The original official languages of this BIT were: Chinese and French.  The Tsinghua Rule of Law Project has produced this unofficial English language version from the original Chinese text.  While the English language version is for the benefit of the website readers, users should rely on official language versions when advising clients or undertaking some legal process.  

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

Intending to create favorable conditions for investments of investors of one State in the territory of the other Contracting Party;

Recognizing that the reciprocal encouragement, promotion and protection of such investments will be conductive to stimulating business initiative of the investors and will increase prosperity in both States;

Believing encouragement and protection accorded to investments will promote the capital and technology transfer between the Contracting Parties;

Identifying either Contracting Party has the right to adopt laws on admission and establishment of investments made in its territory,

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 of the other Contracting Party in the territory of the latter, including , in particular, though not exclusively, includes

(a) Movable, immovable property and other property rights such as mortgages and shares;

(b) Shares, stock and any other kinds of participation in companies;

(c) claims to money or to any other performance having an economic value;

(d) copyrights, industrial property, know-how and technological processes;

(e) concessions conferred by law, including concessions to search for or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments provided that such change is made in accordance with the laws and regulations of the Contracting Party in whose territory the investment has been made.

2. The term “ investor ” means,

(1) any natural person with nationality of either the People’s Republic of China or Republic of Guinea in accordance with laws of either the People’s Republic of China or Republic of Guinea who invests in the territory of the other Contracting Party.

(2) legal entities, include companies, associations, partnerships or organizations, incorporated or constituted under the laws and regulations of the People’s Republic of China or Republic of Guinea in the territory of the People’s Republic of China or Republic of Guinea .

3. The term “returns” means amounts yielded by an investment and in particular, though not exclusively, includes profits, interests or royalties or other legitimate incomes.

4. The term “territory” means the territory of either Contracting Party; sea areas adjacent to territorial sea over which either Contracting Party has sovereignty and/or jurisdiction rights in accordance with international law.

Article 2

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. Subject to its laws and regulations, one Contracting Party shall provide assistance in and facilities for obtaining visas and working permit to nationals of the other Contracting Party engaging in activities associated with investments made in the territory of that Contracting Party.

Article 3 National Treatment and Most Favored Treatment

1. Without prejudice to its laws and regulations, the treatment and protection accorded by either Contracting Party within the territory to investors of the other Contracting Party with respect to investments and activities in connection with investment shall be no less favorable than that accorded to its own investors.

2. The treatment and protection accorded by either Contracting Party within the territory to investors of the other Contracting Party with respect to investments and activities in connection with investment shall be no less favorable than that accorded to any third State.

3. The provisions of Paragraph 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 resulting from:

(a) customs union, free trade area and economic union;
(b) any international agreement or arrangement relating wholly or mainly to taxation; or
(c) any arrangement for facilitating small scale frontier trade in border areas.

Article 4 Expropriation

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

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 investment immediately before the expropriation is taken or the impending expropriation becomes public knowledge. 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 freely transferable.

 

Article 5 Compensation for Damages and Losses

Investors of one Contracting Party who suffer losses in respect of their investment in the territory of the other Contracting Party owing to war, a state of national emergency, insurrection, revolution, riot or other similar events, shall be accorded by the latter Contracting Party, if it takes relevant measures such as restitution, indemnification, compensation or other valuable consideration, treatment no less favorable than that accorded to investors of its own or a third State, whichever is more favorable to the investor concerned.

Article 6 Transfers

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

a) profits, dividends, interests and other legitimate income;
b)proceeds, including capital gains, accruing from the total or partial sale, alienation or liquidation of an investment;
c) payments made pursuant to a loan agreement in connection with investment;
d) royalties of intellectual property and industrial rights in Paragraph 1 (d) of Article 1;
e) payments of technical assistance or technical service fees and management fees;
f) payments in connection with projects on contract;
g) earnings of nationals of the other Contracting Party who work in connection with an investment in the territory of the other Contracting Party;

2. The provisions in Paragraph 1 of this Article shall not effect the free transfer of compensation accorded to investors in accordance with Article 4 and Article 5.

3. The transfer mentioned above shall be effected in any convertible currency at the prevailing market exchange rate of the Contracting Party accepting the investment on the date of transfer.

4. Where there is no foreign currency market, the applicable currency rate shall be the cross rate caculated in accordance with the rate stipulated by the International Monetary Fund between the currency of the Comtracting 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 transaction 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 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 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 who is a national of a third State which has diplomatic relations with both Contracting Parties. The third arbitrator shall be appointed by the two Contracting Parties as Chairman of the arbitral tribunal.

4. 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).

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 principles of international law accepted by both Contracting Parties.

6. 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.

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 the tribunal shall be bone 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 international arbitration tribunal.
3. Where under submitting to international arbitration tribunal, the dispute may be submitted to:
   1. 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;
   2. 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.

4. 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.
5. The arbitral tribunal shall reach its award in accordance with:
   1. the provisions of this Agreement;
   2. domestic laws including conflicts laws where the investment was made;
   3. the principles of international law recognized by both Contracting Parties;
   4. bilateral specific agreements between both Contracting Parties;
   5. international investment treaties, where both parties are or may possible be members.  

6.  The decision shall be final biding on both Contracting Parties. Both Contracting Parties shall commit themselves to the enforcement of the decision.

Article 10 Other Obligations

1. If the treatment to be accorded by one Contracting Party in accordance with its laws and regulations to investments or activities associated with such investments of investors of the other Contracting Party is more favorable than the treatment provided for in this Agreement, the favorable treatment shall not be effected by this Agreement.

2. Either Contracting Party shall be scrupulously abided by commitments concerning investments made to investors of the other Contracting Party.

Article 11 Application

1. The application of this Agreement shall not be affected whether both Contracting Parties has diplomatic or consul relation or not.
2. This Agreement shall apply to investments made in the territory of either Contracting Party in accordance with its legislation or rules or regulations by investors of the other Contracting Party prior to as well as after the entry into force of this Agreement. The Agreement shall not apply to disputes arising before the entry into force of this Agreement.

Article 12 Consultation

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

(a)     reviewing the implementation of this Agreement;

(b)     exchanging legal information and investment opportunities;

(c)     resolving disputes arising out of investments;

(d)     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 give prompt response and the consultation be held alternatively in Beijing and Knackery.

Article 12 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 is concluded for a period of 10 years. Its validity shall be extended automatically for an indefinite period of time unless either Contracting Party notifies in writing the other Contracting Party of its terminate the agreement. T
3. In respect of investments made prior to the date when the termination of this Agreement becomes effective, the provisions of this Agreement shall remain in force for a further period of 10 years from that date.

Article 14 Amendment

This Agreement may be amended by written agreement between both Contracting Parties. Any amendment shall come into effect only through the same procedure as of entry into force of this Agreement.

In witness whereof, the duly authorized representatives of their respective Governments have signed this Agreement.

DONE in duplicate at Nicosia 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