AGREEMENT

BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA

AND THE GOVERNMENT OF THE RUSSIAN FEDERATION

ON THE PROMOTION AND RECIPROCAL PROTECTION OF INVESTMENTS

The Government of the People’s Republic of China and the Government of the Russian Federation (hereinafter referred to as the Contracting Parties),

intending to create favorable conditions for investments by 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 conducive to stimulating business initiative of the investors and will increase prosperity in both States;

desiring to intensify the cooperation of both States on the basis of equality and mutual benefits;

have agreed as follows:

Article 1

Definitions

For the purposes of this Agreement:

1. The term “investment” means every kind of asset invested by an investor of one Contracting Party in the territory of the other Contracting Party in accordance with the latter Contracting Party’s laws and regulations, which has such characteristics as inter alia commitment of capital or other resources, the expectation of profit and assumption of risk, in particular, though not exclusively:

(a) movable and immovable property as well as any property rights;

(b) shares, stocks and any other kind of participation in the capital of commercial organizations;

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

(d) intellectual property rights, in particular, copyrights, patents, models, trade-marks, industrial designs, layout-designs of integrated circuits, trade-names, technology, and “know-how”;

(e) rights conferred by law or under contracts to conduct business activity related in particular to exploration, development, extraction and exploitation of natural resources;

(f) bonds, debentures, loans and other forms of debt instruments;

(g) goodwill.

For greater clarity the term “investment” does not include:

(i) claims to money that arise solely from commercial contracts for the sale or lease of goods or services;

(ii) claims to money that arise solely from the extension of credit in connection with a commercial transaction, such as trade financing;

(iii) an order or judgment in any judicial, administrative or arbitral proceeding.

Any change in the form in which assets are invested does not affect their qualification as investments if such change does not contradict the laws and regulations of the Contracting Party in the territory of which the investment was made.

For the purpose of the term “investment”, this Agreement shall not apply to sectors of services or other types of activities supplied or performed neither on a commercial basis nor in competition with one or more persons engaged in the same type of activities.

2. The term “investor of a Contracting Party” means a natural person or a juridical person of that Contracting Party which is making, or has made an investment in the territory of the other Contracting Party.

The term “investor of a Contracting Party” does not include:

(a) any natural person who is a citizen of a Contracting Party in the territory of which the investment is or was made;

(b) any natural person who was a citizen of a Contracting Party in the territory of which the investment was made on the date when such investment was made;

(c) any juridical person of a Contracting Party which is owned or controlled, directly or indirectly, by a person of the other Contracting Party;

(d) any juridical person of a Contracting Party, if such juridical person is not engaged in substantive business operations in the territory of that Contracting Party, including those owned or controlled, directly or indirectly, by a person of a third state;

(e) a juridical person of a Contracting Party owned or controlled by a third State, a natural person or a juridical person of a third State, if the other Contracting Party does not maintain diplomatic relations with that third State.

3. The term “juridical person of a Contracting Party” means any legal entity duly constituted or otherwise organized under the laws and regulations of a Contracting Party, whether or not for profit, and whether privately or governmentally owned or controlled.

4. The term “natural person of a Contracting Party” means a natural person who has the nationality of that Contracting Party in accordance with its laws and regulations.

5. The term “returns” means the amounts yielded from investment, in particular, though not exclusively, including profits, dividends, interests, capital gains, royalties and other fees related to investments.

6. The term “activities in connection with investments” means the operation, management, maintenance, use, enjoyment and disposal of admitted investment.

7. The term “territory of the Contracting Party” means:

with respect to the People’s Republic of China the entire customs territory of China, including land territory, territorial airspace, internal waters and territorial sea as well as their bed and subsoil, and any area beyond its territorial sea within which it may exercise sovereign rights and (or) jurisdiction in accordance with international law and its domestic law;

with respect to the Russian Federation the territory of the Russian Federation, including internal waters and territorial sea as well as its exclusive economic zone and the continental shelf, in which the Russian Federation has sovereign rights and jurisdiction in accordance with the United Nations Convention on the Law of the Sea (1982).

8. The term “laws and regulations of the Contracting Party” means the laws and other regulations of the People’s Republic of China or the laws and other regulations of the Russian Federation.

9. The term “freely usable currency” means a freely usable currency as determined under the Articles of Agreement of the International Monetary Fund.

