Saab Automobile AB et al v. General Motors Company

Filing 1

COMPLAINT filed by Saab Automobile AB, Spyker N.V. against General Motors Company with Jury Demand. Plaintiff requests summons issued. Receipt No: 0645-3650646 - Fee: $ 350. County of 1st Plaintiff: Out of Country - County Where Action Arose: Wayne - County of 1st Defendant: Wayne. [Previously dismissed case: No] [Possible companion case(s): None] (Attachments: # 1 Civil Cover Sheet, # 2 Exhibit A, # 3 Exhibit B, # 4 Exhibit C, # 5 Exhibit D, # 6 Summons, # 7 Corporate Disclosure Statement, # 8 Corporate Disclosure Statement) (Wilkinson, Nigel) (Entered: 08/06/2012)

EXHIBIT C

CONFIDENTIAL

YM-SAAB
青年-萨博
Framework Agreement
投资要点协议
December 16th 2011
2011年12月16 日
This framework agreement (“Framework Agreement”) is entered into by and between Saab
Automobile AB (“Saab”), Swedish Automobile N.V. (“SWAN”) and Zhejiang Youngman Lotus
Automobile Co., Ltd (“YM”).
Background
A.

Saab is involved in the research and development, manufacturing, sales and distribution
of passenger cars and automobile parts as well as related automobile services under the
brand SAAB.

B.

Saab and YM have formed the Swedish Saab Automobile Development AB (the “JVB”)
with each of Saab and YM holding 50% of the issued and outstanding shares in JVB
each.

C.

Saab is the owner of all issued and outstanding shares in Saab Automobile Powertrain
AB (“Saab Powertrain”).

D.

Saab is operating a Technology Development Center (“Saab Engineering”), responsible
for the development and design of SAAB branded cars being produced by Saab at its
factory in Trollhättan, Sweden.

E.

Saab and Saab Powertrain have on 21 September 2011 entered into reorganization in
accordance with the Swedish Company Reorganisation Act (Sw: Lagen om
företagsrekonstruktion) (the “Reorganization”).

F.

Saab and YM wish to enter into a number of agreements contemplating to, inter alia,
permit Saab to grant or assign to YM and JVB a series of rights in and to its technology,
trademark and certain other assets and properties, in exchange for YM and other financial
institution’s financial support in respect of short term reorganization funding and long
term working capital, so that Saab may carry out the Reorganization and start production
at its factory in Trollhättan.
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G.

To achieve the goals set out in Item F above, Saab and YM intend to enter into a number
of agreements and carry out a number of actions as further detailed in this Framework
Agreement and as described on a high level in the picture attached hereto as Schedule G.

H.

YM has every intention to see Saab overcome the financial difficulties that it
unfortunately is facing, and to discuss with Saab on how to assist it in procuring postreorganization funding in a long run to finance Saab’s global development (including its
entry into China market and future expansion) against corresponding release of pledge
over shares and other assets in Saab group companies.

IT IS AGREED as follows:
1.

Definitions

The following capitalised words and expressions shall have the meanings ascribed to them
below:
Back-to-Back
Agreement

The Back-to-back Agreement entered into by and between Saab
and the NDO originally dated 23 February 2010, as amended and
supplemented on 26 January 2011 and amended and restated on 7
July 2011, with all schedules and exhibits attached thereto.

Closing
Agreements

The Agreements anticipated to be entered into under this
Framework Agreement, including but not limited to those set out in
Section 2 below.

Closing

The entering into the Closing Agreements and completion of the
other actions set out in this Framework Agreement.

Existing SAAB
9-3

The vehicle model introduced in 2002, identified with a GM
Program code 440.

Existing SAAB
9-4X

The vehicle model introduced in 2011 identified with a GM
Program code 168.

Existing SAAB
9-5

The vehicle model introduced in 2010 identified with a GM
Program code 650.

EIB

European Investment Bank.

General
Distribution
Agreement

The general distribution agreement between Saab, Saab
Automobile Parts AB and Beijing Zhongji Leye Automobile Sales
Co., Ltd., a subsidiary of PD, dated August 30, 2011.

