THE GOVERNMENT OF THE
PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE UNITED
REPUBLIC OF TANZANIA CONCERNING THE PROMOTION AND RECIPROCAL
PROTECTION OF INVESTMENTS
Government of the People’s Republic of China and the Government of
United Republic of Tanzania (hereinafter referred to as the
to create favourable
conditions for investment by investors of one Contracting Party in
the territory of the other Contracting Party;
that the reciprocal encouragement, promotion and protection of such
investment on the basis of equality and mutual benefit will be
conducive to stimulating the business initiative of the investors and
will increase economic prosperity in both States;
the economic sovereignty of both States;
investors to respect corporate social responsibilities; and
to intensify the cooperation between both States, to promote healthy,
stable and sustainable economic development, and to improve the
standard of living of nationals;
The term “investment” means any
kind of asset that has the characteristics of an investment, invested
by an investor of one Contracting Party in accordance with the laws
and regulations of the other Contracting Party in the territory of
the latter, including but not limited to:
and immovable property and other property rights such as mortgages,
debentures, stock and any other kind of equity participation in
to money or to any other performance having an economic value
associated with an investment;
property rights, in particular copyrights,
patents, trade-marks, trade-names, technical processes,
know-how and goodwill;
concessions conferred by law or under contract permitted by law,
including concessions to search for, cultivate, extract or exploit
including government issued bonds, debentures, loans and other forms
of debt, and rights derived therefrom;
rights under contracts, including turnkey, construction, management,
production, or revenue sharing contracts.
investment has the following characteristics: the commitment of
capital or other resources, the expectation of gain or profit, or the
assumption of risk.
change in the form in which assets are invested does not affect their
character as investments provided
that such change is in accordance with the laws and regulations of
Party in whose territory the investment has been made.
investment made by an investor of one Contracting Party through an
enterprise which is wholly or partially owned by the investor and
having its seat in the territory of the other Contracting Party is
also deemed as an investment for the purposes of this paragraph.
the avoidance of doubt, claims
to money in Paragraph 1(c) of this Article
does not include (a) claims to money that arise solely from
commercial contracts for the sale of goods or services by a national
or enterprise in the territory of the other Contracting Party; or (b)
claims to money that arise from marriage or inheritance and that have
no characteristics of an investment.
debentures and loans with an original maturity of less than 3 years
shall not be deemed as investments under this Agreement.
The term “investor” means a national or an enterprise of one
Contracting Party who is investing or has invested in the territory
of the other Contracting Party:
term “national” means a natural person who has nationality of
either Contracting Party in accordance with the applicable laws of
that Contracting Party;
term “enterprise” means any entity,
including companies, firms, associations, partnerships and other
organizations, incorporated or constituted under the laws and
regulations of either Contracting Party and that have their seat and
substantial business activities in that Contracting Party,
irrespective of whether it
is owned or controlled by a private person or the government.
entities constituted under the laws of a non-Contracting Party but
directly owned or controlled by a national in Paragraph (a) or an
enterprise in Paragraph (b).
The term “return” means the income yielded from investments,
including profits, dividends, interest, capital gains, royalties,
payments in kind and other legitimate income related
The term “territory” means,
in respect of the People’s Republic of China, the territory,
the land area, internal waters, the territorial waters and air space,
as well as any area beyond its territorial waters over which the
People’s Republic of China has sovereign rights or jurisdiction for
the exploration and exploitation of resources of the seabed and its
subsoil and the superjacent water resources, in accordance with
Chinese law and international law.
in respect of the United Republic of Tanzania, the territory which
constitutes the United Republic of Tanzania including
its territorial waters and the airspace above it and other maritime
zones including the Exclusive Economic Zone and Continental Shelf
over which the United
Republic of Tanzania
has sovereignty, sovereign rights or exclusive jurisdiction in
accordance with its laws in force as well as the 1982 United Nations
Convention on the Law of the Sea and International law.
