Article 15. Promotion and Facilitation of Investments

1. One side shall encourage investors of the other side to make investments in its area.

2. To enhance the level of investment facilitation between the two sides, one side agrees to review from time to time and progressively simplify the formalities and requirements on investors of the other side investing in the area of the former side.

3. The two sides agree to provide the other side with investment facilitation, including:

(i) one side will facilitate investors of the other side in obtaining investment information, relevant operating licences, personnel entry and exit, and business operations and management;

(ii) one side will facilitate organising and holding, for the other side and its investors, of symposiums, seminars and other activities beneficial to investments;

(iii) one side will endeavour to establish clear and uniform standards and procedures for examining and approving investment applications, and to optimise permissions, qualification requirements and procedures in relation to investments;

(iv) one side will agree to stipulate a reasonable timeframe for relevant approving institutions to examine investment applications and to make decisions on such applications, and will promptly inform the applicants of the outcomes of the relevant approval applications;

(v) one side will, in accordance with its laws, make known the required information that has been omitted from an incomplete investment application, and provide the opportunity for correction;

(vi) one side will encourage and promote the cooperation and coordination among their various regulatory institutions, and, where possible, establish a "one-stop" approving institution, and stipulate the responsibilities and authorities of each regulatory institution in relation to approval and the responsibilities and authority of co-approval by multiple institutions in accordance with the laws;

(vii) one side will, on a best endeavour basis, keep the costs of the investors in the application process for approval to the lowest, and any fee to be charged shall be commensurate with the necessary administrative cost in handling the application;

(viii) one side will, on a best endeavour basis, enable investors of the other side to gain access to and use public infrastructure facilities under reasonable and non-discriminatory conditions.

Article 16. Transparency of Laws and Policies

1. One side shall, with a view to promoting the understanding of its laws and policies pertaining to or affecting covered investments:

(i) promptly make such laws and policies public and readily accessible, including by electronic means;

(ii) if requested, provide copies of specified laws and policies to the other side; and

(iii) if requested, consult with the other side with a view to explaining specified laws and policies.

2. One side shall ensure that investors of the other side can become acquainted with its laws and policies pertaining to the conditions of admission of investments, including procedures for application and registration, criteria for examination and approval of an application, timelines for processing an application and rendering a decision, and review or appeal procedures of a decision.

3.One side is encouraged to:

(i) publish in advance any measure that it proposes to adopt; and

(ii) provide interested persons and the other side a reasonable opportunity to comment on the proposed measure.

Article 17. Committee on Investment

1. The two sides agree to set up the Committee on Investment under the mechanism of the CEPA Joint Steering Committee to deal with matters arising from this Agreement, through the responsible contact person designated by the authority of each side.

2. Functions of the Committee on Investment include:

(i) investment consultation: exchange of investment information, launching of investment promotions, promoting investment facilitation, and provision of consultation on matters related to this Agreement;

(ii) notification and coordination of investment disputes: for the "investment disputes" as referred to in paragraph 1 of Article 19 (Dispute Settlement between a Macao Investors and the Mainland) or paragraph 1 of Article 20 (Dispute Settlement between a Mainland Investors and Macao), if the two sides consider necessary, one side shall notify its relevant authorities or institutions and coordinate the handling of the "investment disputes" in its area, or notify the other side of the "investment disputes" in the areas of the former side;

(iii) settlement of disputes: settlement of disputes between the two sides with respect to the interpretation, implementation and application of this Agreement through consultation;

(iv) interpretation of the Agreement: the two sides may, if they consider necessary, make an interpretation on the tables in Annex 2 to this Agreement through consultation in accordance with paragraph 7 of Article 9 (Non-Conforming Measures);

(v) any other tasks related to this Agreement as agreed by the two sides.

3. Any decisions by the Committee on Investment shall be made by consensus of the two sides, and shall be promptly reported to the CEPA Joint Steering Committee.