2

GM

General Motors Holdings LLC or any relevant member of the
General Motors group of companies.

JVB

Swedish Saab Automobile Development AB, in which each of
Saab and YM currently holds 50% of the shares each.

JVB AoA

Articles of Association of JVB dated 22 August 2011.

JVB SHA

Shareholders’ Agreement related to JVB dated 30 June 2011 by
and between YM and Saab.

JVB Vehicles

All vehicle models developed, designed and/or engineered based on
Phoenix platform, including but not limited to: (1) Euro Car
Segment A-segment car (the 9-1 model) (meaning a car model that
is a competitor of Audi A1 and is about four meters long) and Euro
Car Segment B/C-segment car (the 9-2 model) as well as the 9-6
model and the 9-7 model (both are Euro Car Segment E or above
E-segment car) (including improvements, modifications, facelift
and next generation products and body styles), (2) the current next
generation 9-3 being developed, and the extended next generation
9-3 and/or the shortened next generation 9-3 (named 9-2) derived
from the current next generation 9-3, and (3) 9-4X, and 9-5 models
to be developed based on Phoenix platform and their respective
extended versions.

NDO

The National Debt Office of the Kingdom of Sweden.

NDRC

National Development and Reform Committee of the People's
Republic of China or its relevant local branches, as required.

PD

Pangda Automobile Trading Co., Ltd.

Saab

Saab Automobile AB.

Saab
Engineering

The Technology Development Center operated by Saab.

SAAB NG9-3

Saab next generation 9-3 which is being developed by Saab (Saab
internal program code: 540).

Saab
Powertrain

Saab Automobile Powertrain AB, a wholly owned subsidiary of
Saab.

Saab Vehicles

The following current vehicle models of Saab:
(1) Existing SAAB 9-3
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(2) Existing SAAB 9-4X
(3) Existing SAAB 9-5
SWAN

Swedish Automobile N.V., formerly known as Spyker Cars N.V.

SPV

A company to be incorporated in which YM holds part of the
shares and a third party financer will own the remaining part.

YM

Zhejiang Youngman Lotus Automobile Co., Ltd.

YM Passenger

Zhejiang Youngman Passenger Car Group Co., Ltd.

2.

Closing and Best Efforts

To achieve the goals set out in this Framework Agreement, Saab and YM intend to negotiate and
enter into, or cause to enter into, as the case may be, a number of agreements and commitments.
Saab and YM agree to use their best efforts to agree on the content of such agreements and
commitments and execute such at Closing to take place as soon as possible following the signing
of this Framework Agreement. The intention is that all parties will negotiate in good faith and
seek to execute all such agreements on or by December 19, 2011. Unless Closing has taken place
by 31 December 2011, Saab and YM may each terminate this Framework Agreement.
At the time of this Framework Agreement, Saab and YM envisage the following agreements and
commitments to be entered into on or prior to the Closing:
Share Transfer
Agreement

Regarding the transfer of the shares in Saab Powertrain from Saab to JVB.

Asset Transfer
Agreement

Regarding the transfer of the assets related to Saab Engineering from Saab
to JVB.

Convertible
Loan Agreement

Regarding the convertible loan to be advanced by SPV to Saab
Automobile AB.

JVB Technology
License
Agreement

Regarding license granted by Saab to JVB for it to use the Phoenix
automobile platform and the technologies contained in and relating to
SAAB NG 9-3 and other vehicles developed or to be developed by or on
behalf of Saab based on Phoenix platform (including but not limited to
next generation 9-2, next generation 9-4X and next generation 9-5) for the
purpose of developing the JVB Vehicles and for the purpose of
developing the Saab Vehicles for Saab under the Technology Services
Agreement.

JVB Trademark
License
Agreement

Regarding JVB’s right to use the SAAB brand to market, sell or distribute
JVB Vehicles globally.

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Amendment

Regarding the amendment to the JVB SHA and AoA by and between YM
Passenger and Saab.

