(b) the provisions of Chapter II alleged to have been breached;

(c) the factual and legal basis of the claim;

(d) the kind of investment involved pursuant to the definition set out in Article 1 (Definitions); and

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

Article 16. Submission of a Claim

1. An investor of a Contracting Party may submit to arbitration a claim that the other Contracting Party has breached an obligation under Chapter II, and that the investor has incurred loss or damage by reason of, or arising out of, that breach.

2. An investor of a Contracting Party, on behalf of an enterprise constituted or organised under the laws and regulations of the other Contracting Party, that is a legal person such investor owns or controls, may submit to arbitration a claim that the other Contracting Party has breached an obligation under Chapter II, and that the enterprise has incurred loss or damage by reason of, or arising out of, that breach.

3. A disputing investor may submit the claim to arbitration under:

(a) the UNCITRAL Arbitration Rules; or

(b) any other arbitration rules, if the disputing parties so agree.

4. The applicable arbitration rules shall govern the arbitration except to the extent modified by this Section.

5. A claim is submitted to arbitration under this Section when:

(a) the notice of arbitration given under the UNCITRAL Arbitration Rules is received by the disputing Contracting Party; or

(b) the notice of arbitration given under any other arbitration rules agreed by the disputing parties under paragraph 3(b) is received by the disputing Contracting Party.

Article 17. Consent of Each Contracting Party to Arbitration

1. Each Contracting Party hereby gives its consent to the submission of a claim to arbitration under this Section.

2. The consent and the submission of a claim to arbitration by the disputing investor shall satisfy the requirements of Article II of the New York Convention for an "agreement in writing".

Article 18. Conditions and Limitations on Consent of Each Contracting Party to Arbitration

1. No claim may be submitted to arbitration under this Section if more than three years or less than six months have elapsed from the date on which the disputing investor first acquired, or should have first acquired, knowledge of the breach alleged under Article 16 (Submission of a Claim) and knowledge that the disputing investor or the enterprise, as the case may be, has incurred loss or damage.

2. A disputing investor may submit a claim to arbitration on its own behalf only if:

(a) the investor consents to arbitration under this Section; and

(b) the investor and, where the claim is for loss or damage to an interest in an enterprise of the disputing Contracting Party that is a legal person that the investor owns or controls, the enterprise waive their right to initiate or continue before any administrative tribunal or court under the laws and regulations of a Contracting Party, or other dispute settlement procedures, any proceedings with respect to the measure of the disputing Contracting Party that is alleged to be a breach of an obligation set out in Chapter II, except for proceedings for injunctive, declaratory or other extraordinary relief, not involving the payment of damages, before an administrative tribunal or court under the laws and regulations of the disputing Contracting Party.

3. A disputing investor may submit a claim to arbitration on behalf of an enterprise of the disputing Contracting Party that is a legal person that the investor owns or controls, only if both the investor and the enterprise:

(a) consent to arbitration under this Section; and

(b) waive their right to initiate or continue before any administrative tribunal or court under the laws and regulations of a Contacting Party, or other dispute settlement procedures, any proceedings with respect to the measure of the disputing Contracting Party that is alleged to be a breach of an obligation set out in Chapter II, except for proceedings for injunctive, declaratory or other extraordinary relief, not involving the payment of damages before an administrative tribunal or court under the laws and regulations of the disputing Contracting Party.

4. The consent and waiver referred to in this Article shall be in writing, delivered to the disputing Contracting Party and included in the submission of a claim to arbitration (notice of arbitration).

Article 19. Constitution of the Tribunal

1. Unless the disputing parties otherwise agree, the tribunal shall be composed of three arbitrators. Each disputing party shall appoint one arbitrator and the disputing parties shall agree upon a third arbitrator, who shall be the chairman of the tribunal.

2. Ifa tribunal is not established within 90 days from the date on which the claim has been submitted to arbitration, either because a disputing party has failed to appoint an arbitrator or because the disputing parties have failed to agree upon the chairman, the Secretary-General, upon request of any of the disputing parties, shall appoint, at his own discretion, the arbitrator or arbitrators not yet appointed. Nevertheless, the Secretary-General, when appointing the chairman, shall ensure that he or she is not a national of a State which cannot be regarded as neutral in relation to the dispute.

Article 20. Consolidation

1. The Secretary-General may establish a consolidation tribunal under the UNCITRAL Arbitration Rules, which shall conduct its proceedings in accordance with such rules, except as modified by this Section.

2. In the interest of a fair and efficient resolution, and unless the interests of any disputing party are seriously harmed, a tribunal established under this Article may consolidate the proceedings when:

(a) two or more investors in relation to the same investment submit a claim to arbitration under this Section; or

(b) two or more claims arising from common legal or factual issues are submitted to arbitration under this Section.

