AGREEMENT ON ENCOURAGEMENT AND RECIPROCAL PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE KINGDOM OF THE NETHERLANDS

AGREEMENT ON ENCOURAGEMENT AND RECIPROCAL PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE
GOVERNMENT OF THE KINGDOM OF THE NETHERLANDS

The Government of the People’s Republic of China and the Government of the Kingdom of the Netherlands (hereinafter referred to as
the “Contracting Parties”),

Desiring to strengthen their traditional ties of friendship and to extend and intensify the economic relations between them, particularly
with respect to investments by the investors of one Contracting Party in the territory of the other Contracting Party,

Recognising that agreement upon the treatment to be accorded to such investments will stimulate the flow of capital and technology
and the economic development of the Contracting Parties and that fair and equitable treatment of investment is desirable,

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement,

1.

The term “investment” means every kind of asset invested by investors of one Contracting Party in the territory of the other Contracting
Party, and in particular, though not exclusively, includes:

(a)

movable and immovable property and other property rights such as mortgages and pledges;

(b)

shares, debentures, stock and any other kind of participation in companies;

(c)

claims to money or to any other performance having an economic value associated with an investment;

(d)

intellectual property rights, in particular copyrights, patents, trade-marks, trade-names, technological process, know-how and goodwill;

(e)

business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract
or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments.

2.

The term “investor” means,

(a)

natural persons who have the nationality of either Contracting Party in accordance with the laws of that Contracting Party;

(b)

economic entities, including companies, corporations, associations, partnerships and other organizations, incorporated and constituted
under the laws and regulations of either Contracting Party and have their seats in that Contracting Party, irrespective of whether
or not for profit and whether their liabilities are limited or not.

3.

The term “returns” means the amounts yielded from investments, including profits, dividends, interests, capital gains, royalties and
other legitimate income.

4.

For the purposes of this Agreement, the term “territory” means respectively:

– for the People’s Republic of China, the territory of the People’s Republic of China (including the territorial sea and air space
above it)as well as any area beyond its territorial sea within which the People’s Republic of China has sovereign rights of exploration
for and exploitation of resources of the seabed and its sub-soil and superjacent water resources in accordance with Chinese law and
international law;

– for the Kingdom of the Netherlands, the territory of the Kingdom of the Netherlands and any area adjacent to the territorial sea
which, under the laws applicable in the Kingdom of the Netherlands, and in accordance with international law, is the exclusive economic
zone or continental shelf of the Kingdom of the Netherlands, in which the Kingdom of the Netherlands exercises jurisdiction or sovereign
rights.

Article 2

PROMOTION AND ADMISSION OF INVESTMENTS

Each Contracting Party shall encourage investors of the other Contracting Party to make investments in its territory and admit such
investments in accordance with its laws and regulations.

Article 3

TREATMENT OF INVESTMENT

1.

Investments of investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory of
the other Contracting Party. Investments of the investors of either Contracting Party shall enjoy the constant protection and security
in the territory of the other Contracting Party.

2.

Neither Contracting Party shall take any unreasonable or discriminatory measures against the management, maintenance, use, enjoyment
and disposal of the investments by the investors of the other Contracting Party.

3.

Each Contracting Party shall accord to investments and activities associated with such investments by the investors of the other Contracting
Party treatment no less favourable than that accorded to investments and activities by its own investors or investors of any third
State.

4.

Each Contracting Party shall observe any commitments it may have entered into with the investors of the other Contracting Party with
regard to their investments.

5.

If the provisions of law of either Contracting Party or obligations under international law existing at present or established hereafter
between the Contracting Parties in addition to the present Agreement contain a regulation, whether general or specific, entitling
investments by investors of the other Contracting Party to a treatment more favourable than is provided for the present Agreement,
such regulation shall, to the extent that it is more favourable, prevail over the present Agreement.

6.