Technology
Services
Agreement

Regarding JVB providing Saab with engineering and other technology
services for the modification of existing Saab Vehicles which are being
sold in the market, including Existing SAAB 9-3, Existing SAAB 9-4X,
Existing SAAB 9-5.

Distribution
Agreement

Regarding appointment of YM as distributor within the Territory of Asia
Pacific (specific countries to be agreed upon), to the extent not prohibited
by the existing distribution agreements between Saab and distributors in
such Territory.

China Joint
Venture
Agreements

Regarding manufacturing and distribution joint ventures for the Chinese
market, including:
(a) MJVC;
(b) DJVC;
(c) Side Letter regarding continuation to finalize pending issues;
(d) Certain ancillary agreements including China JV Trademark License
Agreement, Technology License Agreement, and General Distribution
Agreement.

TLA3

Technology License Agreement No. 3 regarding YM to purchase license
to all the technologies contained in and relating to Phoenix platform other
than those have been licensed to YM under the TLA1 and TLA2,
agreements similar to TLA3 and entered into prior to the entering into the
TLA3.

Saab and YM agree that the following outline shall be the basis for the agreements to be entered
into and other actions to be taken to achieve the intent of this Framework Agreement.
I. As to immediate funding
Timing

YM and Saab enter into TLA3 on December 16, 2011.

Payment

EUR 10 million payable by December 16, 2011.

TLA3

YM to purchase license to all the technologies contained in and
relating to Phoenix platform other than those have been licensed to
YM under the TLA1 and TLA2 (as described above), and grant such
license to JVB for an aggregate price of EUR 10 million payable by
December 16, 2011. .

Timing of License Immediately upon license fee is paid up.
Grant
Proceeds

Proceeds hereunder shall be used for funding of payment of salaries
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for November 2011.
II. As to the JVB
Amendment to
JVB SHA and
AoA

YM Passenger and Saab to enter into an Amendment regarding
necessary amendments to the existing Shareholders’ Agreement and
Articles of Association of the JVB to reflect the transactions set out in
this Framework Agreement. The Parties agree to enter customary right
of first refusal, tag-along and drag-along clauses into the JVB SHA.

Share Transfer to
SPV

Saab agrees to YM Passenger transferring its shares in JVB to SPV and
hereby waive its right of first refusal to such transfer it may have under
the JVB SHA or Swedish law.

Bank Account

JVB to open a bank account with Frankfurt branch of Bank of China
promptly for the purpose to receive reorganization funding in the future.

Additional
Contribution
JVB

Saab to pay its committed contribution of USD 9.9 million in cash to
to JVB at a time requested by YM.

Technology
License

Saab to grant JVB under the JVB Technology License Agreement a
technology license (term and terms to be agreed) free of charge for JVB
to complete the development of Phoenix platform and utilize the
Phoenix platform for independent and exclusive development,
manufacturing and/or contract manufacturing of JVB Vehicles. Licence
will be part of Saab’s contribution to the JVB.
To the extent Saab is permitted to do so, Saab shall permit all of its
suppliers, and such supplier shall have the right to (i) design, develop,
engineer or manufacture for or on behalf of JVB, and supply to it, such
vehicle parts and accessories as contemplated in the TLA1, TLA2 and
TLA3; (ii) continue to develop for or on behalf of JVB those vehicle
parts and accessories for which Saab has paid or assumed development
cost, and JVB shall not be under any obligation, or be required to
compensate Saab for such development cost already paid. JVB shall
have the right to directly source and purchase foregoing vehicle parts
and accessories from Saab’s suppliers.

Production, use of
sales network and
royalties

Without prejudice to any right conferred on JVB by the JVB SHA, the
JVB Vehicles shall firstly be manufactured at Saab’s factory in
Trollhättan as long as the capacity allows for it and, if so agreed
between Saab and JVB, alternatively at the manufacturing factory
operated by China JV or at a third party location. Sharing of IPR, use of
sales and distribution network and production facilities and payment of
royalty shall be in accordance with Appendix 1. The JVB shall have the
right to utilize the distribution and sales network of Saab for JV
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Vehicles. The Parties shall discuss and agree on capacity reservation,
manufacturing cost and other issues related thereto.
Undertaking

Saab undertakes to use its best efforts to procure Saab AB and Saab
Scania (counterparts to the tri-party agreement regarding the use of the
Saab brand) grant a trademark license to JVB on no less favourable
terms than those offered to Saab.

