AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT The Government of the People’s Republic of China and the Government of the Republic of Benin (hereinafter referred to as the Contracting Desiring to create favorable conditions for investment by investors of one Contracting Party in the territory of the other Contracting Recognizing that the reciprocal encouragement, promotion and protection of such investment on the basis of equality and mutual benefits Convinced that the promotion and protection of these investments would succeed in stimulating transfers of capital and technology Aware that each Contracting Party is enpost_titled to stipulate the laws on the establishment and administration of the investment in its 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 accordance with the laws and regulations (a) movable and immovable property and other property right such as mortgages, pledges, liens, usufructs and similar rights; (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 and industrial property rights, in particular, copyrights, patents, trade-marks, trade-names, technical process, know-how (e) business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract Any change in the form in which assets are invested does not affect their character as investments provided that such change is in 2, The term “investor” means, (a) natural person who, in accordance with the laws of the people’s Republic of China or of the Republic of Benin, has nationality of (b) legal entity, including company, association, partnership and other organizations, incorporated or constituted under the laws and 3, The term “return” means the amounts yielded from investments, including profits, dividends, interests, capital gains, royalties, 4, The term “territory” means the territory of each Contracting Party as well as the maritime zones adjacent to the external demarcation Article 2 PROMOTION AND PROTECTION OF INVESTMENT 1, Each Contracting Party shall endeavor to promote investments made by investors of the other Contracting Party in its territory and, 2, Investments of the investors of either Contracting Party shall enjoy the full and complete protection and safety in the territory 3, Investments of investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory of 4, Without prejudice to its laws and regulations, neither Contracting party shall take any unreasonable or discriminatory measures against 5, Subject to its laws and regulations, one Contracting Party shall provide assistance and facilities for obtaining visas and working Article 3 NATIONAL TREATMENT AND MOST-FAVORED-NATION TREATMENT 1, Without prejudice to its laws and regulations, each Contracting Party shall accord to investments and activities associated with 2, Neither Contracting Party shall subject investments and activities associated with such investments by the investors of the other 3, The provisions of Paragraph 2 of this Article shall not be construed so as to oblige one Contracting Party to extend to the investors (a) any customs union, free trade zone, economic union and any international agreement resulting in such unions, or similar institutions; (b) any international agreement or arrangement relating to taxation; (c) any arrangements for facilitating small scale frontier trade in border areas. Article 4 EXPROPRIATION 1, Neither Contracting Party shall expropriate, nationalize or take other similar measures (hereinafter referred to as “expropriation”) (a) for the public interests; (b) under domestic legal procedure; (c) without discrimination; (d) against compensation. 2, The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the value of the expropriated investments immediately Article 5 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 or Article 6 TRANSFERS 1, Each Contracting Party shall, subject to its laws and regulations, guarantee to the investors of the other Contracting Party the (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 or fees in relation to intellectual and industrial property rights referred to in Paragraph 1 (d) of Article 1 ; (e) payments of technical assistance or technical service fee, management fee; (f) payments in connection with contracting projects; (g) earnings of nationals 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 4 and 5 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 4, In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of Article 7 SUBROGATION If one Contracting Party or its designated agency makes a payment to its investors under a guarantee or a contract of insurance against (a) the assignment, whether under the law or pursuant to a legal transaction in the former Contracting Party, of any rights or claims (b) that the former Contracting Party or its designated agency is enpost_titled by virtue of subrogation to exercise the rights and enforce Article 8 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, 2, If such a dispute cannot thus be settled within six (6) months subsequent to the beginning of the consultation, it shall, upon the 3, Such tribunal comprises of three arbitrators. Within three (3) months of the receipt of the written notice requesting arbitration, 4, If the arbitral tribunal has not been constituted within five (5) months from the receipt of the written notice requesting arbitration, 5, The arbitral tribunal shall determine its own procedure and shall reach its award in accordance with the provisions of this Agreement 6, The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Contracting Parties. 7, Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant Article 9 SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRCTING PARTY 1, Any dispute between an investor of one Contracting Party and the other Contracting Party in connection with an investment in the 2, If the dispute cannot be settled through consultations within six (6) months from the date it has been raised by either party to 3, In case of international arbitration, the dispute shall be submitted, at the option of the investor, to: (a) International Center for Settlement of Investment Disputes (ICSID) under the Convention on the Settlement of Disputes between States (b) An ad hoc arbitral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL); Provided that the Contracting Party involved in the dispute may require the investor concerned to go through the domestic administrative 4, Once the investor has submitted the dispute to the competent court of the State where the investment was made, to the ICSID, or to 5, The arbitral tribunal shall make arbitral award based on: (a) provisions of this Agreement; (b) laws of the State where the investment was made including its rules on the conflict of laws; (c) the principles of international law accepted by both Contracting Parties; (d) specific bilateral agreements on investment between the Contracting Parties; (e) other international treaties on investment to which both Contracting Parties are or may become parties. 6, The arbitral award shall be final and binding upon both parties to the dispute. Both Contracting Parties shall commit themselves Article 10 OTHER OBLIGATIONS 1, If the legislation of either Contracting Party or international obligations existing at present or established hereafter between 2, Each Contracting Party shall observe any commitments it may have entered into with the investors of the other Contracting Party as Article 11 APPLICATION This Agreement shall apply to investment made prior to or after its entry into force by investors of one Contracting Party in the Article 12 CONSULTATIONS 1, The representatives of the Contracting Parties could hold meetings from time to time for the purpose of: (a) reviewing the implementation of this Agreement; (b) exchanging information and investment opportunities; (c) resolving disputes arising out of investments; (d) forwarding proposals on promotion of investment; (e) studying other issues in connection with investment. 2, Where either Contracting Party requests consultation on any matter of Paragraph 1 of this Article, the other Contracting Party shall Article 13 ENTRY INTO FORCE, DURATION AND TERMINATION 1, This Agreement shall enter into force on the thirtieth (30) day following the date on which both Contracting Parties have notified 2, This Agreement shall remain in force for a period of ten (10) years and shall thereafter remain in force for the same term until 3, With respect to investments made prior to the date of termination of this Agreement, the provisions of this Agreement shall continue Article 14 AMENDMENT This Agreement may be amended by written agreement between the Contracting Parties. Any amendment shall enter into force under the IN WITNESS WHEREOF the undersigned, duly authorized thereto by respective Governments, have signed this Agreement. Done in duplicate in Beijing on February 18,2004, in the Chinese, French and English languages, all texts being equally authentic. For the Government ofFor the Government of The People’s Republic of ChinaThe Republic of Benin |
The Government of the People’s Republic of China
2004-02-18