The provisions of paragraphs 1 to 5 of this Article shall not be construed so as to oblige one Contracting Party to extend to the
investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of:

(a)

agreements establishing customs unions, economic unions, monetary unions or similar institutions, or on the basis of interim agreements
leading to such unions or institutions:

(b)

any international agreement or international arrangement relating wholly or mainly to taxation;

(c)

any international agreement or arrangement for facilitating small scale investments in border areas.

Article 4

ENTRY AND SOJOURN OF PERSONNEL

Each Contracting Party shall, with in the framework of its legislation, give sympathetic consideration to application for visas and
working permits to investors of the other Contracting Party engaging in activities associated with investments made in the territory
of that Contracting Party.

Article 5

EXPROPRIATION

1.

Neither Contracting Party shall expropriate, nationalise or take other similar measures (hereinafter referred to as “expropriation”)
against the investments of the investors of the other Contracting Party in its territory, unless the following conditions are met:

a)the expropriation is done in the public interest and under domestic legal procedures;

b)the expropriation is not discriminatory or contrary to any undertaking which the Contracting Party, which takes such measures, may
have given;

c)the expropriation is done against compensation.

2.

The compensation referred to in paragraph 1 c) shall be equivalent to the fair market value of the expropriated investment immediately
before the expropriation measures were taken. The fair market value shall not reflect any change in value because the expropriation
had become publicly known earlier. It shall include interest at the prevailing commercial rate from the date the expropriation was
done until the date of payment and shall, in order to be effective for the affected investors, be paid and made transferable, without
delay to the country designated by the investor concerned and in the currency of the country of the affected investor, or in any
freely convertible currency accepted by the affected investor.

Article 6

COMPENSATION FOR DAMAGES AND LOSSES

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war, a
state of national emergency, insurrection, riot or other similar events in the territory of the latter Contracting Party, shall be
accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation and other settlements no
less favourable than that accorded to the investors of its own or any third State, whichever is more favourable to the investor concerned.

Article 7

REPATRIATION OF INVESTMENTS AND RETURNS

1.

Each Contracting Party shall, guarantee to the investors of the other Contracting Party the transfer of their investments and returns
held in its territory, including though not exclusively:

(a)

profits, dividends, interests and other legitimate income;

(b)

proceeds obtained from the total or partial sale or liquidation of investments;

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties in relation to the matters in paragraph 1 (d) of Article1;

(e)

payments of technical assistance or technical service fee, management fee;

(f)

payments in connection with contracting projects;

(g)

earnings of investors of the other Contracting Party who work in connection with an investment in its territory.

2.

Nothing in paragraph 1 of this Article shall affect the free transfer of compensation paid under Article 5 and 6 of this Agreement.

3.

The transfer mentioned above shall be made in a freely convertible currency and at the prevailing market rate of exchange applicable
within the Contracting Party accepting the investments on the date of transfer.

Article 8

SUBROGATION

If one Contracting Party or its designated agency makes a payment to its investor under an indemnity given in respect of an investment
made in the territory of the other Contracting Party, the latter Contracting Party shall recognize the assignment of all the rights
and claims of the indemnified investor to the former Contracting Party or its designated agency, by law or by legal transactions,
and the right of the former Contracting Party or its designated agency to exercise by virtue of subrogation any such right to the
same extent as the investor.

Article 9

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

1.

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible,
be settled with consultation through diplomatic channel.

2.

If a dispute cannot thus be settled within six months, it shall, upon the request of either Contracting Party, be submitted to an
ad hoc arbitral tribunal.

3.

Such tribunal comprises of three arbitrators. Within two months of the receipt of the written notice requesting arbitration, each
Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within a further two months, together select a national
of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral tribunal.

4.

If the arbitral tribunal has not been constituted within four months from the receipt of the written notice requesting arbitration,
either Contracting party may, in the absence of any other agreement, invite the President of the International Court of Justice to
make any necessary appointments. If the President is a national of either Contracting Party or is otherwise prevented from discharging
the said functions, the Member of the International Court of Justice next in seniority who is not a national of either Contracting
Party, or is not prevented from discharging the said functions, shall be invited to make such necessary appointments.