AND PROTECTION OF INVESTMENT
Each Contracting Party shall encourage investors of the other
Contracting Party to make investments in its territory and shall
accept and protect such investments in accordance with its laws and
Subject to its laws and regulations, one Contracting Party shall
provide assistance and facilities for obtaining visas and working
permits for nationals of the other Contracting Party engaging in
activities associated with investments made in the territory of that
prejudice to its applicable laws and regulations, with respect to the
operation, management, maintenance, use, enjoyment, sale or
disposition of the investments in its territory, each Contracting
Party shall accord to investors of the other Contracting Party and
their associated investments treatment no less favourable
than that accorded to its own investors and associated investments in
Contracting Party, in accordance with its laws and regulations, may
grant incentives or preferences to its nationals for the purpose of
developing and stimulating local entrepreneurship provided that such
measures shall not significantly affect the investments and
activities of the investors of the other Contracting Party.
FAVOURED NATION TREATMENT
Each Contracting Party shall accord to investors of the other
Contracting Party and the investments thereof treatment no less
than that it accords, in like circumstances, to investors and the
investments thereof of any third State with respect to the
expansion, operation, management, maintenance,
enjoyment, sale or disposition of investments.
The provisions of Paragraph 1 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:
free trade area,
customs union, economic union, monetary union or any agreement
resulting in such unions, or similar institutions;
international agreement or arrangement relating to taxation;
arrangements for facilitating small scale frontier trade in border
Paragraph 1 of this Article does not apply in respect of dispute
settlement provisions laid down by this Agreement and by other
similar international agreement to which one of the Contracting
Parties is signatory.
AND EQUITABLE TREATMENT
Each Contracting Party shall ensure that it accords to investors of
the other Contracting Party and associated investments in its
territory fair and equitable treatment and full protection and
“Fair and equitable treatment” means that investors of one
Contracting Party shall not be denied fair judicial proceedings by
the other Contracting Party or be treated with obvious discriminatory
or arbitrary measures.
“Full protection and security” requires that Contracting Parties
take reasonable and necessary police measures when performing the
duty of ensuring investment protection and security. However, it does
not mean, under any circumstances, that investors shall be accorded
treatment more favourable
than nationals of the Contracting Party in whose territory the
investment has been made.
A determination that there has been a breach of another article of
this Agreement, or an article of another agreement, does not
constitute a breach of this article.
Neither Contracting Party shall expropriate, nationalize or take any
other measure, the effects of which would be equivalent to
expropriation or nationalization against the investments of the
investors of the other Contracting Party in its territory
(hereinafter referred to as expropriation),
unless the expropriation meets all of the following conditions:
was in the public interest;
was in accordance with domestic legal procedure and relevant due
measures, the effects of which would be equivalent to expropriation
means indirect expropriation.
The determination of whether a measure or a series of measures of one
Contracting Party constitutes indirect expropriation in Paragraph 1
requires a case-by-case, fact-based inquiry that takes into
consideration, among other factors:
economic effect of a measure or a series of measures, although the
fact that a measure or a series of measures of the Contracting Party
has an adverse effect on the economic value of investments does not
in itself establish that indirect expropriation occurred;
extent to which the measure or the series of measures discriminates,
in scope or application, against investors and associated
investments of the other Contracting Party;
extent to which the measure or the series of measures interferes
with the clear and reasonable investment expectations of investors
of the other Contracting Party; where such expectations arise from
specific commitments made by one Contracting Party to the investors
of the other Contracting Party;
character and purpose of a measure or a series of measures, whether
the measure or series of measures was adopted in the public interest
and in good faith, and whether the expropriation was proportionate
to its purpose.
Except in rare circumstances, such as where the measures adopted
substantially exceed the measures necessary for maintaining
reasonable public welfare, legitimate regulatory measures adopted by
one Contracting Party for the purpose of protecting public health,
safety and the environment, and that are for the public welfare and
are non-discriminatory, do not constitute indirect expropriation.
The compensation mentioned in Paragraph 1 of this Article shall be
equivalent to the fair market value of the expropriated investments
immediately before the expropriation is taken or when the impending
expropriation becomes public knowledge, whichever is earlier. The
compensation shall also include interest at a reasonable commercial
rate until the date of payment. The compensation shall be made
without unreasonable delay, be effectively realizable and freely
FOR DAMAGES AND LOSSES
Investors of one Contracting Party, whose investments in the
territory of the other Contracting Party suffer losses owing to an
armed conflict, a state of emergency, an insurrection or other
similar event in the territory of the latter Contracting Party, shall
be accorded by the other Contracting Party, as regards restitution,
indemnification, compensation or other settlements, no less
treatment than that accorded to the investors of its own or any third
State, whichever is more favourable
to the investor concerned.
