Laws of the People's Republic of China

AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE'S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF TRINIDAD AND TOBAGO ON THE RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENTS

The Government of the People's Republic of China and the Government of the Republic of Trinidad and Tobago, hereinafter referred to as the Contracting Parties;

Desiring to intensify economic cooperation between both States on the basis of equality and mutual benefits;

Recognizing that the reciprocal encouragement, promotion and protection of investments will be conducive to stimulating business initiatives of investors and the economic development of both States;

Intending to create favourable conditions for investment by investors of one Contracting Party in the territory of the other Contacting Party;

Agreeing that these objectives can be achieved without relaxing health, safety and environmental measures of general application;

Respecting the sovereignty and laws of the Contracting Party within whose jurisdiction the investment falls;

Have agreed as follows:

Article 1

Definitions

For the purpose of this Agreement:

1.

"investment" means every kind of asset invested by investors of one Contracting Party in accordance with the laws and regulations of the other Contracting Party in the territory of the latter and in particular, though not exclusively, includes:

(a)

movable and immovable property as well as any other property rights such as mortgages, liens and pledges;

(b)

shares, stock, debentures and any other form of participation in a company;

(c)

claims to money, or to any performance under contract having an economic value associated with an investment, loans only being included when they are directly related to an investment;

(d)

intellectual property rights including copyrights, patents, industrial designs, trademarks, trade names, technical processes, 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 shall not affect the character of the assets as investments, provided that such change is done in conformity with laws and regulations of the Contracting Party in which the assets are invested.

2.

"investors" means:

(a)

natural persons who have 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 which have their seats in that Contracting Party.

3.

"nationals" means those persons referred to in 2 (a) above.

4.

"returns " means the amounts yielded from an investment and in particular, though not exclusively, includes profits, interests, capital gains, dividends, royalties and fees;

5.

"territory" means:

(a)

in respect of the People's Republic of China, the territory of the People's Republic of China, (including the land area, internal waters, territorial sea and airspace above them), as well as any marine area beyond its territorial sea in which the People's Republic of China has sovereign rights or jurisdiction in accordance with the law of the People's Republic of China and international law;

(b)

in respect of the Republic of Trinidad and Tobago: the Archipelagic State of Trinidad and Tobago, comprising the several islands of the Republic of Trinidad and Tobago, its archipelagic waters, territorial sea and airspace thereof, together with the adjacent submarine areas of the Exclusive Economic Zone and the continental shelf beyond the territorial sea over which Trinidad and Tobago exercises sovereign rights or jurisdiction in accordance with the laws of Trinidad and Tobago and with international law.

Article 2

Application of Agreement

This Agreement shall apply to all investments, which are made prior to or after its entry into force by investors of either Contracting Party in accordance with the laws and regulations of the other Contracting Party in the territory of the latter, but the provisions of this Agreement shall not apply to any dispute, claim or difference which arose before its entry into force.

Article 3

Promotion and Protection of Investments

1.

Each Contracting Party shall encourage and create favourable conditions for investors of the other Contracting Party to invest in its territory and shall admit such investments in accordance with its laws and regulations.

2.

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

3.

Without prejudice to its laws and regulations, neither Contracting Party shall in any way impair by unreasonable or discriminatory measures the management, maintenance, use, enjoyment or disposal of investments in its territory by the investors of the other Contracting Party.

4.

Returns from investments and in the event of their re-investment, the returns wherefrom shall enjoy the same protection as the investments.

Article 4

National and Most-Favoured-Nation Treatment

1.

For the purposes of this Article, "activities associated with the investments" means the operation, management, maintenance, use, enjoyment or disposal of those investments by the investor.

2.

Without prejudice to its laws and regulations, each Contracting Party shall accord to investments or returns and activities associated with the investments by investors of the other Contracting Party treatment not less favorable than that accorded to the investments or returns and associated activities of its own investors.

3.

Neither Contracting Party shall subject investments or returns and activities associated with the investments by the investors of the other Contracting Party to treatment less favorable than that accorded to the investments or returns and associated activities by the investors of investors of any third State.

4.

The treatment granted under this Article shall not relate to privileges which either Contracting Party accords to investors of third States on account of its membership in, or association with, a customs or economic union, a common market or a free trade area.