Article 18. Dispute Settlement between the Two Sides Under this Agreement

1. Any disputes between the two sides with respect to the interpretation, implementation or application of this Agreement shall be settled by the two sides through consultation.

2. The two sides shall settle disputes through consultation in accordance with the mechanism set out in Article 17 (Committee on Investment) of this Agreement.

Article 19. Dispute Settlement between a Macao Investor and the Mainland

1. A dispute arising from a claim by a Macao investor that it or its covered investment has suffered losses or damages resulting from a breach by the Mainland authorities or institutions of the obligations provided in this Agreement (8) in relation to the Macao investors or their covered investments (hereinafter referred to as "investment disputes") may be settled by the following means:

(i) resolution through amicable consultation between the disputing parties;

(ii) resolution through the complaint handling organisations for foreign investors in the Mainland in accordance with the relevant requirements of the Mainland;

(iii) resolution through the function of notification and coordination of investment disputes under Article 17 (Committee on Investment) of this Agreement;

(iv) resolution through administrative review in accordance with the laws of the Mainland;

(v) resolution through mediation whereby a Macao investor may submit an investment dispute arising from this Agreement (9) between that investor and the Mainland to a mediation institution of the Mainland side;

(vi) recourse to the judicial proceedings under the laws of the Mainland.

2. Mediation under sub-paragraph 1(v) of this Article shall be subject to the laws and regulations of the Mainland. Full use of the functions of the mediation mechanism shall be made to ensure the effective settlement of disputes. The Mainland will make arrangements for the mediation mechanism.

3. If a Macao investor has already chosen to settle a dispute in accordance with sub-paragraphs 1(iv) or 1(vi) of this Article, it shall not submit the same dispute to the mediation institution of the Mainland for mediation unless such submission is in compliance with the relevant laws and regulations of the Mainland.

4. For "investment disputes" referred to in paragraph 1 of this Article which have entered into judicial proceedings prior to the coming into effect of this Agreement, unless agreed upon by the disputing parties and in compliance with the laws and regulations of the Mainland, the mediation procedure provided under sub-paragraph 1(v) of this Article shall not apply.

5. If a Macao investor has already chosen to settle a dispute in accordance with any method in sub-paragraphs 1(ii) to 1(vi) of this Article, it shall not submit the same dispute to the complaint handling organisations for foreign investors in the Mainland for resolution by coordination unless it is in compliance with the relevant laws and regulations of the Mainland.

6. For greater certainty, in settlement of disputes involving tax matters, the authority under the relevant taxation agreement of one side shall determine whether the taxation agreement governs such kind of disputes. Methods of resolution of disputes involving tax matters are limited to those specified in Article 25 (Mutual Agreement Procedure) of the Arrangement between the Mainland of China and the Macao Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income.

Article 20. Dispute Settlement between a Mainland Investor and Macao

1. A dispute arising from a claim by a Mainland investor that it or its covered investment has suffered losses or damages resulting from a breach by the Macao authorities or institutions of the obligations provided in this Agreement (10) in relation to the Mainland investors or their covered investment, may be settled by the following means:

(i) resolution through amicable consultation between the disputing parties;

(ii) resolution through the complaint handling mechanism established by the relevant Macao authorities or institutions in accordance with the relevant requirements of Macao;

(iii) resolution through the function of notification and coordination of investment disputes established under Article 17 (Committee on Investment) of this Agreement;

(iv) resolution through mediation whereby a Mainland investor may submit an investment dispute arising from this Agreement (11) between that investor and Macao to a mediation institution of Macao;

(v) recourse to the judicial proceedings under the laws of Macao.

2. Mediation under sub-paragraph 1(iv) of this Article shall be subject to the laws and regulations of Macao. Full use of the functions of the mediation mechanism shall be made to ensure the effective settlement of disputes. Macao will make arrangements for the mediation mechanism.

