Agreement Between the Government of the People’s Republic of China and the Government of the Republic of France on the Reciprocal Promotion and Protection of Investments

The Government of the People’s Republic of China and the Republic of France (hereinafter referred to as the “Contracting Parties”),
Intending to create favorable conditions for investments of investors of one Contracting Party in the territory of the other Contracting Party;
Recognizing that the reciprocal encouragement, promotion and protection of such investments will be conductive to stimulating exchange of capital and technology of both States and will promote economic development in both States,
Have agreed as follows：

Article 1

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 of the other Contracting Party in the territory or the sea areas of the latter, in particular, though not exclusively, includes:
1. movable, immovable property and other property rights such as mortgages, pledges, usufructs liens and other similar rights;
2. shares, shares premium, capital and any other kinds of participation in companies, including minority or indirect interests in companies established in the territory of one Contracting Party;
3. legitimate claims to money or bonds, or to any other performance having an economic value associated with investments;
4. intellectual property, commercial or industrial property, in particular, though not exclusively, includes copyrights, patents, trademarks, know-how and good will;
5. commercial concessions conferred by law or in accordance with contract, including concessions to search for, cultivate, refine or exploit natural resources. The natural resources shall include natural resource in the sea areas.
2. The investment shall include the investment having made or to be probably made prior or after entrance into force of this Agreement.

Without prejudice to laws of either Contracting Party, any form change of assets invested conforming to laws and regulations of the Contracting Party in which the investment was made shall not affect their classification as investments.

1. The term “ investor ” means,
1. any natural person with nationality of either Contracting Party.
2. legal entities constituted within the territory of one Contracting Party with its headquarter in one Contracting Party or directly or indirectly controlled by legal persons or individuals of the Contracting Party.
2. The term “returns” means amounts yielded by an investment including profits, copyrights fee or interests within a specified period.

Investment returns or returns under reinvestment shall be equally protected as of the investment.

1. The term “sea areas” means the territory of the sea area and seabed over which either Contracting Party has sovereignty or excise its sovereignty and/or jurisdiction rights in accordance with international law.

Article 2: Promotion and Protection of Investments

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

Article 3: Promotion and Protection of Investments

Investments made by investors of either Contracting Party in its territory or sea areas shall be accorded with fair and equitable treatment in accordance with generalized principles of international law.
Within its domestic legal system, one Contracting Party shall provide facilities for reviewing requirements for entrance, living, working and travelling associated with investment made in its territory or sea areas.

Article 4: National Treatment and Most Favored Treatment

Without prejudice to its laws and regulations, the treatment accorded by either Contracting Party within the territory and sea areas to investors of the other Contracting Party with respect to investments and activities in connection with investment shall be not less favorable than that accorded to its own investors.
Natural person obtaining permits to work in the territory and sea area of one Contracting Party shall have the right to use main facilities associated with their professional activities.
Treatment accorded by one Contracting Party to investment or activities associated with such investment made by investor of the other Contracting Party shall be equivalent to treatment accorded to investors of the most favored nation.
The treatment shall not be applicable to the preferable treatment provided by virtue of participating or joining free trade zone, economic or taxation union, common market or any other forms of area economic organizations, or any preferable treatment provided to investors of a third State in accordance with similar international agreement, or avoiding double taxation agreement or any other taxation agreements.
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 resulting from any international agreement relating to avoidance double taxation or any other arrangement relating to taxation.
This Article shall not be construed so as to prevent either Contracting Party from adopting any measure to regulate investments and activities of foreign companies within the framework for the purpose of protecting and promoting cultural and languages diversity.

Article 5 : Expropriation and compensation

1. Investments and activities associated with investments of investors of one Contracting Party in the territory of the other Contracting Party shall be accorded with full protection and security.
2. Neither Contracting Party shall expropriate, nationalize or take similar measures against the investments made by investors of the other Contracting Party in its territory, unless for the purpose of public interests and without discrimination.

Any possible expropriation measures shall be with appropriate compensation without delay. The amount of compensation shall be equivalent to the true value of the expropriated investment determined in accordance with the normal economic conditions before expropriation. The amount of compensation and payment conditions shall be determined not later than the date of expropriation. The compensation shall be made without delay, be effectively realizable and freely transferable.
The compensation shall include interest at a normal commercial rate from the date of expropriation until the date of payment.

3. Investors of one Contracting Party whose investments suffer losses in respect of their investments in the territory or sea areas of the other Contracting Party, owing to war, revolution, a state of national emergency or insurrection, shall be accorded by the latter Contracting Party, treatment no less favorable than that accorded to investors of its own or most favored nations.

Article 6 : Transfers

1. Once investors of one Contracting Party made investment in the territory or sea areas, the other Contracting Party shall guarantee these natural persons or companies  of the other Contracting Party the free transfer of:
1. interests, dividends, profits and other incomes under common items;
2. royalties of non-material rights in Paragraph 1 (d) of Article 1;
3. payments made pursuant to a loan under common contract;
4. proceeds accruing from the total or partial settlement or alienation of an investment;
5. payments arising from expropriation or compensation for losses in accordance with Paragraph 2 and 3 of Article 5;
6. payments in connection with projects on contract;
7. earnings of nationals of the other Contracting Party who work in connection with an investment in the territory of the other Contracting Party;

Earnings of nationals of the other Contracting Party who permitted to work in connection with an investment in the territory of the other Contracting Party may be permitted to transferred to its home country at an appropriate rate;

The mentioned transfers shall conform to the procedure stipulated in laws of the Contracting Party accepting the investment, and can be rapidly realized in accordance with the applicable rate of the Contracting Party at the date of transfer.   