3. Upon request of a disputing party, a tribunal established under Article 19 (Constitution of the Tribunal), awaiting the determination of the consolidation tribunal in accordance with paragraph 4 below, may stay the proceedings that it has initiated.

4. A tribunal established under this Article, after hearing the disputing parties, may:

(a) assume jurisdiction over, and hear and determine together, all or part of the claims; or

(b) assume jurisdiction over, and hear and determine, one or more of the claims, provided that in doing so it would contribute to the settlement of the other claims.

5. A tribunal established under Article 19 (Constitution of the Tribunal) shall lack jurisdiction to hear and determine a claim, or a part thereof, over which a consolidation tribunal has assumed jurisdiction.

6. A disputing party that intends consolidation of a claim under this Article may issue a request to the Secretary-General for the establishment of a consolidation tribunal, and shall specify in its request:

(a) the name of the disputing Contracting Party or the disputing investors to be included in the consolidation process;

(b) the nature of the order sought; and

(c) the grounds on which the order is sought.

7. The disputing party referred to in paragraph 6 shall deliver a copy of its request to the disputing Contracting Party or to any disputing investor to the proceedings sought to be consolidated.

8. Within 60 days of receipt of the request, the Secretary-General may establish a tribunal composed of three arbitrators. One shall be a natural person of the disputing Contracting Party; one shall be a natural person of the Contracting Party of the disputing investors; and the third, the presiding arbitrator, shall not be a national of a State which cannot be regarded as neutral in relation to the dispute. Nothing in this paragraph shall prevent the disputing investors and the disputing Contracting Party from appointing the members of the tribunal by agreement.

9. Where a disputing investor has submitted a claim to arbitration under Article 16 (Submission of a Claim) and has not been named in a request made under paragraph 6 above, that disputing investor or the disputing Contracting Party, as appropriate, may make a written request to the tribunal that it be included in an order made under paragraph 4 above, and shall specify in the request:

(a) the name and address of the disputing investor; (b) the nature of the order sought; and (c) the grounds on which the order is sought.

10. The disputing investor referred to in paragraph 9 shall deliver a copy of its request to the disputing parties named in a request under paragraph 6 above.

Article 21. Place of Arbitration

Upon request of any disputing party, an arbitration under this Section shall be held in a State that is party to the New York Convention. Only for the purposes of Article 1 of the New York Convention, claims submitted to arbitration under this Section shall be considered to have arisen out of a commercial relationship or transaction.

Article 22. Indemnification

In an arbitration under this Section, a disputing Contracting Party shall not assert as a defence, counterclaim, right of set-off or otherwise, that the disputing investor has received or will receive, pursuant to an insurance or guarantee contract, indemnification or other compensation for all or part of its alleged damages.

Article 23. Applicable Law

1. A tribunal established under this Section shall decide the issues in dispute in accordance with this Agreement and the applicable rules and principles of international law.

2. An interpretation agreed upon by the Contracting Parties with regard to any provision of this Agreement shall be binding on any tribunal established thereunder.

Article 24. Finality and Enforcement of Awards

1. Unless the disputing parties agree otherwise, an award which provides that a Contracting Party has breached its obligations under this Agreement may only award, separately or in combination:

(a) monetary damages and any applicable interest; or

(b) restitution in kind, provided that the Contracting Party may pay pecuniary compensation in lieu thereof.

2. For greater certainty, when an investor of a Contracting Party submits a claim to arbitration under this Section, it may recover only for loss or damage that it has incurred in its capacity as an investor of a Contracting Party.

3. Subject to paragraph 1, when a claim is submitted to arbitration on behalf of an enterprise:

(a) an award of restitution in kind shall provide that restitution be made to the enterprise;

(b) an award of monetary damages and any applicable interest shall provide that the total amount be paid to the enterprise; and

(c) the award shall provide that it is made without prejudice to any right that any person has or may have, with respect to the remedy granted, under applicable internal law.

4. An award shall be final and binding solely between the disputing parties and with respect to the particular case.

5. A tribunal may not award punitive damages.

6. A disputing investor may seek enforcement of an award under the New York Convention.

7. A disputing party may not seek enforcement of a final award until:

(a) three months have elapsed from the date on which the award was rendered and no disputing party has commenced a proceeding to revise, set aside or annul the award; or

(b) acourt has dismissed or allowed an application to revise, set aside or annul the award and there is no further appeal.

8. A Contracting Party may not initiate proceedings under Section Two of this Chapter by reason of an alleged breach under this Section, unless the other Contracting Party fails to abide by or comply with a final award rendered under this Section.