10. The term “WTO” means the World Trade Organization.

11. The term “WTO Agreement” means the Marrakesh Agreement Establishing the World Trade Organization, done on 15 April 1994.

12. The term “claimant” means an investor of a Contracting Party that is a party to a dispute with the other Contracting Party.

13. The term “respondent” means the Contracting Party that is a party to a dispute with an investor of the other Contracting Party.

14. The term “disputing party” means the claimant or the respondent.

15. The term “disputing parties” means the claimant and the respondent.

16. The term “UNCITRAL Arbitration Rules” means the Arbitration Rules of the United Nations Commission on International Trade Law, as adopted by the United Nations General Assembly on 15 December 1976, as revised in 2010. For greater certainty the UNCITRAL Rules on Transparency in Treaty-based Investor-State Arbitration shall not be applicable unless the disputing parties otherwise agree.

Article 2

Scope of Application

1. This Agreement shall apply to measures by the Contracting Parties adopted or maintained by:

(a) central, regional or local governments and authorities of that Contracting Party; and

(b) non-governmental bodies in the exercise of powers delegated by central, regional or local governments or authorities of that Contracting Party.

2. This Agreement shall apply to all investments made by investors of one Contracting Party in the territory of the other Contracting Party after 1 January 1985 which exist in the territory of the latter Contracting Party as of the date of entry into force of this Agreement and to all investments made by investors of one Contracting Party in the territory of the other Contracting Party after entry into force of this Agreement.

3. This Agreement shall not apply to:

(a) procurement by governmental agencies of goods or services, or any combination thereof, for governmental purposes and not with a view to commercial sale or resale or use in the production or supply of goods or services for commercial sale or resale. For greater certainty this paragraph does not prevent this Agreement from applying to measures that affect investment invested as the result of such procurement;

(b) any act or fact that took place or any situation or dispute that arose or ceased to exist before entry into force of this Agreement.

Article 3

Promotion and Protection of Investments

1. Each Contracting Party shall aspire to create favorable conditions to investors of the other Contracting Party to make investments in its territory and admit such investments in accordance with its laws and regulations.

2. Each Contracting Party shall, in accordance with its laws and regulations, provide full protection in its territory to investments and returns of investors of the other Contracting Party.

3. Without prejudice to its laws and regulations, each Contracting Party shall favorably consider granting visas and working permits to nationals of the other Contracting Party engaged in investment activities in the territory of the former Contracting Party.

Each Contracting Party reaffirms its commitments under the General Agreement on Trade in Services (GATS) with respect to the presence of natural persons of the other Contracting Party engaged in investment activities.

4. The Contracting Parties shall endeavour to promote investment including through:

(a) encouraging investments between the Contracting Parties;

(b) organising and supporting joint investment promotion activities, business matching events, and various briefings and seminars on investment opportunities and on investment laws and regulations and policies;

(c) conducting information exchanges on other issues of mutual concern relating to investment promotion; and

(d) establishing or maintaining contact points, one-stop investment centers to provide assistance and advisory services to investors, including the facilitation of operating licenses and permits.

5. Subject to its laws and regulations without prejudice to Article 15 of this Agreement, a Contracting Party’s activities under subparagraph 4 (d) of this Article may include, to the extent possible, assisting investors of the other Contracting Party and investments by the investors of the other Contracting Party to amicably resolve complaints or grievances with government bodies which have arisen during their investment activities by:

(a) receiving and, where appropriate, considering referring or giving due consideration to complaints raised by investors relating to government activities impacting their investments; and

(b) providing assistance, to the extent possible, in resolving difficulties experienced by the investors in relation to their investments.

Article 4

Treatment of Investments

1. Each Contracting Party shall ensure in its territory fair and equitable treatment of the investments made by investors of the other Contracting Party and activities in connection with such investments.

Without prejudice to its laws and regulations, neither Contracting Party shall take any discriminatory measures that might hinder activities in connection with investments.

2. Without prejudice to its laws and regulations, each Contracting Party shall accord to investments and activities connected with such investments by investors of the other Contracting Party treatment not less favourable than that accorded to the investments and activities connected with such investments of its own investors.

3. Neither Contracting Party shall subject investments made by the investors of the other Contracting Party and activities connected with such investments by the investors of the other Contracting Party to treatment less favorable than that accorded to the investments and activities in connection with such investments by the investors of any third State.

