chicks中德双边投资促进与保护协定及议定书

Agreement between the Federal Republic of Germany and the People's Republic

of China on the Encouragement and Reciprocal Protection of Investments

The Federal Republic of Germany and the People's Republic of China

(hereinafter referred to as the

Intending to create favourable conditions for investment by investors of one Contracting

Party in the territory of the other Contracting Party,

Recognizing that the encouragement, promotion and protection of such investment will be

conducive to stimulating business initiative of the investors and will increase prosperity in

both States,

Desiring to intensify the economic cooperation of both States,

Have agreed as follows:

Article 1 Definitions

For the purpose of this Agreement

1.

the

term

means

every

kind

of

asset

invested

directly

or

indirectly

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 interest 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

and

industrial

designs,

trade-marks, trade- names,

technical

processes,

trade and

business

secrets,

know-how

and good-will;

(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

(a) in respect of the Federal Republic of Germany:

–

Germans within the meaning of the Basic Law for the Federal Republic of Germany,

–

any juridical person as well as any commercial or other company or association with or

without legal personality having its seat in the territory of the Federal Republic of German

y,

irrespective of whether or not its activities are directed at profit;

(b) in respect of the People's Republic of China:

–

natural persons who have nationality of the People's Republic of China in accordance

with its laws,

–

economic

entities,

including

companies,

corporations,

associations,

partnerships

and

other organizations, incorporated and constituted under the laws and regulations of and

with their seats in the People's Republic of China, irrespective of whether or not for profit

and whether their liabilities are limited or not;

3.

the

term

means

the

amounts

yielded

from

investments,

including

profits,

dividends, interests, capital gains, royalties, fees and other legitimate income.

Article 2 Promotion and Protection of Investment

(1)

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.

(2) Investments of the investors of either Contracting Party shall enjoy constant protection

and security in the territory of the other Contracting Party.

(3) Neither Contracting Party shall take any arbitrary or discriminatory measures against

the management, maintenance, use, enjoyment and disposal of the investments by the

investors of the other Contracting Party.

(4)

Subject

to

its

laws

and

regulations,

either

Contracting

Party

shall

give

sympathetic

consideration to applications for obtaining visas and working permits to nationals of the

other

Contracting

Party engaging

in

activities

associated

with

investments

made

in the

territory of that Contracting Party.

Article 3 Treatment of Investment

(1) Investments of investors of each Contracting Party shall at all times be accorded fair

and equitable treatment in the territory of the other Contracting Party.

(2) Each Contracting Party shall accord to investments and activities associated with such

investments by the investors of the other Contracting Party treatment not less favourable

than that accorded to the investments and associated activities by its own investors.

(3) Neither Contracting Party shall subject investments and activities associated with such

investments by the investors of the other Contracting Party to treatment less favourable

than

that accorded

to

the

investments

and

associated

activities

by

the

investors

of

any

third State.

(4)

The

provisions

of

Paragraphs 1

to

3

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) any membership or association with any existing or future customs union, free trade

zone, economic union, common market;

(b) any double taxation agreement or other agreement regarding matters of taxation.

Article 4 Expropriation and Compensation

(1)

Investments

by

investors

of

either

Contracting

Party

shall

enjoy

full

protection

and

security in the territory of the other Contracting Party

.

(2) Investments by investors of either Contracting Party shall not directly or indirectly be

expropriated, nationalized or subjected to any other measure the effects of which would

be tantamount to expropriation or nationalization in the territory of the other Contracting

Party (hereinafter referred to as expropriation) except for the public benefit and against

compensation.

Such

compensation

shall

be

equivalent

to

the

value

of

the

investment

immediately before the expropriation is taken or the threatening expropriation has become

publicly known,

whichever is earlier. The compensation shall be paid without delay and

shall carry interest at the prevailing commercial rate until the time of payment; it shall be

effectively

realizable

and

freely

transferable.

Precautions

shall

have

been

made

in

an

appropriate

manner

at

or

prior

to

the

time

of

expropriation

for

the

determination

and

payment

of

such

compensation.

At

the request

of the

investor

the

legality

of

any

such

expropriation

and

the

amount

of

compensation

shall

be

subject

to

review

by

national

courts, notwithstanding the provisions of Article 9.

(3) Investors of either Contracting Party shall enjoy most-favoured-nation treatment in the

territory of the other Contracting Party in respect of the matters provided for in this Article.

Article 5 Compensation for Damages and Losses

Investors of either Contracting Party whose investments suffer losses in the territory of the

other Contracting Party owing to war or other armed conflict, revolution, a state of national

emergency or revolt, shall be accorded treatment by such other Contracting Party not less

favourable than that which the latter Contracting Party accords to its own investors or to

investors of any third State as regards restitution, indemnification, compensation or other

valuable consideration.

Article 6 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:

(a) the principal and additional amounts to maintain or increase the investment;

(b) returns;

(c)

proceeds

obtained

from

the

total

or

partial

sale

or

liquidation

of

investments

or

amounts obtained from the reduction of investment capital;

(d) payments pursuant to a loan agreement in connection with investments;

(e) payments in connection with contracting projects;

(f)

earnings

of

nationals

of

the

other

Contracting

Party

who

work

in

connection

with

an

investment in its territory

.

(2) Each Contracting Party shall guarantee to the investors of the other Contracting Party

the free transfer of compensation and other payments under Article 4 and 5.

(3)

The

transfer

mentioned

above

shall

be

made

without

delay

in

a

freely

convertible

currency and at the prevailing market rate of exchange applicable within the Contracting

Party accepting the investments and on the date of transfer. In the event that the market

rate of exchange does not exist, the rate of exchange shall correspond to the cross rate

obtained from those rates which would be applied by the International Mone

tary Fund on

the

date

of

payment

for

conversions

of

the

currencies

concerned

into

Special

Drawing

Rights.

Article 7 Subrogation

If one Contracting Party or its designated agency makes a payment to its investor under a

guarantee 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 same extent as

the investor. As regards the transfer of payments made by virtue of such assigned claims,

Article 6 shall apply mutatis mutandis.

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, 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

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 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