Article 25. Transparency of Arbitral Proceedings

1. The written submissions (6) presented by the disputing parties to the tribunal and the procedural orders, decisions, and award(s) of the tribunal shall be made available to the public after the tribunal renders its final award, except for protected information consisting of:

(a) business information that is not in the public domain which describes, contains or otherwise reveals trade secrets or financial, commercial, scientific or technical information that has been consistently treated as confidential information by the party to whom it is related, including but not limited to information on prices, costs, strategic and marketing plans, market share data, and accounting or financial records;

(b) information that is protected from disclosure by law;

(c) information the disclosure of which a Contracting Party determines to be contrary to its essential security interests; and

(d) information the disclosure of which would impede law enforcement or otherwise be contrary to public interest.

2. Within 30 days after the final award is delivered, a disputing party that considers that any submission made before the tribunal or any procedural order, decision or award of the tribunal contains protected information that it would like to remain confidential shall consult the other disputing party (or parties) with a view to reaching an agreement on redaction of such information prior to make it available to the public.

3. If the disputing parties cannot agree on the proposed redactions within a further 30 days they shall submit the points on which they cannot agree to the chairman of the tribunal who shall decide the matter forthwith and make an allocation of any additional costs of the arbitration arising from the disputing parties' failure to agree.

4, If a disputing party does not notify the other disputing party (or parties) of its request to preserve confidentiality over protected information in a particular submission, procedural order, decision or award within 30 days of the delivery of the final award, that disputing party shall be deemed to have consented to make available to the public such submission, procedural order, decision or award.

5. The notice of intent and the notice of arbitration shall be available to the public at any time.

Article 26. Interim Measures of Protection

1. A tribunal may order an interim measure of protection to preserve the rights of a disputing party, or to ensure that the tribunal's jurisdiction is made fully effective, including an order to preserve evidence in the possession or control of a disputing party or to protect the tribunal's jurisdiction.

2. A tribunal may not order attachment or enjoin the application of the measure alleged to constitute a breach referred to in Article 16 (Submission of a Claim). For the purposes of this paragraph, an order includes a recommendation.

Section Two. SETTLEMENT OF DISPUTES BETWEEN THE CONTRACTING PARTIES

Article 27. Scope of Application

This Section shall apply to settle disputes between the Contracting Parties arising from the interpretation or application of the provisions of this Agreement. The alleged breach of a Contracting Party's obligation under Chapter II shall be settled under Section One of this Chapter.

Article 28. Consultations on the Interpretation or Application of this Agreement

1. Either Contracting Party may request consultations on the interpretation or application of this Agreement.

2. If a dispute arises between the Contracting Parties on the interpretation or application of this Agreement, it shall, to the extent possible, be settled amicably through consultations.

3. In the event the dispute is not settled through the means mentioned above within six months from the date such consultations were requested in writing, either Contracting Party may submit such dispute to a tribunal established under this Section or, by agreement of the Contracting Parties, to any other international tribunal.

Article 29. Constitution of the Tribunal

1. Arbitration proceedings shall be initiated upon written notice delivered by a Contracting Party ("the requesting Contracting Party") to the other Contracting Party ("the respondent Contracting Party") through official channels. Such notice shall contain a statement setting out the legal and factual grounds of the claim, a summary of the development and results of the consultations pursuant to Article 28 (Consultations on the Interpretation or Application of this Agreement), the requesting Contracting Party's intention to initiate proceedings under this Section and the name of the arbitrator appointed by the requesting Contracting Party.

2. Within 30 days after the date of delivery of such notice, the respondent Contracting Party shall notify the requesting Contracting Party the name of its appointed arbitrator.

3. Within 30 days after the date on which the second arbitrator was appointed, the arbitrators appointed by the Contracting Parties shall appoint, by mutual agreement, a third arbitrator, who shall be the chairman of the tribunal upon approval of the Contracting Parties.

4. If within the time limits set out in paragraphs 2 and 3 above, the required appointments have not been made or the required approvals have not been given, either Contracting Party may invite the President of the International Court of Justice to appoint, in a personal and individual capacity, the arbitrator or arbitrators not yet appointed. If the President is a natural person of either Contracting Party, or he or she is otherwise unable to act, the Vice-President or the next most senior Member who is not disqualified on that ground shall be invited to make the said appointments.

5. In case an arbitrator appointed under this Article resigns or becomes unable to act, a successor shall be appointed in the same manner as prescribed for the appointment of the original arbitrator, and he or she shall have the same powers and duties that the original arbitrator had.

Article 30. Proceedings

1. Unless the Contracting Parties agree otherwise, the place of arbitration shall be determined by the tribunal.

2. The tribunal shall decide all questions relating to its competence and, subject to any agreement between the Contracting Parties, determine its own procedure.

3. At any stage of the proceedings, the tribunal may propose to the Contracting Parties that the dispute be settled amicably.