4. The provisions of paragraph 3 of this Article shall not be construed so as to oblige one Contracting Party to extend to investments by the investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of:

(a) agreements establishing a free trade area, customs union, economic union, monetary union or similar institution, or on the basis of interim agreements leading to such unions or institutions;

(b) international agreements or international arrangements relating to taxation; or

(c) agreements between the Russian Federation and the states, which had earlier formed part of the Union of Soviet Socialist Republics, related to the investment in terms of this Agreement.

The Agreements mentioned in this paragraph shall be compatible with the WTO commitments of the former Contracting Party in respect of the issues covered by the WTO Agreement.

5. Without prejudice to the provisions of Articles 5, 6 and 15 of this Agreement the Contracting Parties may accord the treatment no more favourable than the treatment granted by the Contracting Parties in accordance with their obligations under the WTO Agreement, including the obligations of the GATS, and also in accordance with any other multilateral arrangements concerning the treatment of investments in which both Contracting Parties participate.

Article 5

Expropriation

1. Investments of the investor of one Contracting Party made in the territory of the other Contracting Party shall not be subject, directly or indirectly, to expropriation, nationalization or other measures having similar effect (hereinafter referred to as expropriation) in the territory of the other Contracting Party, unless such measures are taken:

(a) for the public interests;

(b) under domestic legal procedure;

(c) in a non-discriminatory manner; and

(d) on payment of compensation in accordance with paragraph 6 of this Article.

2. A measure (set of measures) by a Contracting Party does not constitute an expropriation unless it interferes with a tangible or intangible property right in an investment.

3. The determination of whether a measure (set of measures) of a Contracting Party in a specific fact situation constitutes an expropriation, requires a case-by-case, fact-based assessment of, among other factors:

(a) the impact of a measure (set of measures) on economic value of the investment of an investor of the other Contracting Party, although the sole fact that a measure (set of measures) of a Contracting Party has an adverse effect on the economic value of such investment does not establish that an expropriation has occurred;

(b) the nature of such measure (set of measures), including duration and objective of such measure (set of measures); and

(c) the extent to which the measure (set of measures) interferes with the legitimate and reasonable expectations connected with such investment.

4. The breach of other provisions of this Agreement does not in itself establish a breach of this Article or that an expropriation has occurred.

5. For greater clarity the following measures do not constitute expropriation: 

(a) the issuance of compulsory licenses granted in relation to intellectual property rights, or to the revocation, limitation, or creation of intellectual property rights, to the extent that such issuance, revocation, limitation, or creation is consistent with the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement);

(b) delay, suspension, or termination of payments by a Contracting Party under loan agreements or arrangements with participation of that Contracting Party, even if such agreements or arrangements comply with criteria of investments provided for in paragraph 1 of Article 1 of this Agreement;

(c) measures taken by a Contracting Party to address financial or economic crisis, relating to public debt payment moratorium, temporary suspension of interest or debt restructuring negotiations with investors;

(d) the fact that a subsidy or grant or other form of State or municipal support has not been renewed or maintained or has been modified or reduced by a Contracting Party, in accordance with terms and conditions of such support provided by its laws and regulations, even if there is loss or damage to the investor of the other Contracting Party in relation to the investment of such investor as a result.

6. The compensation mentioned in paragraph 1 of this Article shall be paid without undue delay, be effectively realisable and be freely convertible. Such compensation shall amount to the market value of the expropriated investment immediately before the date of expropriation or immediately before the date on which the impending expropriation becomes publicly known, whichever is earlier.  Such compensation shall include interest at a market-defined commercial rate, but no lower than the Secured Overnight Financing Rate (SOFR) for six months US dollar credits from the date of expropriation until the date of payment.

Article 6

Compensation for Losses

Investors of one Contracting Party whose investments suffer losses in the territory of the other Contracting Party as a result of war, civil disturbance, a state of national emergency or other similar events shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation and other settlements in relation to such losses no less favorable than that accorded in like circumstances to the investors of its own or any third State, whichever is more favorable.

