AGREEMENT BETWEEN THE TAIPEI ECONOMIC AND TRADE OFFICE IN THAILAND AND THE THAILAND TRADE AND ECONOMIC OFFICE IN TAIPEI FOR THE PROMOTION AND PROTECTION OF INVESTMENTS (AD.1996.04.30)-1

The Taipei Economic and Trade Office (TETO) in Thailand and the Thailand Trade and Economic Office (TTEO) in Taipei, hereinafterreferred to as “Contracting Parties”; Desiring to create favourable conditions for greater economic c-ooperation and investment based on the principle of mutual bene-fit; Recognising that the encouragement and reciprocal protection of such investments will be conducive to stimulating business init-iative and increasing prosperity; Have agreed as follows: ARTICLE 1 Definitions For the purposes of this Agreement: 1.the term “relevant place” shall mean the places of operation to be designated by the respective authorities of the Contrac- ting Parties; 2.the term “investor” shall mean: (a) any physical person who is considered as citizen according to the laws and regulations in either relevant place, or (b) any company or any juridical person which is incorporated or constituted under the laws in force in either relevant place ; 3.the term “investment” shall mean any kind of asset invested by any investor of either relevant place in the other relevant p- lace in accordance with the laws and regulations in force in the latter relevant place and in particular, though not exclu- sively, includes: (a) movable and immovable property as well as other property ri- ghts such as mortgages, liens, or pledges, (b) shares, stock and debentures of companies wherever incorpor- ated or interests in the property of such companies, (c) claim to money or to any performance under contract having financial value, (d) intellectual property rights and goodwill, (e) business concessions conferred by law or under contract, in- cluding concessions to search for, cultivate, extract, or e- xploit natural resources; 4.the term “returns” shall mean the amounts yielded by an inves- tment and, in particular, though not exclusively, shall inclu- de profit, interest, capital gains, dividends, royalties or f- ees. 5.”expropriation” shall mean nationalisation or confiscation of investments or seizure of or deprivation of any property of i- nvestors by the relevant authorities of the relevant places w- ithout proper compensation which causes damages arising there- from to investors. 6.”freely convertible currencies” shall mean any currency that is widely used to make payments for international transactions and widely traded in the international principal exchange mar- kets. ARTICLE 2 Scope of Application of the Present Agreement 1.The benefits of this Agreement shall apply only in cases where the investment by the investors of one relevant place in the other relevant place has been specifically approved in writing and/or registered, as the case may require, by the relevant a- uthority(ies), and upon such conditions as it (they) deem(s) fit for the purposes of this Agreement. 2. This Article shall apply to all investments made in the rele- vant places before or after the entry into force of this Agr- eement. ARTICLE 3 Promotion and Protection of Investments 1.Each Contracting Party shall, having regard to the plans and policies of its relevant place, encourage and facilitate the investment of capital in its relevant place by the investors of the other relevant place. 2.Investments of investors of one Contracting Party in the rele- vant place of the other Contracting Party shall enjoy the most constant protection and security under the law in the relevant place of the latter Contracting Party. ARTICLE 4 Treatment of Investment 1.Each Contracting Party shall seek and obtain approval from the authorities of its relevant place to the effect that investme- nts by investors of the other relevant place and the returns therefrom shall receive treatment which is fair and equitable and not less favourable than that accorded to investments by investors of any third party. 2.All the provisions of this Agreement relating to the granting of treatment not less favourable than that accorded to the in- vestors of any third party shall be granted only on a recipro- cal basis. ARTICLE 5 Exceptions The provisions of this Agreement relating to the granting of tr-eatment not less favourable than that accorded to the investors of any third party shall not be construed so as to oblige the a-uthority of either relevant place to extend to the investors of the other relevant place the benefit of any treatment, preferen-ce or privilege which may be extended by the former relevant pl-ace by virtue of: (a) the formation or extension of a customs union or a free tra- de area or a common external tariff area or a monetary union or a regional association for economic cooperation; or (b) the adoption of an agreement designed to lead to the format- ion or extension of such a union or area within a reasonable length of time; or (c) any arrangement with a third party or parties in the same g- eographical region designed to promote regional cooperation in the economic, social, labour, industrial or monetary fie- lds within the framework of specific projects; or (d) the granting to a particular investor of the status of a “p- romoted person” under the law of either relevant place; or (e) any international agreement or arrangement, or