Trademark
License

Saab shall grant JVB a trademark license (term and terms to be agreed)
to the SAAB brand and trademarks free of charge for the purpose to
design, develop, engineering, market, sell or distribute the JVB
Vehicles and provide services associated with such activities, unless
and until the above independent license from Saab AB and Saab Scania
is granted. Saab shall deliver to JVB a legal opinion issued by a
reputable Swedish law firm confirming Saab has full power and right to
sublicense SAAB brand and trademarks to JVB, and such license is
legally binding and enforceable. This Trademark License will terminate
in case the above independent Trademark License is granted to JVB.
Licence will be part of Saab’s contribution to the JVB.

Right of First
Refusal

The Parties shall agree on possible rights in relation to the following (i)
YM’s possible right of first refusal to the JVB shares held by Saab in
case of a bankruptcy of Saab; and (ii) Saab’s possible option right to
purchase YM’s JVB shares in case YM does not fulfil its obligations to
fund Saab and JVB. More detailed Terms and conditions for such
option to be agreed in definitive agreements.

Distribution of
Dividends

YM shall receive 70% and Saab 30% of eventual dividends every
calendar year.

Exclusivity

Saab shall not, without YM Passenger's consent, either alone or jointly
with, through (which includes by ownership of any shares or direct or
indirect control) or on behalf of (whether as a partner, designer,
contractor, consultant, agent or otherwise) any other person design,
develop or manufacture any passenger cars and other automotive
products other than itself and through the JVB.

Funding

The Parties shall agree on the obligations to and responsibility for
funding of the operations of JVB.

Board of
Directors

The Board of Directors of JVB shall consist of 3 directors, two of which
are appointed by YM and one by Saab. Mr. Pang shall be one of YM’s
nominated directors and shall be appointed as chairman. Signatory
rights shall be decided upon by majority vote at the board.

Third Party
Consent

Saab to obtain the Reorganization Administrator’s, NDO’s and EIB’s
consent on the agreements and arrangements contemplated by this
Framework Agreement.

Merger

The Parties shall agree on the form and terms for a merger of Saab and
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JVB shall take place and on which terms once YM holds no less than
70% of the shares and voting power in Saab.
III.

As to the Sale and Purchase of Saab Engineering and Saab Powertrain

Saab
Powertrain
Acquisition

Saab to sell and JVB to acquire 100% shares held by Saab in Saab
Powertrain with full title and free from any encumbrance, and excluding
any undisclosed and/or unfairly disclosed indebtedness and liabilities
(“Powertrain Shares”).

Saab to sell and JVB to acquire following assets and properties (to be
Saab
more particularly specified in the Asset Transfer Agreement, owned by
Engineering
(TDC) Purchase Saab with full title and free from any encumbrance (“Engineering
Business Assets”):
) Properties and business assets related to the Saab Engineering;
) Business carried on by Saab Engineering;
) Intellectual property rights relating to or used in connection with the
businesses of Saab Engineering (except any IP belonging to GM); and
Other properties, assets, interest and benefit agreed between Saab and
YM.
Upon completion of the sale and purchase of Engineering Business
Assets, JVB to take the transfer of employees currently employed by the
Saab Engineering and agreed by Saab and YM. Saab shall be responsible
for settlement of all liabilities and obligations accrued until July 2012 in
connection with employment by Saab of the employees working with
Saab Engineering, including but not limited to the payment of the salary,
bonus, pension.
Purchase Price

The aggregate purchase price for the sale and purchase of Powertrain
Shares and Engineering Business Assets shall be the fair market value as
at the date of the transfer, it being acknowledged that the book value of
Powertrain Shares and Engineering Business Assets as at the date hereof
being those noted in the books of Saab.