Article 7

Transfer of Payments

1. Each Contracting Party shall, subject to its own laws and regulations, guarantee to the investors of the other Contracting Party upon fulfillment by them of all tax obligations a free transfer abroad of payments related to their investments made in its territory, and in particular:

(a) returns as defined in Article 1 of this Agreement;

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

(c) payments on loans and credits;

(d) earnings of nationals of the State of the other Contracting Party who work in connection with an investment in the territory of the former Contracting Party;

(e) payments arising out of the settlement of a dispute under Article 15 of this Agreement;

(f) compensation stipulated in Article 5 and Article 6 of this Agreement.

2. The payments, mentioned in paragraph 1 of this Article, could be freely converted to a freely usable currency or national currency of a Contracting Party at the choice of the investor pursuant to the laws and regulations of the Contracting Party in the territory of which the investments were made at the market rate of exchange applicable on the date of conversion.

3. The payments shall be remitted without delay in freely usable currency or national currency of a Contracting Party at the choice of the investor, pursuant to the existing foreign exchange laws and regulations of the Contracting Party in the territory of which the investments were made.

Article 8

Subrogation

1. If one Contracting Party or its designated entity provides financial indemnity against non-commercial risks to its investor with regard to the investment made in the territory of the other Contracting Party and makes a payment to such investor under a guarantee or a contract of insurance or other form of indemnity, the other Contracting Party shall recognize the transfer, by virtue of subrogation, of all the rights and claims of such investor to the former Contracting Party or its designated entity.

2. The rights or claims transferred in accordance with the provisions of this Article shall neither exceed the original rights or claims of such investor by virtue of subrogation, nor prejudice all such original rights or claims that the Contracting Party or its designated entity has acquired. Such rights shall be exercised and such claims shall be enforced without prejudice to the other Contracting Party’s rights and obligations under Articles 3 and 4 of this Agreement.

Article 9

Transparency

1. Each Contracting Party shall ensure that measures of general application affecting any matter covered by this Agreement are promptly published or otherwise made publicly available and, except in emergency situations, at the latest by the time of their entry into force in such a manner as to enable the other Contracting Party and their interested persons to become acquainted with them.

2. Each Contracting Party shall publish the following information, where it exists:

(a) whether any authorization, including application and (or) renewal where applicable, is required for investment activities;

(b) the official titles and contact information of relevant competent authorities;

(c) applicable licensing requirements, procedures and fees;

(d) applicable qualification requirements and procedures for verification and assessment of qualifications, including fees;

(e) applicable technical standards and requirements;

(f) procedures relating to appeals or reviews of applications;

(g) where applicable, procedures for provision of comments by the Contracting Party and its interested persons to the responsible authorities before the relevant measure is finalized; and

(h) the normal timeframe for processing of an application.

Where publication is not practicable, such information shall be made otherwise publicly available.

3. To the extent possible, each Contracting Party shall:

(a) publish in advance any measure referred to in paragraph 1 of this Article that it proposes to adopt; and 

(b) provide interested persons and the other Contracting Party with a reasonable opportunity to comment on such proposed measures.

4. With respect to proposed laws and regulations of general application affecting any matter covered by this Agreement, including technical regulation adopted by a Contracting Party, except in cases such as emergency, measures involving national security, specific measures setting monetary policy, measures the publication of which would impede law enforcement, or otherwise be contrary to the public interest, or prejudice the legitimate commercial interest of a particular person, each Contracting Party shall:

(a) publish the proposed laws and regulations not less than 30 days before the date when public comments are due; and

(b) take into account the comments received from interested persons with respect to such proposed laws and regulations.

Article 10

Administrative Proceedings

1. Each Party shall ensure that all measures of general application affecting investments of investors of the other Contracting Party are administered in a reasonable, objective and impartial manner.

2. With a view to administering in an objective, impartial and reasonable manner all measures referred to in Article 9 of this Agreement, each Contracting Party shall ensure that in its administrative proceedings applying such measures to particular investments or investors of the other Contracting Party in specific cases:

(a) wherever possible, investments or investors of the other Contracting Party that are directly affected by a proceeding are provided reasonable notice, when a proceeding is initiated, including a general description of the nature of the proceeding and of any issues in controversy;

(b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and

(c) its procedures are in accordance with the laws and regulations of the Contracting Party.

Article 11

Authorization Procedures

1. For the purpose of this Article, the term “authorization” means the permission by a competent authority to pursue investment activities, resulting from a procedure an investor must adhere to in order to demonstrate compliance with the necessary requirements.

