinsurance Company Limited

 

China

Ou-Yang Hui

 

N/A

 

Independent Non-Executive Director of Peak Reinsurance Company Limited

 

United States of America

Kang Lan

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Company Limited

 

China

Monish Kant Dutt

 

N/A

 

Director of Peak Reinsurance Company Limited

 

Republic of India

 

Peak Reinsurance Company Limited is wholly owned by Peak Reinsurance Holdings Limited. Peak Reinsurance Holdings Limited is a company organized under the laws of Bermuda with its principal business address at Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong. Peak Reinsurance Holdings Limited is principally engaged in investment holding.

 



 

The name, business address, present principal employment and citizenship of each director and executive officer of Peak Reinsurance Holdings Limited is set forth below.

 

Peak Reinsurance Holdings Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Holdings Limited

 

China

Wang Qunbin

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Holdings Limited

 

China

Duan Qiuping

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Holdings Limited

 

China

Michael Lee

 

Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong

 

Director of Peak Reinsurance Holdings Limited

 

United States of America

Franz Josef Hahn

 

Room 2107-11, ICBC Tower, 3 Garden Road, Central, Hong Kong

 

Director of Peak Reinsurance Holdings Limited

 

Germany

Gong Zhiqi

 

N/A

 

Independent Non-Executive Director of Peak Reinsurance Holdings Limited

 

China

Ou-Yang Hui

 

N/A

 

Independent Non-Executive Director of Peak Reinsurance Holdings Limited

 

United States of America

Kang Lan

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Peak Reinsurance Holdings Limited

 

China

Monish Kant Dutt

 

N/A

 

Director of Peak Reinsurance Holdings Limited

 

Republic of India

 

Peak Reinsurance Holdings Limited is 85.1% owned by Spinel Investment Limited. Spinel Investment Limited is a company organized under the laws of Hong Kong with its principal business address at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Spinel Investment Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Spinel Investment Limited is set forth below.

 

Spinel Investment Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Spinel Investment Limited

 

China

 

Spinel Investment Limited is a wholly-owned subsidiary of Fosun Financial Holdings Limited.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Financial Holdings Limited is set forth below.

 

Fosun Financial Holdings Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Fosun Financial Holdings Limited

 

China

 

Fosun Financial Holdings Limited is wholly owned by Fosun International Limited. Fosun International Limited is a company organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Its principal businesses include integrated finance (insurance, investment, asset management and banking and other financial business) and industrial operations (health, happy lifestyle, steel, property development and sales and resources).

 

The name, business address, present principal employment and citizenship of each director and executive officer of Orrick Investments Limited is set forth below.

 

Orrick Investments Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Qin Xuetang

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Orrick Investments Limited

 

China

 

Orrick Investments Limited, which was previously wholly owned by Fosun Financial Holdings Limited, became wholly owned by Fosun Industrial Holdings Limited on October 30, 2015 as a result of an internal organizational restructuring. Fosun Industrial Holdings Limited is organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Industrial Holdings Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Industrial Holdings Limited is set forth below.

 

Fosun Industrial Holdings Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No.2 East Fuxing Road, Shanghai, China

 

Director of Fosun Industrial Holdings Limited

 

China

 

Fosun Industrial Holdings Limited is wholly owned by Fosun International Limited.

 



 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Limited is set forth below.

 

Fosun International Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and Chairman of Fosun International Limited

 

China

Liang Xinjun

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director, Vice chairman and Chief Executive Officer of Fosun International Limited

 

China

Wang Qunbin

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and President of Fosun International Limited

 

China

Ding Guoqi

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and Senior Vice President of Fosun International Limited

 

China

Qin Xuetang

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and Senior Vice President of Fosun International Limited

 

China

Chen Qiyu

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and Vice President of Fosun International Limited

 

China

Xu Xiaoliang

 

No.2 East Fuxing Road, Shanghai, China

 

Executive Director and Vice President of Fosun International Limited

 

China

Zhang Shengman

 

50/F Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong

 

Independent Non-executive Director of Fosun International; Chairman of Asia Pacific of Citigroup

 

Hong Kong

Zhang Huaqiao

 

Room 809, Hong Kong Plaza, 188 Connaught Road West, Hong Kong

 

Independent Non-executive Director of Fosun International; Chairman of China Smartpay Group Holdings Limited

 

Hong Kong

David T. Zhang

 

26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong

 

Independent Non-executive Director of Fosun International; Partner of Kirkland & Ellis LLP

 

Hong Kong

Yang Chao

 

N/A

 

Independent Non-executive Director of Fosun International Limited

 

China

 

Fosun International Limited is 71.37% owned by Fosun Holdings Limited as of 3 December 2015. Fosun Holdings Limited is a company organized under the laws of Hong Kong with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. Fosun Holdings Limited is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Holdings Limited is set forth below.

 

Fosun Holdings Limited

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Fosun Holdings Limited

 

China

 

Fosun Holdings Limited is a wholly-owned subsidiary of Fosun International Holdings Ltd.. Fosun International Holdings Ltd. is a corporation organized under the laws of British Virgin Islands with its principal business address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.  Fosun International Holdings Ltd. is principally engaged in investment holding.

 

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun International Holdings Ltd. is set forth below.

 

Fosun International Holdings Ltd.

 

Name

 

Business Address

 

Present Principal Employment

 

Citizenship

Guo Guangchang

 

No. 2 East Fuxing Road, Shanghai, China

 

Director of Fosun International Holdings Ltd.

 

China

 

Fosun International Holdings Ltd. is owned 64.45% by Guo Guangchang with the remaining shares owned 24.44% by Liang Xinjun, 11.11% by Wang Qunbin. Guo Guangchang’s principal business address is No. 2 East Fuxing Road, Shanghai, China. He is a citizen of the PRC. His present principal employment includes executive director and chairman of Fosun International Limited and non-executive director of China Minsheng Banking Corp., Ltd.

 


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