Investments by investors of one Contracting Party that, in any of the
situations referred to in Paragraph 1 of this Article, suffer losses
in the territory of the other Contracting Party resulting from the
requisition or destruction of an investment or a part thereof by the
latter's armed forces or authorities, which was not due to combat
action or required by the necessity of the situation, shall be
accorded restitution or reasonable compensation.
Each Contracting Party shall, subject to its laws and regulations,
guarantee to investors of the other Contracting Party upon
fulfillment of tax obligations in relation to the investment a free
transfer of their returns or proceeds legitimately obtained in the
former Contracting Party’s territory, including but not limited to:
interest, dividends, capital gains, royalty fees, and other fees in
connection with intellectual property rights;
in connection with an investment contract, including related
payments made pursuant to a loan agreement;
obtained from the whole or partial sale or liquidation of
and remuneration of nationals of the other Contracting Party who
work in connection with an investment;
made pursuant to Article 6 and Article 7; or
arising out of a dispute in connection with investments.
Except as otherwise provided for in this Agreement, each Contracting
Party shall ensure that the transfers mentioned above shall
be made without any delay in a freely convertible currency
by International Monetary Fund
and at the market rate of exchange applicable on the date of transfer
to the currency to be transferred.
Notwithstanding the provisions of Paragraph
1 and 2 of this Article, a Contracting Party may prevent a transfer
through the fair, equitable, non-discriminatory and good faith
application of its national laws relating to:
insolvency or the protection of the rights of creditors;
trading or dealing in securities, futures, options and other
criminal or administrative offenses;
of transfers of cash or other monetary instruments; or
compliance with judicial or administrative proceedings.
In case of a serious balance of payments difficulty or of a threat
thereof, each Contracting Party may temporarily restrict transfers,
provided that such a Contracting Party implements measures in
accordance with international standards. These restrictions should be
imposed on an equitable, non-discriminatory and good faith basis.
one Contracting Party or its designated agency makes a payment to an
investor under a guarantee or a contract of insurance against
non-commercial risks it has accorded in respect of an investment of
that investor made in the territory of the other Contracting Party,
the latter Contracting Party shall recognize:
assignment, whether under the law or pursuant to a legal
transaction in the former Contracting Party, of any rights or
claims by that investor to the former Contracting Party or to its
designated agency, as well as,
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 to the same extent as the investor.
SAFETY AND ENVIRONMENTAL MEASURES
The Contracting Parties recognize that it is inappropriate to
encourage investment by relaxing domestic health, safety or
environmental measures. Accordingly, a Contracting Party should not
waive or otherwise derogate from, or offer to waive or otherwise
derogate from, such measures as an encouragement for the
establishment, acquisition, expansion or retention in its territory
of an investment of an investor.
Provided that such measures are not applied in an arbitrary or
unjustifiable manner, or do not constitute a disguised restriction on
international investment, nothing in this Agreement shall be
construed to prevent a Contracting Party from adopting or maintaining
environmental measures necessary to protect human, animal or plant
life or health.
A Contracting Party may deny the benefits of this Agreement to an
investor of the other Contracting Party and to investments of that
investor where the enterprise of such other Contracting Party is
owned or controlled by a national or enterprise of a non-Party, in
any of the following situations:
the denying Contracting Party does not maintain diplomatic relations
with the non-Party; or
the denying Contracting Party adopts or maintains measures with
respect to the non-Party or a person of the non-Party that prohibit
transactions with the enterprise or that would be violated or
circumvented if the benefits of this Agreement were accorded to the
enterprise or to its investments; or
the enterprise has no substantial commercial business in the
territory of the other Contracting Party.
A Contracting Party may deny the benefits of this Agreement to an
investor of the other Contracting Party that is an enterprise of such
other Contracting Party and to investments of that investor if the
enterprise has no substantial business activities in the territory of
the other Contracting Party and nationals or enterprises of the
denying Contracting Party own or control the enterprise.