For the purpose of this Article, the term “competent authority” means any central, regional or local government or authority, or any non-governmental body in the exercise of powers delegated by central, regional or local governments or authorities of a Contracting Party.

2. Each Contracting Party shall ensure that authorization procedures it adopts or maintains:

(a) are based on objective and transparent criteria;

(b) are impartial, and that the procedures are adequate for applicants to demonstrate whether they meet the requirements, where such requirements exist;

(c) do not in themselves unjustifiably prevent the fulfilment of requirements under authorization procedures; and

(d) are made public in advance and do not unduly complicate or delay investment activities.

3. If a Contracting Party requires authorization for an investment, it shall ensure that its competent authorities:

(a) to the extent practicable, provide an indicative timeframe for processing of an application;

(b) at the request of the applicant, provide without undue delay information concerning the status of the application;

(c) to the extent practicable, ascertain without undue delay the completeness of an application for processing under the Contracting Party's laws and regulations;

(d) if the competent authorities consider an application complete for processing under the Contracting Party's laws and regulations, within a reasonable period of time after the submission of the application, ensure that:

(i) the processing of the application is completed; and

(ii) the applicant is informed of the decision concerning the application, to the extent possible in writing. Competent authorities may meet this requirement by informing an applicant in advance in writing, including through a published measure that lack of response after a specified period of time from the date of submission of the application indicates either acceptance or rejection of the application. The term “in writing” may include in electronic form.

Competent authorities may require that all information is submitted in a specified format to consider it “complete for processing”;

(e) if they consider an application incomplete for processing under the Contracting Party's laws and regulations, within a reasonable period of time after the submission of the application, to the extent practicable:

(i) inform the applicant that the application is incomplete;

(ii) either upon their own initiative or upon request of the applicant, identify the additional information required to complete the application, or otherwise provide guidance on why the application is considered incomplete; and

(iii) provide the applicant with the opportunity to provide the additional information that is required to complete the application. Such opportunity does not require a competent authority to provide extensions of deadlines.

However, if none of the above is practicable, and the application is rejected due to incompleteness, ensure that the competent authorities so inform the applicant within a reasonable period of time after the rejection decision; and

(f) if an application is rejected, to the extent practicable, either upon their own initiative or upon request of the applicant, inform the applicant in writing of the reasons for rejection and, if applicable, the procedures for resubmission of an application. An applicant should not be prevented from submitting another application solely on the basis of a previously rejected application. Competent authorities may require that the content of such an application has been revised;

(g) to the extent practicable, permit submission of an application at any time throughout the year. Competent authorities are not required to start considering applications outside of their official working hours and working days. If a specific time period exists for applying for an authorization, the Contracting Party shall ensure that the competent authorities allow a reasonable period for the submission of an application;

(h) accept copies of documents that are authenticated in accordance with the Contracting Party’s laws and regulations, in place of original documents, unless the competent authorities require original documents to protect the integrity of the authorization process. Where a competent authority of a Contracting Party requires and holds original documents, any other competent authority of that Contracting Party shall, to the extent that it is consistent with that Contracting Party’s laws and regulations, accept an authenticated copy from the applicant or, where applicable, a copy from the authority holding the original.

4. Contracting Parties shall ensure that authorization, once granted, enters into effect without undue delay, subject to applicable terms and conditions. Competent authorities are not responsible for delays due to reasons outside their competence.

5. Each Contracting Party shall, to the extent practicable, avoid requiring an applicant to approach more than one competent authority for each application for authorization. If granting an authorization for an investment is within the jurisdiction of multiple competent authorities, multiple applications for authorization may be required. In such cases, to the extent practicable and in accordance with its legal system, each Contracting Party is encouraged to utilize a single-entry point for the applications.

6. Each Contracting Party shall ensure that the authorization fees charged by its competent authorities, where they exist, are reasonable, transparent, based on authority set out in a measure, and do not in themselves restrict investment activities of investors of the other Contracting Party. Authorization fees do not include fees for the use of natural resources, royalties, payments for auction, tendering or other non-discriminatory means of awarding concessions, or mandated contributions to universal service provision.