Proceeds

Proceeds generated from the sale hereunder shall be used solely for
reorganization funding, restart of production.

Conditions

Saab to obtain the Reorganization Administrator’s, NDO’s and EIB’s
consents. YM’s due diligence on Powertrain Shares and Engineering
Business Assets is completed to its reasonable satisfaction.
For the avoidance of doubt, JVB has the discretion to elect whether or not
to sign the Share Transfer Agreement and Asset Transfer Agreement, and
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not to provide the immediate funding and Convertible Loan if third party
permissions from e.g. NDO and EIB have not been obtained or YM has
reason to believe NDO and EIB permissions cannot be obtained.
Completion

Powertrain Shares and Engineering Business Assets to be transferred to
JVB on December 22, 2011. Purchase price to be paid after PRC approval
and other relevant approval(if applicable) are obtained.

Warranty

Customary warranty with respect to Powertrain Shares and Engineering
Business Assets.

PartsCo Sale

The Parties shall agree on possible rights for YM with respect to a
purchase of the shares in Saab Automobile Parts AB.

IV.

Technology Services Agreement

Exclusive
Service
Provider

Saab shall engage JVB as its sole and exclusive engineering service
provider.

Scope and
funding

The parties shall agree on the scope and funding of the engineering
services to be provided.

IPR

Foreground IPR created under the Technology Services Agreement shall
be owned by the party who pays, for the avoidance of doubt, save as
otherwise provided in this Framework Agreement and engineering service
agreement, Saab will own the IPR of Phoenix platform which have been
developed or are being developed as at 31 December 2011, and JVB shall
own the foreground IPR of Phoenix platform resulting from the further
development by JVB of the same. Saab shall receive a licence to such
foreground IPR owned by JVB.

V. As to the China Joint Venture
JV Contracts

On the date hereof, YM and Saab shall enter into MJV joint venture
contract in the form set forth in Schedule 4 hereto (“MJVC”) and DJV
joint venture contract in the form set forth in Schedule 5 hereto
(“DJVC”), and side letter in the form set forth in Schedule 6 hereto
respectively.

Capitalization

YM 50%, Saab 50%

Dividend
Distribution

YM 70%, and Saab 30%. After the merger of JVB and Saab, 50%/50%.

Location of MJV
and DJV

To be determined by YM at its discretion.

9

YM Contribution

Cash;
Factory buildings;
Land use right;
Machinery and equipment.
Against making contribution of the above elements, YM will be entitled
to 50% of the equity interest in the MJV.

Saab
Contribution

Ownership to those current 9-3 tools;
Technology license and trademark license based on their respective
value.
Against making contribution of the above elements, Saab will be
entitled to 50% of the equity interest in the MJV.

Trademark and
Technology
License

To be inserted in JV Agreement and the China JV trademark license
contribution agreement.

Solution of PD
Issue

The parties shall agree on possible actions to be taken with respect to
Saab’s current distribution agreement with PD.

VI.

As to the Distribution within the Territory of Asia Pacific

Exclusive
Distributor

Saab agrees to appoint YM as the general distributor of Saab-branded
vehicles within the Territory of Asia Pacific (countries to be defined) to
the extent not prohibited by the existing distribution agreements between
Saab and distributors in such Territory.

Pricing

Supply terms offered by Saab to YM shall not be less favorable than the
terms enjoyed by other dealers throughout the world.

VII.

As to the Saab Funding Commitments

SPV

SPV extends to Saab a convertible loan (“Convertible Loan”) from the
SPV, which is convertible into Saab’s shares upon occurrence of any
Trigger Event (defined below).

Principal

The parties shall agree on the size and form of funding contribution by
YM to Saab and JVB and the forms thereof, including license payment
under TLA3, purchase price for Saab engineering and Powertrain Shares.

Interest Rate

10% annual rate. The parties shall agree on how and when this interest
will be paid.