3. If a Mainland investor has already chosen to settle a dispute in accordance with sub-paragraph 1(v) of this Article, it shall not submit the same dispute to the mediation institution of Macao for mediation unless such submission is in compliance with the relevant laws and regulations of Macao.

4. For "investment disputes" referred to in paragraph 1 of this Article which have entered into judicial proceedings prior to the coming into effect of this Agreement, unless agreed upon by the disputing parties and in compliance with the laws and regulations of Macao, the mediation procedure provided under sub-paragraph 1(iv) of this Article shall not apply.

5. For greater certainty, in settlement of disputes involving tax matters, the authority under the relevant taxation agreement of one side shall determine whether the taxation agreement governs such kind of disputes. Methods of resolution of disputes involving tax matters are limited to those specified in Article 25 (Mutual Agreement Procedure) of the Arrangement between the Mainland of China and the Macao Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income.

Chapter 4. FINAL PROVISIONS

Article 21. Denial of Benefits

1. One side may, at any time including after the institution of any proceedings in accordance with Chapter 3 (Investment Facilitation and Settlement of Disputes), deny the benefits of this Agreement to an investor of the other side that is an enterprise of that other side and to covered investments of that investor if:

(i) investors of any other party own or control the enterprise;

(ii) the enterprise of one side is constituted or organized under the laws of the other side, and has never engaged in any substantial operational activities; and

(iii) the denying side adopts or maintains measures with respect to that other party:

1. that prohibit transactions with the enterprise; or

2. that would be violated or circumvented if the benefits of this Agreement were accorded to the enterprise or to its covered investments.

2. For greater certainty, one side may deny the benefits of this Agreement pursuant to paragraph 1 of this Article at any time, including after the initiation of any proceedings in accordance with Chapter 3 (Investment Facilitation and Settlement of Disputes).

Article 22. Exceptions

1. Provided that such measures are not applied in an arbitrary or unjustifiable manner, or do not constitute a disguised restriction on trade or investment, nothing in this Agreement shall be construed to prevent one side from adopting or maintaining measures, including environmental measures:

(i) necessary to ensure compliance with laws that are not inconsistent with the provisions of this Agreement;

(ii) necessary to protect human, animal or plant life or health; or

(iii) relating to the conservation of living or non-living exhaustible natural resources if such measures are made effective in conjunction with restrictions on domestic production or consumption.

2. Nothing in this Agreement shall be construed to prevent one side from maintaining or adopting exception measures that are consistent with the rules of the WTO.

3. (i) Nothing in this Agreement shall be construed to require one side to furnish or allow access to information the disclosure of which would impede law enforcement or would be contrary to that side's laws protecting confidential information of the government, personal privacy, the confidentiality of the financial affairs and accounts of individual customers of financial institutions.

(ii) Nothing in this Agreement shall be construed to require, during the course of any dispute settlement procedure under this Agreement, one side to furnish or allow access to information protected under its competition laws, or a competition authority of one side to furnish or allow access to any other information that is secret or otherwise protected from disclosure.

4. Any measure adopted by one side in conformity with a decision adopted by the WTO pursuant to Article IX:3 of the WTO Agreement shall be deemed to be not in breach of this Agreement. An investor may not claim under this Agreement that such a measure is in breach of this Agreement.

5. This Agreement shall not be construed to require one side to furnish or allow access to information, if that side determines that the disclosure of such information may be contrary to its essential security interests, or to prevent one side from taking any measures that it considers necessary to protect its essential security interests.

6. One side reserves the right to establish or maintain any restrictive measures relating to investors and covered investments of the other side in the event that the implementation of this Agreement causes substantial impact on its sectors or public interests.