Article 12

Review and Appeal

1. Each Contracting Party shall establish or maintain judicial, arbitral, or administrative tribunals or procedures for the purpose of the prompt review and, where justified, appropriate remedies for, administrative decisions affecting matters covered by this Agreement. Such tribunals or procedures shall be impartial and independent of the authority entrusted with administrative decision concerned and shall not have any substantial interest in the outcome of the matter. Where such procedures are not independent of the agency entrusted with the administrative decision concerned, the Contracting Party shall ensure that the procedures in fact provide for an objective and impartial review.

2. Each Contracting Party shall ensure that, in any such tribunals or procedures, the parties to the proceeding are provided with the right to:

(a) a reasonable opportunity to support or defend their respective positions and submit all relevant information; and

(b) a decision based on the evidence and submissions of record or, where required by the laws and regulations of that Contracting Party, the record compiled by the administrative authority.

3. Each Contracting Party shall ensure, subject to appeal or further review as provided in its domestic law, that such decisions shall be implemented by authorities with respect to the administrative enforcement.

4. This Article shall not be construed to require a Contracting Party to institute such tribunals or procedures where this would be inconsistent with its constitutional structure or the nature of its legal system.

Article 13

Disclosure of Information

Nothing in this Agreement shall be construed to require a Contracting Party to furnish or allow access to confidential information the disclosure of which would impede law enforcement or otherwise be contrary to the public interest, or which would prejudice the legitimate commercial interests of particular enterprises, public or private.

Article 14

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 channels. A Contracting Party shall submit a written request for consultations to the other Contracting Party.

2. If a dispute cannot thus be settled within 6 months, it shall, upon the request of either Contracting Party, be submitted to an ad hoc arbitral tribunal.

3. Such arbitral tribunal is comprised of 3 arbitrators. Within 2 months of the receipt of the written notice requesting arbitration, each Contracting Party shall appoint one arbitrator. Those 2 arbitrators shall, within further 2 months, together select a national of a third State agreed by both Contracting Parties as Chairman of the arbitral tribunal.

4. If the arbitral tribunal has not been constituted within 4 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.

5. The arbitral tribunal shall determine its own procedure. The arbitral tribunal shall render its award in accordance with the provisions of this Agreement. In addition, the arbitral tribunal may apply any relevant rules of international law applicable in the relations between the Contracting Parties. The arbitral tribunal shall interpret the provisions of this Agreement in accordance with the Vienna Convention on the Law of Treaties.

6. The arbitral tribunal shall render an 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 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 tribunal shall be borne in equal parts by the Contracting Parties. 

Article 15

Settlement of Disputes between one Contracting Party and an Investor of the other Contracting Party

1. In the event of a dispute between a Contracting Party and an investor of the other Contracting Party concerning an alleged breach of an obligation of the former Contracting Party under this Agreement which allegedly causes damage to the investor in relation to its investment made in the territory of the former Contracting Party, the claimant shall deliver a written request for consultations to the respondent.

This Article shall not apply to a dispute between a Contracting Party and an investor of the other Contracting Party concerning an alleged breach of paragraphs 1, 3 - 5 of Article 3 of this Agreement, Articles 9 - 12 of this Agreement. 

2. Delivery of the request and other documents under this Article to a Contracting Party shall be made to the competent authority of that Contracting Party. The request shall not be considered duly delivered if it is not served to such competent authority. Each Contracting Party shall notify the other Contracting Party through diplomatic channels on such competent authority within 90 days from the date of entry into force of this Agreement and make this information publicly available. In the event of any change to a Contracting Party’s competent authority, that Contracting Party shall duly notify the other Contracting Party.

3. The request mentioned in paragraph 1 of this Article shall not be considered duly delivered if it does not:

(a) specify the name and address of the claimant and, if any, of the investor’s representatives;

(b) demonstrate that the claimant is an investor under this Agreement;

(c) identify the measures or events giving rise to the dispute;

(d) provide a brief summary of the factual basis and identify for each measure at issue, the provision of this Agreement alleged to have been breached and any other relevant provisions; and

(e) specify the relief sought and the approximate amount of damages claimed.

4. After the request for consultations is made pursuant to paragraph 1 of this Article, the disputing parties shall enter into consultations with a view to reaching a mutually satisfactory solution.

5. If a dispute cannot be settled by consultations pursuant to this Article and 180 days have elapsed since the date of the receipt of the request for consultations, the claimant may submit the dispute to one of the following institutions:

(a) a competent court of the Contracting Party in the territory of which the investment is made; or 

(b) an ad hoc arbitration tribunal established under the UNCITRAL Arbitration Rules; or

(c) if the disputing parties agree, any other arbitration institution or under any other arbitration rules.