5.

The treatment granted under this Article shall not relate to advantages which either Contracting Party accords to investors of third States by virtue of a double taxation agreement or other international agreement regarding matters of taxation.

Article 5

Compensation for Losses

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or other armed conflict, a state of national emergency, revolt, insurrection or riot or other similar event in the territory of the latter Contracting Party shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other settlement, no less favourable than that which the latter Contracting Party accords to its own investors or to investors of any third State. Resulting payments shall be freely transferable.

Article 6

Expropriation

1.

Neither Contracting Party shall expropriate, nationalize or take other similar measures (hereinafter referred to as "expropriation") against the investments of the investors of the other Contracting Party in its territory, except:

(a)

for the public purpose;

(b)

under domestic law;

(c)

without discrimination;

(d)

against compensation.

2.

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the market value of the expropriated investments immediately before the expropriation is taken or before the impending expropriation becomes public knowledge, whichever is the earlier. The value shall be determined in accordance with generally recognized principles of valuation. The compensation shall include interest at a normal commercial rate from the date of expropriation until the date of payment. The compensation shall be made without delay, be effectively realizable and be freely transferable.

3.

The investor affected shall have a right, under the law of the Contracting Party making the expropriation, to prompt review, by a judicial or other independent authority of that Contracting Party, of his or its case and of the valuation of his or its investment in accordance with the principles set out in this Article.

Article 7

Transfers

1.

Each Contracting Party shall, subject to its laws and regulations, grant to the investors of the other Contracting Party the unrestricted transfer of their investments and returns held in its territory, including:

(a)

profits, dividends, interest and other current income;

(b)

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

(c)

payments pursuant to loans referred to in Article 1 (c);

(d)

royalties and fees;

(e)

earnings of nationals of the other Contracting Party who are allowed to work in connection with an investment in the territory of the former Contracting Party.

(f)

capital and additional sums necessary for the maintenance and development of the investments;

(g)

compensation provided for in Article 5 .

2.

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

3.

Transfers shall be made in a freely convertible currency and at the applicable prevailing market rate of exchange in the territory of the Contracting Party accepting the investment and on the date of transfer.

Article 8

Entry, Sojourn and Employment

Within the framework of their national law the Contracting Parties shall permit the entry, sojourn and employment of nationals of one Contracting Party in connection with an investment made in the territory of the other Contracting Party and shall provide assistance in and facilitate the obtaining of visas and work permits for such nationals.

Article 9

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 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 10

Settlement of Disputes Between One Contracting Party and an Investor of the Other Contracting Party

1.

For purposes of this Agreement, an "investment dispute" is a dispute between a Contracting Party and an investor of the other Contracting Party, concerning an obligation of the former under this Agreement in relation to an investment of the latter.

2.

In the event of an investment dispute, the Parties to the investment dispute should initially seek a resolution through consultation and negotiation. If the investment dispute cannot be settled amicably within six months from the date of written notification of a claim, the investor that is a Party to an investment dispute may submit the investment dispute for resolution under one of the following alternatives:

(a)

to the courts or administrative tribunals of the Contracting Party that is a Contracting Party to the investment dispute; or

(b)

to international arbitration in accordance with paragraph 3 below, provided that the Contracting Party involved in the dispute may require the investor concerned to exhaust the domestic administrative review procedures specified by the laws and regulations of that Contracting Party before submission of the dispute to the aforementioned arbitration procedure;

3.

Where the dispute is referred to international arbitration, the investor concerned may submit the dispute either to:

(a)

the International Center for the Settlement of Investment Disputes (having regard to the provisions, where applicable, of the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington D. C on 18th March 1965; or

(b)

an ad hoc arbitral tribunal to be appointed by a special agreement or established under the Arbitration Rules of the United Nations Commission on International Trade law;

(c)

an international arbitrator to be appointed by a special agreement of the parties to the investment dispute.

4.

The tribunal referred to in Paragraph 3 (a), (b) and (c) of this Article shall adjudicate in accordance with the law of the Contracting Party to the dispute accepting the investment including its rules on the conflict of laws, the provisions of this agreement as well as the applicable principles of international law.

5.

Any arbitral award rendered pursuant to this Article shall be final and binding on the parties to the investment dispute. Each Contracting Party shall carry out without delay the provisions of any such award.