4. At all times, the tribunal shall afford a fair hearing to the Contracting Parties.

Article 31. Award

1. The tribunal shall reach its decision by majority vote. The award shall be issued in writing and shall contain the applicable factual and legal findings.

A signed award shall be delivered to each Contracting Party.

2. The award shall be final and binding on the Contracting Parties.

Article 32. Applicable Law

A tribunal established under this Section shall decide the issues in dispute in accordance with this Agreement and the applicable rules and principles of international law.

Article 33. Costs

Each Contracting Party shall bear the costs of its appointed arbitrator and of any legal representation in the proceedings. The costs of the chairman of the tribunal and of other expenses associated with the conduct of the arbitration shall be borne equally by the Contracting Parties, unless the tribunal decides that a higher proportion of costs be borne by one of the Contracting Parties.

Chapter IV. FINAL PROVISIONS

Article 34. Scope of Application

1. This Agreement shall apply to investments made prior to or after its entry into force.

2. This Agreement shall apply to measures adopted or maintained by a Contracting Party, after the entry into force of this Agreement, relating to investors of the other Contracting Party or their investments.

3. This Agreement shall not apply to claims arising out of events that have occurred before the entry into force of this Agreement.

Article 35. Consultations

A Contracting Party may propose to the other Contracting Party to carry out consultations on any matter relating to this Agreement. These consultations shall be held at a place and at a time agreed by the Contracting Parties. Consultations under this Article shall be without prejudice to the consultations on the interpretation or application of this Agreement under Article 28 (Consultations on the Interpretation or Application of this Agreement).

Article 36. Entry Into Force, Duration and Termination

1. The annexes and footnotes to this Agreement constitute an integral part of this Agreement.

2. The Contracting Parties shall notify each other in writing through official channels the fulfillment of their internal requirements in relation to the approval and entry into force of this Agreement.

3. This Agreement shall enter into force 30 days after the date of the latter of the two notifications referred to in paragraph 2 above.

4, This Agreement shall remain in force for a period of ten years. Thereafter it shall continue in force until the expiration of 12 months from the date on which either Contracting Party shall have given written notice of termination to the other Contracting Party.

5. Article 1 to Article 35 inclusive and paragraph 1 above shall continue to be effective for a period of ten years from the date of termination with respect to investments made prior to such date.

6. This Agreement may be modified by written agreement of the Contracting Parties, and the agreed modification shall come into effect pursuant to the procedures set out in paragraphs 2 and 3 above.

Conclusion

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

Done in Davos, Switzerland on this day of January 2020, in duplicate, in the Chinese, English and Spanish languages, each text being equally authentic. In case of divergence of interpretation, the English text shall prevail.

FOR THE GOVERNMENT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA

Edward Yau Tang-wah

Secretary for Commerce and Economic Development

FOR THE GOVERNMENT OF THE UNITED MEXICAN STATES 

Luz Maria de la Mora Sanchez

Undersecretary of Foreign Trade of the Ministry of Economy

Attachments

Annex to Article 7 (Expropriation and Compensation)

The Contracting Parties confirm their shared understanding that:

1. A measure or a series of measures by a Contracting Party cannot constitute an expropriation unless it interferes with a tangible or intangible property right or property interest in an investment.

2. Article 7(1) (Expropriation and Compensation) addresses two situations. The first is direct expropriation, where an investment is directly expropriated through formal transfer of title or outright seizure.

3. The second is indirect expropriation, where a measure or a series of measures by a Contracting Party has an effect equivalent to direct expropriation without formal transfer of title or outright seizure.

(a) The determination of whether a measure or a series of measures by a Contracting Party, in a specific fact situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that considers, among other factors:

(ij) the economic impact of the measure or the series of measures, although the fact that a measure or a series of measures by a Contracting Party has an adverse effect on the economic value of an investment, standing alone, does not establish that an indirect expropriation has occurred;

(ii) the extent to which the measure or the series of measures interferes with distinct, reasonable investment-backed expectations; and

(iii) the character of the measure or the series of measures.

(b) Non-discriminatory measures by a Contracting Party that are designed and applied to achieve legitimate public welfare objectives, such as public health, safety, and the protection of the environment, do not constitute indirect expropriation, provided that such measures:

(i) are not so severe in the light of their purpose that they can be reasonably viewed as having been adopted and applied in good faith; and

(ii) are not used as a disguised means to repudiate or breach the provisions in Article 7 (Expropriation and Compensation).

Annex to Article 15 (Notice of Intent and Consultations)

1. The notice of intent referred to in Article 15 (Notice of Intent and Consultations) shall be delivered to:

(a) in the case of Mexico, the Dirección General de Consultoría Jurídica de Comercio Internacional of the Ministry of Economy; and