No other arbitration institutions shall have jurisdiction over disputes referred to in paragraph 1 of this Article.

6. In order to submit the dispute to arbitration in accordance with paragraph 5 of this Article, the claimant shall submit a written request for arbitration to the competent authority of the respondent referred to in paragraph 2 of this Article. The request for arbitration shall indicate whether consultations between the disputing parties were held. By submitting such request, the claimant consents to arbitration in accordance with the procedures set out in this Article.

7. If laws and regulations of the Contracting Party so provide, the claimant, who has submitted the dispute to a competent court of the Contracting Party in the territory of which the investment is made, may terminate the proceedings with respect to the dispute before such competent court issued a decision with a view to submitting the dispute to one of the institutions provided for in subparagraphs (b) or (c) of paragraph 5 of this Article.

8. Once the claimant has submitted the dispute to one of the institutions provided for in subparagraphs (b) or (c) of paragraph 5 of this Article, the claimant waives its right to initiate or continue any proceeding with respect to the dispute before a competent court of the Contracting Party, or any other arbitration institutions.

9. No dispute may be submitted to arbitration under paragraph 5 of this Article unless:

(a) the dispute arises from measures and specific provisions of this Agreement that the Contracting Party has allegedly breached included in the request for consultations submitted by the claimant in accordance with paragraph 1 of this Article;

(b) the claimant sent the request for consultations within 3 years of the date at which the claimant became aware, or should reasonably have become aware of an alleged breach of an obligation under this Agreement that allegedly caused damage to the investor or its investment; and

(c) the submission of the dispute to arbitration under this Article takes place within 3 years from the date on which the claimant sent the request for consultations under paragraph 1 of this Article unless otherwise agreed by the disputing parties.

10. Nothing in this Agreement, including paragraph 3 of Article 4 of this Agreement, shall be interpreted as providing the claimant with the right to use mechanisms, institutions or procedures other than those expressly set out in this Article for the settlement of disputes referred to in paragraph 1 of this Article.

11. Nothing in this Agreement shall prevent the disputing parties from settling such a dispute in out-of-court proceedings, including through conciliation, mediation and other similar procedures agreed upon between the disputing parties.

12. A request for interim measures submitted by the claimant to a judicial authority shall be without prejudice to the right of a claimant to submit the dispute to the arbitration institutions provided for in paragraph 5 of this Article. 

13. For arbitration proceedings conducted in accordance with UNCITRAL Arbitration Rules:

(a) 3 arbitrators shall be appointed to an ad hoc arbitral tribunal;

(b) the language of arbitration shall be English, unless otherwise agreed by the disputing parties;

(c) the periods of time provided for in paragraphs 2 and 3 of Article 9 of UNCITRAL Arbitration Rules shall be 90 days, unless otherwise agreed by the disputing parties;

(d) the period of time provided for in paragraph 1 of Article 20 of UNCITRAL Arbitration Rules within which the claimant shall communicate its statement of claim in writing to the respondent and to each of the arbitrators shall be determined by the arbitral tribunal, but shall not be less than 90 days from the date of delivery of the request for arbitration, unless otherwise agreed by the disputing parties;

(e) the period of time in paragraph 1 of Article 21 of UNCITRAL Arbitration Rules within which the respondent shall communicate its statement of defence in writing to the claimant and to each of the arbitrators shall be determined by the arbitral tribunal, but shall not be less than 90 days from the date of delivery of the request for arbitration, unless otherwise agreed by the disputing parties;

(f) a plea that the arbitral tribunal does not have jurisdiction, appointment of an arbitrator by the respondent or participation of the respondent in the appointment of an arbitrator, submission by the respondent of its statement of defence shall in no case be considered as acceptance by the respondent of the jurisdiction of the arbitral tribunal;

(g) the arbitral tribunal shall deliver its decision on the objection as to jurisdiction of the arbitral tribunal (rule on the plea of lack of jurisdiction) as a preliminary question before considering the dispute on the merits, unless otherwise agreed by the disputing parties.

14. In case a dispute has been submitted to a particular arbitration institution in accordance with paragraph 5 of this Article, the rules of procedure applied to such a dispute shall be modified accordingly as set out in paragraph 13 of this Article.