any domestic legislation, relating wholly or mainly to taxation. ARTICLE 6 Expropriation and Compensation for Losses Each Contracting Party shall seek and obtain approval from the authorities of its relevant place to the effect that: 1. (a) In any case where investments of an investor from either re- levant place are subject, directly or indirectly, to any me- asure of expropriation, the investor concerned shall be acc- orded in the other relevant place fair and equitable treatm- ent on a non-discriminatory basis in relation to any such m- easure. No such measure shall be taken except for public pu- rposes and against payment of compensation. Such compensati- on shall be adequate, effectively realisable, made without delay and freely transferable in freely convertible currenc- ies. (b) The legality of any expropriation and the amount and method of payment of compensation shall be subject to review by due process of law. 2.Where investments of an investor of either relevant place in the other relevant place suffer loss owing to war or other ar- med conflict, revolution, a state of emergency, revolt, insur- rection or riot in the other relevant place, the investor con- cerned shall be accorded treatment, as regards restitution, i- ndemnification, compensation or other settlement, not less fa- vourable than would be accorded in the same circumstances to an investor of any third Party. ARTICLE 7 Transfers of Investments and Returns The investors of either relevant place shall be guaranteed the free transfer of the capital of and the returns from their inve-stments, subject to the right of the other relevant place to ex-ercise equitably and in good faith powers conferred by its laws and regulations, without undue delay in freely convertible curr-encies at the market rate of exchange prevailing on the date of the transfer. ARTICLE 8 Subrogation 1.If the authority of either relevant place or an agency design- ated by it makes payment to an investor under a guarantee cov- ering non-commercial risks which it has given in respect of a- ny investment, returns, and/or any part thereof in the other relevant place, the authority of the latter relevant place sh- all recognise: (a) the assignment, whether under law or pursuant to a legal tr- ansaction, of any right or claim from such an investor to t- he authority of the former relevant place or its designated agency; and (b) that the authority of the former relevant place or its desi- gnated agency is entitled by virtue of subrogation to exerc- ise the rights and enforce the claims of such an investor. 2.The authority of the former relevant place or its designated agency shall, accordingly, be entitled to assert, if it so de- sires, any such right or claim to the same extent as its pred- ecessor in title. 3.If the authority of the former relevant place acquires amounts in the lawful currency of the other relevant place or credits thereof by virtue of an assignment under subparagraph(a) of p- aragraph 1 of this Article, such amounts and credits shall be freely available to the authority of the former relevant place for the purpose of meeting its expenditure in the latter rele- vant place. ARTICLE 9 Settlement of Disputes between the Contracting Parties 1.Any dispute between the Contracting Parties concerning the in- terpretation or application of this Agreement shall, if possi- ble, be settled through consultation or negotiation. 2.If a dispute between the Contracting Parties cannot thus be s- ettled within six months, it shall at the request of either C- ontracting Party be submitted to an arbitral tribunal on such terms and conditions as the Contracting Parties may agree. ARTICLE 10 Disputes Relating to the Investments Any dispute between the relevant authorities of one Contracting Party and the investor of the other Contracting Party in connec-tion with the investment, shall, as far as possible, be settled amicably through negotiation between the parties to the dispute.If the dispute cannot thus be settled within six months from thebeginning of the negotiations, it shall, at the request of eith-er party to the dispute, be submitted for settlement to an ad h-oc arbitral tribunal, if so agreed by both parties to the dispu-te. ARTICLE 11 Entry into Force, Duration and Termination This Agreement shall enter into force on the date of its signat-ure. It shall remain in force for an initial period of ten years. It shall thereafter continue to be in force indefinitely, sub-ject to the right of either Contracting Party to terminate it bytwelve months’ prior notice in writing to the other Contracting Party, which notice may be given at any time after the expiry ofthe ninth year. However, with respect to investments approved inwriting and/or registered, as the case may require, prior to thedate of termination of this Agreement, the provisions of all of the other Articles of this Agreement shall continue to be effec-tive for a period of ten years from such date of termination. IN WITNESS WHEREOF, the undersigned, being duly authorized, havesigned this Agreement. DONE in duplicate, at Taipei, on this thirtieth day of April A.D. 1996, in the English language. FOR THE TAIPEI ECONOMIC AND FOR THE THAILAND TRADE AND TRADE OFFICE IN THAILAND ECONOMIC OFFICE IN TAIPEI [Signed] [Signed] STEPHAN HSU CHAISIRI ANAMARN REPRESENTATIVE EXECUTIVE DIRECTOR