Article 23. Financial Prudence

1. Notwithstanding any other provisions of this Agreement, one side shall not be prevented from adopting or maintaining measures relating to financial services for prudential reasons. These prudential reasons (12) include the protection of investors, depositors, policy holders, or persons to whom a fiduciary duty is owed by a financial services supplier, or to ensure the integrity and stability of the financial system. (13)

2. Nothing in this Agreement applies to non-discriminatory measures of general application in pursuit of monetary or related credit policies or exchange rate policies. (14)

3. The term "financial service" shall bear the same meaning of financial service as defined in paragraph 5(a) of the Annex on Financial Services to the WTO General Agreement on Trade in Services and the term "financial service supplier" contained in that paragraph also includes public entity as defined in paragraph 5(c) of the Annex on Financial Services.

4. For greater certainty, this Agreement shall not be construed as preventing one side from adopting measures that are applicable to a financial institution, or from enforcing measures in a financial institution, relating to the investors or covered investments of the other side necessary to ensure compliance with laws that are not inconsistent with the provisions of this Agreement, including measures relating to the prevention of false and fraudulent practices or measures to deal with the effects of default on financial services contracts, provided that the manner in which such measures are applied would not constitute a means of arbitrary or unjustifiable discrimination to countries (or regions) where like conditions prevail or a disguised restriction on the investment of the financial institution.

5. The provisions of this Agreement shall not be construed as that one side should disclose the information related to individual clients/accounts, or any confidential or exclusive information owned by public entities.

Article 24. Taxation

1. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures.

2. Nothing in this Agreement shall affect the rights and obligations of one side under any taxation agreement. In the event of any inconsistency between the provisions of this Agreement and any such agreement, the provisions of that taxation agreement shall prevail to the extent of the inconsistency.

3. Nothing in this Agreement shall be construed to require one side to furnish or allow access to information the disclosure of which would be contrary to that side's laws protecting information concerning the taxation affairs of a taxpayer.

4. The provisions of Article 11 (Expropriation) shall apply to taxation measures. (15)

5. The question on whether a measure of one side is a taxation measure set out in paragraph 1 of this Article shall only be jointly determined by the authorities under the taxation agreement of the two sides through consultation. The joint determination by the authorities under the taxation agreement of the two sides shall bind any procedures of resolving a claim by an investor under this Agreement.

6. No claim may be made by an investor pursuant to paragraph 4 of this Article unless:

(i) the investor provides a copy of the notice of claim to the authorities under the taxation agreement of the two sides; and

(ii) six months after receiving notification of the claim by the investor, the authorities under the taxation agreement of the two sides fail to reach a joint determination that the measure in question is not an expropriation.

Article 25. Environmental Measures (16)

The two sides recognise that it is inappropriate to encourage investments by investors of the other side by relaxing its environmental measures. Accordingly, one side should not waive, be in breach of or otherwise derogate from such environmental measures to encourage investors of the other side with respect to the establishment, acquisition, expansion or retention of investments in the area of the former side.

Article 26. Non-derogation

1. This Agreement shall not prevent investors of one side from taking advantage of any laws of the other side or any other obligations between the two sides which are applicable to the investors and their covered investments and are more favourable than the provisions of this Agreement.

2. One side shall observe any other obligations it has entered into with regard to covered investments of investors of the other side.

Article 27. Annexes and Footnotes

The Annexes and footnotes to this Agreement form an integral part of this Agreement.

Article 28. Supplements and Amendments

The provisions of this Agreement or its annexes may be supplemented or amended in writing when the need arises. Any supplement and amendment shall come into effect after it has been signed by the duly authorised representatives of the two sides.

Article 29. Coming Into Effect and Implementation

This Agreement shall come into effect on the day of signature by the representatives of the two sides, and shall be implemented on 1 January 2018.

Conclusion

This Agreement is signed in duplicate in the Chinese language.

This Agreement is signed on 18 December 2017 in Macao.

Gao Yan

Vice Minister of Commerce

People's Republic of China

Leong Vai Tac

Secretary for Economy and Finance

Macao Special Administrative Region of the People's Republic of China