15. The arbitral tribunal shall render its award in accordance with the provisions of this Agreement. In addition, the arbitral tribunal may apply any relevant rules of international law applicable in the relations between the Contracting Parties.

The arbitral tribunal shall interpret the provisions of this Agreement in accordance with the Vienna Convention on the Law of Treaties.

16. A joint decision of the Contracting Parties declaring their interpretation of a provision of this Agreement (joint interpretation) shall be binding on an arbitral tribunal of any ongoing or subsequent dispute, and any decision or award issued by such a tribunal must be consistent with that joint decision.

For the purpose of agreeing on the joint interpretation of a specific provision of the Agreement that is the subject of an ongoing dispute, the respondent may request to suspend the arbitration proceedings for a period of no longer than 90 days, unless both Contracting Parties agree otherwise. 

Such request may be made only once by the respondent during the arbitration proceedings with the claimant. If so requested, the arbitral tribunal shall suspend the arbitration proceedings until the 90-day period expires or a joint interpretation is submitted to such tribunal, whichever is earlier, unless both Contracting Parties agree otherwise.

17. Where an arbitral tribunal makes an award against a respondent, the tribunal may award, separately or in combination, only:

(a) monetary damages and any applicable interest; and

(b) restitution of property. In this case the award shall provide that the respondent may pay monetary damages and any applicable interest in lieu of restitution.

This does not prevent the arbitral tribunal to fix the costs of arbitration in accordance with the applicable arbitration rules.

18. Any award may be made public with the written consent of both disputing parties or where and to the extent disclosure is required of a disputing party by legal duty, to protect or pursue a legal right or in relation to legal proceedings before a court or other competent authority.

19. The arbitration award shall be final and binding on both disputing parties. Each Contracting Party ensures enforcement of the arbitration award in accordance with its laws and regulations.

Article 16

Other Obligations

If the provisions of laws and regulations of either Contracting Party or obligations under international treaties existing at present or established hereafter between the Contracting Parties in addition to this Agreement contain the provisions entitling investments by investors of the other Contracting Party to a treatment more favorable than that provided for by the Agreement, such provisions shall, to the extent that they are more favourable to the investor, prevail over this Agreement. 

Article 17

Review

With a view to further promoting and facilitating bilateral investments, the Contracting Parties should periodically review the application of this Agreement. The Contracting Parties may enter into discussions on incorporating additional commitments or other improvements to the provisions of this Agreement of interest to both Contracting Parties.

Article 18

Application

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

Article 19

Consultations

The Contracting Parties shall consult, at the request of either of them, on a matter concerning the interpretation or application of this Agreement. Where either Contracting Party requests such consultation, the other Contracting Party shall give prompt response.

Article 20

Entry into Force, Duration and Termination

1. This Agreement shall enter into force on the 1^st day of the following month after the date on which both Contracting Parties have notified each other in writing that their respective internal legal procedures necessary therefore have been fulfilled.

2. This Agreement shall remain in force for a period of 10 years. Upon expiration of this period, it shall automatically extend for subsequent periods of 5 years unless one of the Contracting Parties notifies the other Contracting Party in writing at least 12 months in advance of the expiration of the respective 5-year period of its intention to terminate this Agreement.

3. With respect to investments made prior to the date of termination of this Agreement, the provisions of Articles 1 - 19 of this Agreement shall continue to be effective for a further period of 10 years from such date of termination.

4. Upon entry into force of this Agreement, the Agreement between the Government of the People’s Republic of China and the Government of the Russian Federation on the Promotion and Reciprocal Protection of Investments, signed on 9 November 2006 (hereinafter referred to as 2006 Agreement), shall automatically terminate.

5. Notwithstanding paragraph 4 of this Article, regarding any act or fact that took place or any situation that existed while the 2006 Agreement was in force, with respect to investments made prior to entry into force of this Agreement, Articles 1 - 12 of the 2006 Agreement and the Protocol to the 2006 Agreement shall continue to be effective for a period of 3 years after the date of the entry into force of this Agreement.

6. The Contracting Parties may agree, in writing, to amend this Agreement.

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

Done in duplicate at Moscow on 8 May 2025 in the Chinese, Russian and English languages, all texts being equally authentic. In case of divergent interpretation, the English text shall be used.