OF DISPUTES BETWEEN CONTRACTING PARTIES
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 channels.
If a dispute cannot thus be amicably settled within six months, it
shall, upon the request of either Contracting Party, be submitted to
an ad hoc arbitral tribunal.
Such tribunal shall comprise of three arbitrators. Within two months
of the receipt of the written notice requesting arbitration, each
Contracting Party shall appoint one arbitrator. The two arbitrators
shall, within a further period of two months from when both of them
were appointed, jointly select as the presiding arbitrator of the
arbitral tribunal a national of a third State having diplomatic
relations with both Contracting Parties.
If the arbitral tribunal has not been constituted within four months
from the receipt of the written notice requesting arbitration, either
Contracting Party may, in the absence of any other agreement, invite
the President of the International Court of Justice to make any
necessary appointments. If the President is a national of either
Contracting Party or is otherwise prevented from discharging the said
functions, the Member of the International Court of Justice 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 such necessary appointments.
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 recognized by
both Contracting Parties.
The arbitral tribunal shall reach its award by a majority of votes.
Such award shall be final and binding upon both Contracting Parties.
The arbitral tribunal shall, upon the request of either Contracting
Party, explain the reasons for its award.
Each Contracting Party shall bear the costs of its appointed
arbitrator and of its representation in the arbitral proceedings. The
relevant costs of the presiding arbitrator and tribunal shall be
borne in equal parts by the Contracting Parties.
OF DISPUTES BETWEEN INVESTORS AND
Any legal 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 negotiations between the parties to the
dispute, including conciliation procedures.
If a dispute in which an investor of one Contracting Party claims
that the other Contracting Party has breached an obligation under
Article 2 through 9, or Paragraph
2 of Article
cannot be settled through negotiations within six months from the
date negotiations were initiated by either party to the dispute, the
disputing investor who incurred loss or damage from that breach may,
at his option, submit the claim:
the competent court of the State
where the investment has been made;
the International Center for Settlement of Investment Disputes
(ICSID) under the Convention on the Settlement of Disputes between
States and Nationals of Other States, done
at Washington on March 18, 1965, for arbitration,
provided that both Contracting Parties are parties to the ICSID
an ad-hoc arbitral tribunal to be established under the Arbitration
Rules of the United Nations Commission on the International Trade
Law (UNCITRAL); or
any other arbitration institution or ad-hoc arbitral tribunal agreed
to by the disputing parties.
other Contracting Party has the right to require the investor
concerned to exhaust the domestic administrative review procedures
specified by the laws and regulations of that Contracting Party
before submitting to international arbitration.
If the investor has submitted the dispute to the competent court of
the Contracting Party concerned or to international arbitration, the
choice of one of the four
abovementioned procedures shall be final.
A dispute shall not be submitted to arbitration when more than three
(3) years have elapsed from the date that the investor first acquired
or should have first acquired knowledge of the events which gave rise
to the dispute.
If the stipulations in this Agreement are in conflict with applicable
arbitration rules, the stipulations in this Agreement shall prevail.
When a claim is related to breach of Article 2 to Article 9, the
tribunal shall decide the issues in dispute in accordance with this
Agreement and applicable rules of international law. When a claim is
related to breach of Paragraph
of Article 14, the tribunal shall apply:
the rules of law as may be agreed by the disputing parties; or
if the rules of law have not been agreed:
the law of the Contracting Party where the investment has been made,
including its rules on the conflict of laws; and
such rules of international law as may be applicable.
Unless the disputing parties agree otherwise, where an award affirms
that a Contracting Party has breached its obligations under this
Agreement, the tribunal may only award, separately or in combination:
monetary damages and any applicable interest;
restitution of property, in which case the award may specify monetary
damages and corresponding interest in lieu of restitution.
The arbitration award shall be final and binding upon both parties to
the dispute. Each
enforcement of the award
in accordance with its relevant laws and regulations.