Disbursement

As required to pay the debt owing to suppliers according to the
10

Schedule

composition agreement confirmed by the SPV and to fund working
capital.

Maturity

The parties to agree on maturity.

Collateral

The Convertible Loan will be secured by a secondary pledge in shares
held by SWAN in Saab. The Parties to agree on possible other security.
Swan undertakes not to sell or offer to sell, or otherwise dispose of any
shares in Saab to any person, nor to grant any encumbrance over such
shares.

Seniority

The Convertible Loan is senior and shall rank in priority to all obligations
of Saab and its subsidiaries other than NDO and GMAC floating charges.
Saab shall not enter into any agreement inconsistent with or in breach of,
this stipulation.

Use of
Proceeds:

Saab shall apply the proceeds exclusively towards capital expenditure in
connection with expansion of its manufacturing capacity, as well as for
working capital, upon prior written consent of SPV, up to EUR 60 million
can be used to redemption from GM the preference shares.

Conversion

The Convertible Loan shall become convertible at any time upon or after
the occurrence of a Triggering Event including:
“SoP” and start of sale of the vehicle versions based on Phoenix Platform
whereby Saab no longer has a need to rely upon technology licenses
granted by GM.
Upon the occurrence of a Triggering Event, SPV will be entitled to
convert the amount of the Convertible Loan into such number of common
shares representing fully diluted 70% of Saab’s issued and outstanding
shares at the conversion subject to anti-dilution adjustment.

Anti-Dilution
Protection:

Conversion of the loans shall be subject to customary anti-dilution
adjustments for stock splits, stock dividends, recapitalization and other
similar events involving Saab.
Reclassification of any issued and outstanding equity securities of Saab, or
any action that increases, decreases or alters in any way the existing issued
equity securities of Saab, or the issue, sale, pledge, disposal or creation of
equity securities of any class convertible or exchangeable into share
capital of Saab shall require YM’s prior written consent.

Board
Composition

As of Closing YM shall be entitled to nominate one member of the Board
of Directors of Saab with adequate information right and supervision
right.

Supervision
Committee

Following the Closing, Saab to establish a Supervision Committee
composed of members nominated by YM with the authority to supervise
(however, not making decisions on) the activities and matters of Saab that
the Parties shall identify and agree upon.
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In case of any deviation from or noncompliance with the requirement of
Convertible Loan agreement in respect of the above activities, Saab must
on YM demand cure such noncompliance within a time limit specified by
YM, otherwise the loan becomes repayable immediately.
VIII. Loan to Saab
Loan

SPV extends to Saab a loan (“Loan”) in an amount of EUR 50 million.

Principal

EUR 50 million

Interest Rate

10% annual rate. The parties shall agree on how and when the interest
shall be paid.

Disbursement
Schedule

As required to pay the debt owing to suppliers according to the
composition agreement confirmed by the SPV and to fund working
capital.

Maturity

The parties to agree on maturity.

Collateral

The Parties to agree on collateral.

Seniority

The Loan is senior and shall rank in priority to all obligations of Saab and
its subsidiaries other than NDO and GMAC floating charges. Saab shall
not enter into any agreement inconsistent with or in breach of, this
stipulation.

Use of
Proceeds:

Saab shall apply the proceeds exclusively towards capital expenditure in
connection with expansion of its manufacturing capacity, as well as for
working capital.

IX.

Other

Covenant
regarding
Reproduction

Saab to use best efforts to restart production at Trollhättan as soon as
possible upon receiving the purchase price for Powertrain Shares and
Engineering Business Assets and in any event, not later than April 1,
2012.

Pre-conditions

Pre-conditions to to the Closing are:
No material adverse effect compared to the current situation of Saab,
regulatory approvals, no acceleration of EIB loan, Saab stays in
reorganization.

Approvals

Saab to procure consent of EIB, NDO and Swedish Government.

Regulatory
Approvals

YM to procure MOFCOM, NDRC, SAFE and other requisite regulatory
approvals.