For the People’s Republic of China, the transfer shall be conducted in accordance with procedures stipulated in relating Chinese laws and regulations on exchange control at the date of transfer. 
Under special circumstances,

1. The provisions in Paragraph 1 of this Article shall not affect the free transfer of compensation accorded to investors in accordance with Article 4 and Article 5.
2. The transfer mentioned above shall be affected in any convertible currency at the prevailing market exchange rate of the Contracting Party accepting the investment on the date of transfer.
3. Where there is no foreign currency market, the applicable currency rate shall be the cross rate calculated in accordance with the rate stipulated by the International Monetary Fund between the currency of the Contracting Party and the SDR.

Article 7 : Subrogation

If one Contracting Party or its designated agency makes a payment to its own investors under a guarantee or a contract of insurance against non-commercial risks it has accorded in respect of an investment made in the territory of the other Contracting Party, the latter Contracting Party shall recognize:
(a) the assignment, whether under the law or pursuant to a legal procedure in the former Contracting Party, of any rights or claims by the investors to the former Contracting Party or to its designated agency, as well as,
(b) that the former Contracting Party or its designated agency is entitled by virtue of subrogation to exercise the rights and enforce the claims of that investor and assume the obligations related to the investment.

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 by consultation through diplomatic channel.
2. If a dispute cannot thus be amicably settled within six months, it shall, upon the request of either Contracting Party, be submitted to an arbitral tribunal.
3. Such tribunal comprises of three arbitrators. Within three months from the date on which either Contracting Party receives the written notice requesting for arbitration from the other Contracting Party, each Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within two months from the date of their appointment, together select a third arbitrator as Chairman who is a national of a third State which has diplomatic relations with both Contracting Parties. The Chairman shall be appointed within two months from the date of the first two arbitrators’ appointments.

1. If the arbitral tribunal has not been constituted within five months from the date of the receipt of the written notice requesting for arbitration, either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to appoint the arbitrator(s) who has or have not yet been appointed. If the President is a national of either Contracting Party or is otherwise prevented from discharging the said function, the next most senior member of the International Court of Justice who is not a national of either Contracting Party shall be invited to make the necessary appointment(s).
2. 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 principles of international law accepted by both Contracting Parties.
3. The tribunal shall reach its award by a majority of votes. Such award shall be final and binding on both Contracting Parties. The ad hoc arbitral tribunal shall, upon the request of either Contracting Party, explain the reasons of its award.
4. 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 the tribunal shall be borne in equal parts by the Contracting Parties.

Article 9 : Settlement of Investment Disputes between a Contracting Party and an Investor of the other Contracting Party

1. Any dispute between an investor of one Contracting Party and the other Contracting Party in connection with an investment in the territory of the other Contracting Party shall, as far as possible, be settled amicably through negations between the parties to the dispute.
2. If the dispute cannot be settled through negations within six months, the investor of one Contracting Party may submit to the competent court of the other Contracting Party or an international arbitration tribunal.
3. Where under submitting to international arbitration tribunal, the dispute may be submitted to:
4. the International Centre for the Settlement of Investment Disputes (ICSID) which established by the Convention on the Settlement of Investment Disputes Between States and Nationals of Other States opened for signature at Washington DC on March 18, 1965, for arbitration;
5. to an international 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 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.

1. Once the investor has submitted the dispute to the competent court of the Contracting Party in Paragraph 2 and 3 of this Article, ICSID or the ad hoc arbitral tribunal, the choice of one of these three procedures shall be final.
2. The arbitral tribunal shall reach its award in accordance with:
3. the provisions of this Agreement;
4. domestic laws including conflicts laws where the investment was made;
5. the principles of international law recognized by both Contracting Parties;
6. bilateral specific agreements between both Contracting Parties;
7. international investment treaties, where both parties are or may possible be members.  
1. The decision shall be final biding on both Contracting Parties. Both Contracting Parties shall commit themselves to the enforcement of the decision.

Article 10 : Entry into Force, Duration and Termination

1. This Agreement shall enter into force on the 30th day after the date on which both Contracting Parties have notified each other in writing that their respective internal legal procedures necessary have been fulfilled
2. This Agreement remain in force for a period of 10 years. This Agreement shall continue in force if either Contracting Party fails to give a written notice to the other Contracting Party to terminate this Agreement 12 months before the expiration of the period specified in Paragraph 1 of this Article.

With respect of investments made prior to the date when the termination of this Agreement, the provisions of this Agreement shall remain in force for a further period of 10 years from that date.
In witness whereof, the duly authorized representatives of their respective Governments have signed this Agreement.

DONE in duplicate at      on September   , 2005 in the Chinese and French languages, both texts being equally authentic.
For the Government of the People’s Republic of China

For the Government of the Republic of Guinea