5.

The arbitral tribunal shall determine its own procedure. The arbitral tribunal shall reach its award in accordance with the provisions
of this Agreement and the applicable principles of international law.

6.

The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Contracting Parties.
The arbitral tribunal shall, upon the request of either Contracting Party, explain the reasons of its award.

7.

Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman and tribunal shall be borne in equal parts by the Contracting Parties.

Article 10

SETTLEMENT OF DISPUTES BETWEEN AN INVESTOR AND A CONTRACTING PARTY

1.

Disputes which might arise between one of the Contracting Parties and an investor of the other Contracting Party concerning an investment
of that investor in the territory of the former Contracting Party shall, whenever possible, be settled amicably between the Parties
concerned.

2.

An investor may decide to submit a dispute to a competent domestic court. In case a legal dispute concerning an investment in the
territory of the People’s Republic of China has been submitted to a competent domestic court, this dispute may be submitted to international
dispute settlement, on the condition that the investor concerned has withdrawn its case from the domestic court. If a dispute concerns
an investment in the territory of the Kingdom of the Netherlands an investor may choose to submit a dispute to international dispute
settlement at any time.

3.

If the dispute has not been settled amicably within a period of six months, from the date either party to the dispute requested amicable
settlement, each Contracting Party gives its unconditional consent to submit the dispute at the request of the investor concerned
to:

(a)

the International Center for Settlement of Investment Disputes, for settlement by arbitration or conciliation under the Convention
on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington on 18 March
1963;or

(b)

an ad hoc arbitral tribunal, unless otherwise agreed upon by the parties to the dispute, to be established under the Arbitration Rules
of the United Nations Commission on International Trade Law (UNCITRAL)

4.

The ad hoc tribunal shall decide a dispute in accordance with such rules of law as may be agreed by the parties. In absence of such
agreement the tribunal shall apply the law of the Contracting Party to the dispute (including its rules on the conflict of laws),
the provisions of this Agreement and such rules of international law as may be applicable.

5.

The arbitral awards shall be final and binding on both parties to the dispute.

Article 11

CONSULTATIONS

Either Contracting Party may propose to the other Party that consultations be held on any matter concerning interpretation, application
and implementation of the Agreement. The other Party shall accord sympathetic consideration to the proposal and shall afford adequate
opportunity for such consultations.

Article 12

APPLICATION

This present Agreement shall also apply to investments which have been made prior to its entry into force by investors of the one
Contracting Party in the territory of the other Contracting Party in accordance with the laws and regulations of the Contracting
Party concerned, which were in force at the time the investment was made. The provisions of the present Agreement shall apply irrespective
of the existence of diplomatic or consular relations between the Contracting Parties.

Article 13

TRANSITION

1.

This Agreement substitutes and replaces the Agreement on reciprocal encouragement and protection of investments between the Government
of the People’s Republic of China and the Government of the Kingdom of the Netherlands, signed June 17th, 1985 in Hague.

2.

The present Agreement shall apply to all investments made by investors of either Contracting Party in the territory of the other Contracting
Party, whether made before or after the entry into force of this Agreement, but shall not apply to any dispute or any claim concerning
an investment which was already under judicial or arbitral process before its entry into force. Such disputes and claims shall continue
to be settled according to the provisions of the Agreement of 1985 mentioned in paragraph 1 of this Article.

Article 14

APPLICATION AND TERMINATION OF THE AGREEMENT CONCERNING THE KINGDOM OF THE NETHERLANDS

As regards the Kingdom of the Netherlands, the present Agreement shall apply to the part of the Kingdom of the Netherlands in Europe
and shall also apply to the Netherlands Antilles and to Aruba, unless the notification provided for in Article 15 , paragraph (1)
states otherwise.

Subject to the provisions of Article 15 , the Kingdom of the Netherlands shall be enpost_titled to terminate the application of the present
Agreement separately in respect of the Kingdom of the Netherlands in Europe, of the Netherlands Antilles and of Aruba.