A disputing party may not seek enforcement of a final award until:
the case of a final award made under the ICSID Convention:
hundred and twenty (120) days have elapsed from the date the award
was rendered and no disputing party has requested revision or
annulment of the award; or
or annulment proceedings have been completed; and
the case of a final award under the UNCITRAL Arbitration Rules, or
any other arbitration rules selected by both disputing parties:
(90) days have elapsed from the date the award was rendered and no
disputing party has commenced a proceeding to revise, set aside, or
annul the award; or
court has dismissed or allowed an application to revise, set aside,
or annul the award and there is no further appeal
by any disputing party.
In principle, each disputing
shall bear the costs of its appointed arbitrator and of any legal
representation in proceedings. The costs of the presiding arbitrator
and of other expenses associated with the conduct of the arbitration
shall be borne equally by
may determine that one disputing
shall bear a higher proportion of the costs, providing an explanation
for this decision. If the tribunal
deems that the claim or the objection of one
is frivolous, it may determine with reasonable cause that the losing
shall bear the reasonable costs and attorney’s fees of the
incurred in objecting or opposing the objection.
If the legislation of either Contracting Party or international
obligations existing at present or established hereafter between the
Contracting Parties result in a position entitling investments by
investors of the other Contracting Party to a treatment more
favorable than is provided for by the Agreement, such position shall
not be affected by this Agreement.
Each Contracting Party shall observe any written commitments in the
form of agreement or contract it may have entered into with the
investors of the other Contracting Party with regard to their
This Agreement shall apply to investments made prior to or after its
entry into force by investors of one Contracting Party in the
territory of the other Contracting Party in accordance with the laws
and regulations of the Contracting Party concerned, but shall not
apply to any dispute arising before its entry into force.
This Agreement shall apply to the investor stipulated in Paragraph 2
Article 1 only under the following circumstances: when the investment
of such investor is expropriated by the other Contracting Party, the
investor has no right to claim compensation or the investor waives
his right to claim compensation under other agreements signed by the
non-Contracting Party, under whose laws and regulations the investor
was established, and the other Contracting Party.
The representatives of the Contracting Parties shall hold meetings
from time to time for the purpose of:
the implementation of this Agreement;
legal information and investment opportunities;
disputes arising out of investments;
proposals on promotion of investment;
other issues in connection with investment.
a Contracting Party considers that the other Contracting Party has
offered an encouragement under paragraph 1 of Article 10, it may
request consultations with the other Contracting Party.
When either Contracting Party requests consultation on any matter of
of this Article, the other Contracting Party shall provide a prompt
response and the consultation shall be held in Beijing or
Dar- es- Salaam
the dispute settlement procedure stipulated in Article 13,
upon the request of the
Contracting Party to the dispute,
the arbitral tribunal shall require both Contracting Parties to
interpret articles of this Agreement in relation to the dispute. The
Contracting Parties shall submit in writing a combined decision of
the interpretation to the arbitral tribunal within sixty days after
the request was raised.
combined decision made by both Contracting Parties pursuant to
Paragraph 1 shall be binding upon the arbitral tribunal. The award
shall be consistent with the combined decision. If both Contracting
Parties fail to make such decision within sixty days, the arbitral
tribunal will make a decision independently.
INTO FORCE, DURATION AND TERMINATION
Contracting Parties shall notify each other in writing through
diplomatic channels of the fulfillment of their domestic legal
procedures in relation to the approval and entry into force of this
Agreement. This Agreement shall enter into force on the thirtieth
day after the receipt of the later of the two notifications. This
Agreement shall remain in force for a period of ten (10) years,
shall continue to be in force thereafter
in accordance with Paragraph 2 of this Article.
Contracting Party may terminate this Agreement at the end of the
initial ten-year period or at any time thereafter by giving one
advance written notice to the other Contracting Party.
With respect to investments made prior to the date of termination of
this Agreement, the provisions of Article 1 to17
shall continue to be effective for a further period of ten years from
such date of termination.
This Agreement may be amended with the agreement of the Contracting
Parties. Any amendment shall enter into force according to the
procedures required for entry into force of the present Agreement.
WITNESS WHEREOF the
undersigned representatives, duly authorized thereto by their
respective Governments, have signed this Agreement.
in duplicate at
March 24, 2013,
in the Chinese and English languages, the two texts being equally
the Government of For the Government of
People’s Republic of China The United Republic of