Exclusivity

During the term of this Framework Agreement, Saab and SWAN
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undertake not to initiate, be interested in or be involved in any discussion,
negotiation or entry into of association or cooperation with any other
parties with respect to the subject matters contemplated herein.
Confidentiality

Saab (on behalf of itself and all its shareholders and affiliates) and YM
agree that, from and after the execution of this Framework Agreement,
they shall (i) keep the Confidential Information confidential; (ii) not
disclose the Confidential Information to any other person other than with
the prior written consent of the other party; and (iii) not use the
Confidential Information for any purpose other than in connection with
the transactions contemplated by this Framework Agreement; provided,
however, that each party may disclose the Confidential Information (a) to
any director, officer or employee of, or professional adviser to, such party
and, with respect to disclosures by YM, any person that, directly or
indirectly, holds or controls any general partnership or limited partnership
interest in YM on a reasonable need-to-know basis or (b) as required by
law or any regulatory authority.
For purposes of the foregoing provision, “Confidential Information”
means all information of a confidential nature disclosed (whether in
writing, verbally or by any other means and whether directly or indirectly)
by one party to any other party whether before or after the date of this
Framework Agreement, including any information regarding the existence
and terms of this Framework Agreement or the transactions contemplated
by this Framework Agreement.

Law

This Framework Agreement shall be governed by and construed in
accordance with the substantive laws of: (1) Chinese law with respect to
China JV (as referred to in Section V of this Framework Agreement); (ii)
Hong Kong law with respect to Asia Pacific distribution (as referred to in
Section VI of this Framework Agreement); (iii) Swedish law with respect
to JVB, Convertible Loan, Sale and Purchase Agreement, Assets Purchase
Agreement; Technology Services Agreement, JVB Trademark License
Agreement, JVB Technology License Agreement; and (iv) Hong Kong
law with respect to the other parts of this Framework Agreement.

Arbitration

Any dispute, controversy or claim arising out of or in connection with this
Framework Agreement, including any dispute as to its existence,
interpretation, performance, breach, termination, interpretation or validity
or the consequence of its nullity and any dispute relating to any noncontractual obligations arising out of or in connection with it (for the
purpose of this paragraph, a Dispute), shall be referred to and finally and
exclusively settled by arbitration in accordance with the Hong Kong
International Arbitration Centre Administered Arbitration Rules (in force
when the notice of arbitration is submitted in accordance with those rules)
(the Rules) of the Hong Kong International Arbitration Centre
13

(“HKIAC”) then in force. The seat, or legal place of arbitration, shall be
Hong Kong. Arbitration shall be conducted in the English language at the
HKIAC by a single arbitrator. The appointing authority shall be the
HKIAC. The award of such arbitrator shall be in writing and shall be final
and binding upon the parties. The parties agree to waive any right of
appeal against the arbitration award.
Validity

This Framework Agreement remains valid only as long as there is no
order, decision or direction issued by a Swedish court to cease or
discontinue the reorganization (Sw. företagsrekonstruktion) of Saab on its
own accord or following an application by any person.

IN WITNESS whereof, the parties hereto have executed this Framework Agreement as of the
day and year first written above.
Saab Automobile AB

_________________________
Swedish Automobile N.V.

_________________________
Zhejiang Youngman Lotus Automobile Co., Ltd.

_________________________

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Appendix 1

Overall structure
50% / 70%

YM

BoC

JVA

50% / 30%
50% / 70%

SPV

SWAN
Convertible
loan
100% of ordinary
shares

TDC + PWT
Purchase price

JVB

SAAB
50% / 30%

Team licence
Trademark licence
Development and other
engineering services
W/2149478/2

15

Preference shares

GM

Flows – Saab Vehicles

1A

YM

1 B
50%

JVB

50%

Saab
Royalty
4

6
2

Prod
5

3

Sales
Phoenix
W/2149478/2

16

Foreground

Flows – JVB Vehicles

1A

YM
1 B
50%

JVB

50%

Saab

Royalty, sales, prod
5

4 A

Prod

4 B
3

Sales

2

Foreground

Phoenix
W/2149478/2

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