6.

In any proceeding involving an investment dispute, a Contracting Party shall not assert, as a defense, counterclaim, right of set-off or for any other reason, that indemnification or other compensation for all or part of the alleged damages has been received or will be received by the investor concerned pursuant to a commercial insurance or guarantee contract. This provision shall not apply to any payments made under Article 9 .

Article 11

Settlement of Disputes Between the Contracting Parties

1.

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, if possible, be settled through diplomatic channels.

2.

If the dispute has not been settled within a period of six months from the date on which the matter was raised by either Contracting Party, it may be submitted at the request of either Contracting Party to an Arbitral Tribunal.

3.

Such an Arbitral Tribunal shall be constituted ad hoc as follows: each Contracting Party shall appoint one member, and these two members shall agree upon a national of a third State having diplomatic relations with both Contracting Parties, as the chairman to be appointed by the two Contracting Parties. Such members shall be appointed within two months, and such chairman within four months from the date on which either Contracting Party has informed the other Contracting Party that it intends to submit the dispute to an Arbitral Tribunal.

4.

If within the periods specified in paragraph 3 above the necessary appointments have not been made, either Contracting Party shall, in the absence of any other arrangement, invite the President of the International Court of Justice to make the necessary appointments. If the President is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. If the Vice-President is a national of either Contracting Party or if he, too, is prevented from discharging the said function, the member of the Court next in seniority who is not a national of either Contracting Party or is not otherwise prevented from discharging the said functions, shall be invited to make the necessary appointments.

5.

Unless otherwise agreed, all submissions shall be made and all hearings shall be completed within six months of the date of selection of the chairman. The Arbitral Tribunal panel shall reach its decision by a majority of votes, and it shall render its decisions within two months of the date of final submissions or date of the closing of the hearing whichever is later. The Arbitral Tribunal shall reach its award in accordance with the provisions of this Agreement and the principles of international law recognized by both Contracting Parties. The Arbitral Tribunal shall, upon the request of either Contracting Party, explain reasons for its award. Such decisions shall be binding on both Contracting Parties. Each Contracting Party shall bear the cost of its own member of the Tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining costs shall be borne in equal parts by the Contracting Parties. The Tribunal may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties, and this award shall be binding on both Contracting Parties. The Tribunal shall determine its own procedure.

Article 12

Relations Between Contracting Parties

The provisions of the present Agreement shall apply irrespective of the existence of diplomatic or consular relations between the Contracting Parties.

Article 13

Application of Other Rules

1.

If the 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 rules, whether general or specific, entitling investments by investors of the other Contracting Party to treatment more favourable than is provided for by the present Agreement, such rules shall, to the extent that they are more favourable, prevail over the present Agreement.

2.

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

Article 14

Consultation

1.

The representatives of the Contracting Parties shall hold meetings from time to time for the purpose of:

(a)

reviewing the implementation of and proposals for amendment of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investments;

(e)

studying other issues in connection with investments.

2.

Where either Contracting Party requests consultation on any matter of Paragraph 1 of this Article, the other Contracting Party shall give prompt response and the consultation shall be held alternatively in Beijing and Port of Spain.

Article 15

Amendment

Any provision of this Agreement may be amended by mutual agreement between the Contracting Parties. Any such amendment shall be confirmed by an Exchange of Diplomatic Notes.

Article 16

Entry into Force, Duration and Termination

1.

Each Contracting Party shall notify the other in writing of the completion of the domestic legal procedures required in its territory for the entry into force of this Agreement. This Agreement shall enter into force on the date of the latter of the two notifications.

2.

This Agreement shall remain in force for a period of ten years. Thereafter it shall continue in force until the expiration of twelve months from the date on which either Contracting Party shall have given written notice of termination to the other Contracting Party.

3.

With respect to investments made whilst the Agreement is in force, its provisions shall continue in effect with respect to such investments for a period of ten years after the date of termination.

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

Done in duplicate at Port of Spain on the date of 22nd July, 2002 in the Chinese and English languages, both texts being equally authentic.

For the Government of the　　　　　　　　　　　For the Government of the

People's Republic of China　　　　　　　　　　　Republic of Trinidad and Tobago