Article 15

ENTRY INTO FORCE, DURATION AND TERMINATION

1.

This Agreement shall enter into force on the first day of the following month after the date on which both Contracting Parties have
notified each other in writing that their respective internal legal procedures necessary therefore have been fulfilled and remain
in force for a period of fifteen years.

2.

Unless notice of termination has been given by either Contracting Party at least six months before the date of the expiry of its validity,
the present Agreement shall be extended tacitly for periods of five years.

3.

With respect to investments made prior to the date of termination of this Agreement, the preceding provisions of Article 1 to 14
shall continue to be effective for a further period of fifteen years from such date of termination.

In Witness Whereof the undersigned, duly authorized thereto by their respective Governments, have signed this Agreement.

Done in two originals at BEIJING on 26 NOVEMBER 2001,in Chinese, Netherlands and English languages, all texts being equally authoritative.
In case of difference of interpretation the English text will prevail.

FOR THE￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿_￿FOR THE

GOVERNMENT OF￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ GOVERNMENT OF

THE PEOPLE’S REPUBLIC OF￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ THE KINGDOM OF

CHINA￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿THE NETHERLANDS

Protocol to the Agreement on encouragement and reciprocal protection of investments between the People’s Republic of China and the
Kingdom of the Netherlands

On the signing of the Agreement on encouragement and reciprocal protection of investments between the People’s Republic of China and
the Kingdom of the Netherlands, the undersigned representatives have agreed on the following provisions which constitute an integral
part of the Agreement:

Ad Article 1

The term “investments” mentioned in Article 1 (1) includes investments of legal persons of third State which are owned or controlled
by investors of one Contracting Party in accordance with the laws and regulations of the latter. The relevant provisions of this
Agreement shall apply to such investments only when such third State has no right or abandons the right to claim compensation after
the investments have been expropriated by the other Contracting Party.

The Agreement shall also apply to reinvestments made by investors of one Contracting Party in the territory of the other Contracting
Party and in accordance with the laws and regulations of that Party.

Ad Article 3 , paragraphs 2 and 3

In respect of the People’s Republic of China, paragraphs 2 and 3 of Article 3 do not apply to:

(a)

any existing non-conforming measures maintained within its territory;

(b)

the continuation of any non-conforming measure referred to in subparagraph a);

(c)

an amendment to any non-conforming measure referred to in subparagraph a) to the extent that the amendment does not increase the non-conformity
of the measure, as it existed immediately before the amendment, with those obligations.

It will be endeavored to progressively remove the non-conforming measures.

Ad Article 7

1.

With regard to the People’s Republic of China, the transfer referred to in Article 7 of this Agreement shall comply with relevant
formalities stipulated by the present Chinese laws and regulations relating to exchange control.

2.

In this respect the People’s Republic of China shall accord to the investors of the Kingdom of the Netherlands treatment not less
favourable than that accorded to the investors of any third State.

3.

These formalities shall not be used as a means of avoiding the Contracting Party’s commitments or obligations under this Agreement.

4.

The provisions of Article 7 of this Agreement shall not affect the rights and obligations with respect to exchange restrictions that
either Contracting Party has or may have as a member to the International Monetary Fund.

Ad Article 10

The Kingdom of the Netherlands takes note of the statement that the People’s Republic of China requires that the investor concerned
exhausts the domestic administrative review procedure specified by the laws and regulations of the People’s Republic of China, before
submission of the dispute to international arbitration under Article 10 , paragraph 3. The People’s Republic of China declares that
such a procedure will take a maximum period of three months.

FOR THE￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿FOR THE

GOVERNMENT OF￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿GOVERNMENT OF

THE PEOPLE’S REPUBLIC OF￿￿￿￿￿￿ ￿￿ ￿￿￿￿￿￿￿￿￿￿￿￿THE KINGDOM OF

CHINA￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿THE NETHERLANDS