Agreement
betweenthe Taipei Economic and Cultural Office in Thailand (TECO)
andthe Thailand Trade and Economic Office in Taipei (TTEO)
for the Promotion and Protection of Investments
The Taipei Economic and Cultural Office in Thailand and the Thailand
Trade and Economic Office in Taipei (hereinafter referred to collectively as“Contracting Parties” and individually as “Contracting Party”);

Recognising the need for mutual benefit to formulate an advanced
investment agreement based on the existing 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 signed in
Taipei, Taiwan on 30 April 1996;

Recognising that the promotion and the reciprocal protection of
investments, guided by the principles of responsible and sustainable investment,
will be conducive to the stimulation of individual business initiative and will
increase prosperity in the territories represented by the Contracting Parties; andRecognising further the importance of regulation to achieve legitimate
policy objectives with regard to the protection of the society, public health,safety, environment, public morals, labour rights, social or consumer protection
or for prudential financial reasons, the integrity of the financial system, thepromotion of essential security interests, the promotion and protection of cultural
diversity, and the right of the authorities of each territory to regulate and adopt
measures to ensure that these objectives are protected at the level that they eachconsider appropriate, in line with their respective principles.

Have agreed as follows:
SECTION A

1

Article 1 Objectives

The objectives of this Agreement are to encourage and promote the flow ofinvestment between territories of both Contracting Parties on a mutuallyadvantageous basis, under conditions of transparency within a stable frameworkof rules to ensure the protection and security of investments by investors of theother territory within each jurisdiction, while recognising the rights for theauthorities of the territories to regulate and their responsibilities to protect publichealth, public order, safety, and the environment.

Article 2 Definitions

For the purposes of this Agreement:

Territory means, with respect to each Contracting Party, the territory
represented by that Contracting Party.

Investment means foreign direct investment made by investors of a territory inthe other territory in accordance with the laws, regulations, and policies1 of thelatter in order to establish lasting economic relations, that has the characteristics
of an investment, including the commitment of capital or other resources, theexpectation of non-speculative gain or profit, and the assumption of risk, and that
includes every kind of asset, in particular, though not exclusively:(a) shares, stocks, bonds, loans and debentures of a company, and any othersimilar forms of participation in a juridical person, including rights derived
therefrom;

For the purposes of this definition, “policies” means those policies affecting an
investment that are endorsed and announced by the authorities of a territory in a written
form and made publicly available in a written form.
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(b) claims to money and any other right to perform under contract having
an economic value,2 including turnkey, construction, management, production orrevenue sharing contracts;(c) intellectual property and industrial property rights, know-how, trade
secrets, and goodwill, as recognised by the law of the authorities of the territory
where the investment is made and connected with the substantial business
operation of a juridical person of the host territory;(d) business concession, licence, authorisation, and permit conferredpursuant to laws and regulations or contracts3;(e) other movable and immovable property, and any other property rights
such as mortgages, liens, and pledges.

Any alteration of the form in which assets are invested shall not affect their nature
as an investment, provided that such alteration is consistent with the laws andregulations of the authorities of the territory where the investments were madeand the investment continues to have the characteristics listed in this Article.

Investor means a natural or juridical person of a territory that has made aninvestment in the other territory. For greater certainty,(a) a “natural person” is a citizen according to the laws of the authorities ofthat territory. A natural person who holds two or more citizenships shallbe deemed to be exclusively a citizen of his or her dominant and effective
citizenship; andFor greater certainty, the term “investment” does not mean claims to money that arise
solely from:a. commercial contracts for sale of goods or services; orb. the extension of credit in connection with such commercial contracts.
3
The term “investment” does not include an order or judgment entered in a judicial oradministrative action.
2

3

(b) a “juridical person” is an entity constituted or otherwise duly organizedunder the laws of the authorities of that territory and has its seats, together
with real economic interests, whether for profit or otherwise, in that
territory, including any incorporation, trust, partnership, joint venture,sole proprietorship, association or similar organization;

Returns means amounts yielded by an investment and in particular, though not
exclusively, includes profits, interests, capital gains, dividends, royalties or fees;
Freely usable currency means “freely usable currency” as determined by theInternational Monetary Fund (IMF) under its Articles of Agreement andamendments thereto, or any currency that is used to make international payments
and is widely traded in the international principal exchange markets;

Measure means any measure by authorities of one territory, whether in the formof a law, regulation, rule, procedure, decision, administrative action, practice that
directly affects investors and/or their investments, or any other form;

Measures adopted by the authorities of a territory includes measures takenby:(a) central or local authorities; or(b) other authoritative bodies in the exercise of powers delegated by central
or local authorities;

Disputing investor means an investor of a territory that makes a claim against
authorities of the other territory under Section B;

Disputing Party means authorities of a territory against which a claim is madeunder Section B;

Disputing parties means the disputing investor and the disputing Party;

4

Disputing party means either the disputing investor or the disputing Party;

Non-disputing Party means authorities of the territory of the disputing investor;

TRIPS Agreement means the Agreement on Trade-Related Aspects ofIntellectual Property Rights;

Third-party funding means any funding provided by a natural or juridical
person who is not a party to the dispute but who enters into an agreement with adisputing party in order to finance part or all of the cost of the proceedings inreturn for a remuneration dependent on the outcome of the dispute, or any
funding provided by a natural or juridical person who is not a party to the disputein the form of a donation or grant.

Article 3 Scope of Application

1. This Agreement shall apply to investments made directly or indirectly by aninvestor of one territory in the other territory, in existence as of the date of entry
into force of this Agreement or established, acquired or expanded thereafter, inconformity with its laws and regulations.

2. Notwithstanding any other provision of this Agreement, the authorities of aterritory shall not be prevented from taking measures for prudential financial
reasons, including for the protection of investors, depositors, policy holders or
persons to whom a fiduciary duty is owed by a financial service supplier, or toensure the integrity and stability of the financial system. Where such measures
do not conform to the provisions of this Agreement, they shall not be used as ameans of avoiding the obligations of the authorities of the territory under thisAgreement.

3. This Agreement shall not apply to:

5

(a)

subsidies or grants provided by the authorities of a territory or

continued receipt of such subsidies or grants, whether or not such subsidies or
grants are offered exclusively to domestic investors and investments;(b) measures which relate to the privatisation of public undertakings;(c) laws, regulations or requirements governing procurement by authorities
of a territory; and(d) taxation measures, except under Article 9 (Transfers) and Article 10(Expropriation and Compensation).

4. Nothing in this Agreement shall affect the rights and obligations of theauthorities of each territory under any international tax convention. In the eventof any inconsistency between this Agreement and any such convention, thatconvention shall prevail to the extent of the inconsistency.

5. Nothing in this Agreement shall affect the rights and obligations of theauthorities of each territory as a member of the World Trade Organization,
including the provisions under the Agreement on Trade-Related Investment
Measures.

6. Nothing in this Agreement shall be construed to require the authorities of aterritory to disclose information relating to the affairs and accounts of any
individual customers or any confidential or proprietary information in thepossession of public entities.

7. The provisions of this Agreement shall not affect the right of the authorities ofeach territory to regulate within their territory as may be necessary to achieve
legitimate policy objectives such as the protection of the society, public health,safety, environment, public morals, labour rights, social or consumer protection
or for prudential financial reasons, the integrity of the financial system, thepromotion of essential security interests or the promotion and protection ofcultural diversity.

6Article 4 Promotion of Investment
1 . The authorities of each territory shall encourage and create favourable
conditions in their territory for investments of the investors of the other territory.

2. The authorities of a territory shall within the framework of their legislation
give sympathetic consideration to applications for the entry and sojourn ofcitizens of the other territory who wish to enter that territory in connection withan investment; the same shall apply to employed persons of the other territory
who in connection with an investment wish to enter that territory and sojournthere to take up employment. Applications for permit shall also be given
sympathetic consideration.

3. The authorities of each territory shall ensure that their laws, regulations,judicial decisions, procedures and administrative rulings of general application
with respect to any matter covered by this Agreement which may affect theinvestments of investors of one territory in the other territory are published or
made publicly available.4

4. Each Contracting Party shall endeavour to designate a contact point to assist
investors to become acquainted with information relating to investment in its
territory.

Article 5 Corporate Social Responsibility

The authorities of each territory should encourage investors operating within
their territory and subject to their laws and regulations to voluntarily incorporate
into their internal policies those internationally recognised standards, guidelines

4

Nothing in this Agreement shall be construed to require the authorities of either territory tofurnish or allow access to information, the disclosure of which they consider would:(a) be contrary to the public interest as determined by their law;(b) be contrary to any of its legislation, including those protecting personal privacy or
the financial affairs and accounts of individual customers of financial institutions;(c) impede law enforcement; or(d) prejudice legitimate commercial interests of particular enterprises, public or private.

7

and principles of corporate social responsibility that have been endorsed or aresupported by the authorities of that territory. These standards, guidelines andprinciples address issues such as labour, the environment, human rights,
community relations, and anti-corruption.

Article 6 Non-discriminatory Treatment

1. The authorities of each territory shall in their territory accord to investors of
the other territory and their investments treatment, in like circumstances, asregards management, maintenance, use, enjoyment or disposal of theirinvestments, no less favourable than that which they accord to their own investors
or investors of any other territories and their investments, whichever is morefavourable, and subject to their laws and regulations.

2. The provisions of Paragraph 1 of this Article shall not be construed so as tooblige the authorities of a territory to extend to the investors of the other territory
the benefit of any treatment, preference or privilege by virtue of:(a) any customs union or free trade area or a monetary union or similarinternational agreements leading to such unions or other forms of regional
cooperation to which either territory is or may become a party; and(b) any international agreement or arrangement or any domestic laws andregulations relating wholly or mainly to taxation.
3. For greater certainty, the “treatment” accorded to investors of any other
territories and their investments as referred to in Paragraphs 1 and 2 does notinclude investor-to-state dispute settlement procedures provided for in otherinternational investment agreements and other trade agreements. Substantive
obligations in other international investment agreements and other trade
agreements do not in themselves constitute “treatment”, and thus cannot give rise
to a breach of this Article, absent measures adopted by the authorities of aterritory pursuant to such obligations.

8Article 7 Treatment of Investment

1. Investments of investors of either territory shall at all times be accorded fairand equitable treatment and shall enjoy full protection and security in the other
territory in accordance with customary international law. The authorities ofneither territory shall in any way impair by unreasonable or discriminatory
measures the management, maintenance, use, enjoyment or disposal ofinvestments of investors of the other territory.

2. The obligation in Paragraph 1 to provide:(a) “fair and equitable treatment” refers to the obligation not to deny justicein criminal, civil or administrative adjudicatory proceedings in accordance withthe principle of due process;(b) “full protection and security” requires the authorities of each territory
to take such measures as may be reasonably necessary to ensure the physicalprotection and security of investments; and(c) the concepts of “fair and equitable treatment” and “full protection andsecurity” do not require treatment in addition to or beyond that which is required
under customary international law and do not create additional substantive rights.

3. A determination that there has been a breach of another provision of thisSection, or of a separate international agreement, does not establish that there has
been a breach of this Article.

Article 8 Compensation for Losses
1. Investors of one territory whose investments in the other territory suffer losses
owing to war or other armed conflict, civil strife, revolution, a state of emergency,

9

revolt, insurrection, riot or other such similar activity in that other territory shallbe accorded by the authorities of the latter territory treatment, as regards
restitution, indemnification, compensation or other settlement, no less favourable
than that which the authorities of the latter territory accord, in like circumstances,to their own investors or to investors of any other territories, whichever is morefavourable to the investors. Resulting payments shall be freely transferable.
2. Without prejudice to Paragraph 1 of this Article, investors of one territory who,
in any of the situations referred to in that paragraph, suffer losses in the other
territory, resulting from:(a) requisitioning of their property by the latter’s forces or authorities; or(b) destruction of their property by the latter’s forces or authorities, which
was not caused in combat action or was not required by the necessity of thesituation

shall be accorded prompt, adequate and effective compensation or restitution inaccordance with Paragraphs 2 to 4 of Article 1 0 ( Expropriation andCompensation), mutatis mutandis. Resulting payments shall be freelytransferable.

Article 9 Transfers

1. The authorities of each territory shall allow, after the fulfillment of fiscal
obligations of the investors, the free transfer without delay, in a freely usable
currency, of:(a) capital and additional amounts intended to maintain or increase theinvestment;(b) profits, dividends, capital gains, and proceeds from the sale of all or any
part of the investment;

10(c) proceeds obtained from the total or partial liquidation of the investment;(d) interest, royalty payments, management fees, and technical assistanceand other fees relating to the investment;(e) payments paid under a contract relating to the investment;(f) payments arising out of the settlement of a dispute by any means
including adjudication, arbitration or the agreement of the authorities of aterritory to the dispute;(g) funds in repayment of loans relating to the investment;(h) compensation payable in accordance with Article 8 (Compensation forLosses) and Article 10 (Expropriation and Compensation); and/or(i) earnings and other remunerations received by the citizens of the other
territory for work or services done in connection with investments made in theirterritory in accordance with their laws and regulations.

2. The transfers referred to in the preceding paragraph shall be made without
delay at the prevailing market rate of exchange applicable on the date of thetransfer in the territory where the investment was made.

3. Notwithstanding Paragraphs 1 and 2, the authorities of a territory may delay
or prevent a transfer through the necessary, equitable, non-discriminatory andgood faith application of their laws and regulations relating to:(a) bankruptcy, insolvency or the protection of the rights of creditors;(b) issuing, trading or dealing in securities, futures or derivatives;(c) criminal or penal offences;11

(d) social security, public retirement or compulsory savings schemes;(e) ensuring compliance with the judgments in judicial or administrative
proceedings;(f) financial reporting or record keeping of transfers when necessary toassist law enforcement or financial regulatory authorities;(g) the integrity and stability of their currency, external financial positionor balance of payments consistent with their rights and obligations under the
Articles of Agreement of the IMF; and/or(h) taxation.

Article 10 Expropriation and Compensation

1. Investments of investors of either territory shall not be expropriated,nationalised or subjected to measures having effect equivalent to nationalisation
or expropriation (hereinafter referred as “expropriation”) in the other territory
except for public purposes, under due process of law, on a non-discriminatory
basis, and against prompt, effective and adequate compensation.

2. Compensation shall be equivalent to the fair market value of the expropriatedinvestments at the time when the expropriation was publicly announced or whenthe expropriation occurred, whichever is earlier. The fair market value shall notreflect any change in market value occurring because the expropriation had
become publicly known earlier.
3 . The compensation shall be fully realizable and shall be paid without any
restriction or delay. In the event of delay, it shall carry an appropriate interest inaccordance with the laws and regulations of the authorities of the territory where

12the expropriation occurred. The payment of such compensation shall be freelytransferable in a freely usable currency.
4. The investor affected shall have a right, under the laws of the authorities of theterritory where the expropriation occurred, to review, by a judicial or otherindependent authority of that territory, of his or its case and of the valuation of
his or its investment in accordance with the principles set out in this Article. The
authorities of the territory where the expropriation occurred shall make every
endeavour to ensure that such review is carried out promptly.

5. This Article does not apply to the issuance of compulsory licenses granted inrelation to intellectual property rights or to the revocation, limitation or creationof intellectual property rights, to the extent that such issuance, revocation,
limitation or creation is consistent with the TRIPS Agreement.
6. This Article shall be read in conjunction with the Annex on Expropriation.

Article 11 Subrogation

1. If the authorities of a territory, or an agency designated by them, make apayment to an investor of their territory under a policy of insurance against
noncommercial risks, which they have given in respect of any investment or any
part thereof in the other territory, the authorities of the latter territory shallrecognise:(a) the assignment, whether under law or pursuant to a legal transaction, of
any right or claim from such an investor to the authorities of the former territoryor their designated agency; and(b) that the authorities of the former territory or their designated agency areentitled by virtue of subrogation to exercise the rights and enforce the claims ofsuch an investor.

13

The authorities of the former territory or their designated agency shall,accordingly, be entitled to assert, if they so desire, any such right or claim to thesame extent as their predecessor in title.

2. If the authorities of the former territory acquire amounts in the lawful currencyof the other territory or credits thereof by virtue of an assignment under Paragraph1(a) of this Article, such amounts and credits shall be freely available to them forthe purpose of meeting their expenditures in the other territory.

3. In the exercise of subrogated rights or claims, the authorities of a territory or
an agency designated by them exercising such rights or claims shall disclose thecoverage of the claims arrangement with their investors to the authorities of theother territory referred to in Paragraph 1.

Article 12 General Exceptions

1. Subject to the requirement that such measures are not applied in a manner
which would constitute a means of arbitrary or unjustifiable discrimination
between the authorities of the territories, their investors or their investments
where like conditions prevail, or a disguised restriction on investors of any
territory or their investments, nothing in this Agreement shall be construed toprevent the adoption or enforcement by the authorities of a territory of measures:(a) necessary to protect public morals or to maintain public order;5(b) necessary to protect human, animal or plant life or health;(c) necessary to secure compliance with laws or regulations which are notinconsistent with the provisions of this Agreement including those relating to:(i) the prevention of deceptive and fraudulent practices to deal with theeffects of a default on a contract;

5 For the purpose of this subparagraph, footnote 5 of Article XIV of the GATS is incorporated
into and forms part of this Agreement, mutatis mutandis.

14

(ii) the protection of the privacy of the individual in relation to theprocessing and dissemination of personal data and the protection ofconfidentiality of individual records and accounts; and(iii) safety;(d) aimed at ensuring the equitable or effective6 imposition or collection of
direct taxes in respect of investors of either territory or their investments;(e) imposed for the protection of national treasures of artistic, historic orarchaeological value; or(f) relating to the conservation of exhaustible natural resources if suchmeasures are made effective in conjunction with restrictions on domestic
production or consumption.

2. Insofar as measures affecting the supply of financial services are concerned,
Paragraph 2 (Domestic Regulation) of the Annex on Financial Services of GATS
shall be incorporated into and form an integral part of this Agreement, mutatis
mutandis.

Article 13 Security Exceptions

Nothing in this Agreement shall be construed:(a) to require the authorities of either territory to furnish any information,
the disclosure of which they consider contrary to their essential security interests;(b) to prevent the authorities of either territory from taking any action
which they consider necessary for the protection of their essential security
interests, including but not limited to:

6 For the purpose of this subparagraph, footnote 6 of Article XIV of the GATS is incorporated
into and forms part of this Agreement, mutatis mutandis.

15

(i) action relating to fissionable and fusionable materials or the materials
from which they derived;(ii) action relating to the traffic in arms, ammunition and implements of
war and to such traffic in other goods and materials as is carried on directly or
indirectly for the purpose of supplying a military establishment;(iii) action taken so as to protect critical public infrastructure fromdeliberate attempts intended to disable or degrade such infrastructure; and(iv) action taken in time of war or other emergency in domestic orinternational relations; or(c) to prevent the authorities of either territory from taking any action inpursuance of their obligations under the United Nations Charter for the
maintenance of international peace and security.

Article 14 Denial of Benefits

Subject to prior notification and consultation, the authorities of a territory may
deny the benefits of this Agreement to:(a) investors of the other territory where the investment is being made by ajuridical person that is owned or controlled by persons of any other territories andthe juridical person has no substantive business operations in that other territory;or(b) investors of the other territory where the investment is being made by ajuridical person that is owned or controlled by persons of the denying authorities.
SECTION B:
Section B.1: Settlement of Disputes between an Investor of a Territory andAuthorities of the other Territory of a Contracting Party

Article 15 Scope161. This Section shall apply to investment disputes between an investor of aterritory and authorities of the other territory arising out of an alleged breach of
Article 6 (Non-discriminatory Treatment), Article 7 (Treatment of Investment),
Article 8 (Compensation for Losses), Article 9 (Transfers), Article 10(Expropriation and Compensation), and Article 11 (Subrogation) which directly
causes loss or damage to the investment.

2. This Section shall not apply to:(a) investment disputes arising out of events which occurred prior to theentry into force of this Agreement;(b) disputes where the disputing investor holds the citizenship of theterritory of the disputing Party; and(c) disputes arising out of an investment which has not been made in goodfaith, for example, one involving corruption or illegality.

Article 16 Good Offices, Conciliation and Mediation

1. The disputing parties may agree in writing, at any time, to initiate alternative
dispute resolution proceedings, which may include the use of non-binding, thirdparty procedures, particularly good offices, mediation, and conciliation.

2. Recourse to mediation and conciliation is without prejudice to the legal
position or rights of either disputing party under this Section. The relevant
procedures shall be governed by the rules agreed by the disputing parties.

3. The disputing parties may agree to conciliation proceedings pursuant to the
UNCITRAL Conciliation Rules, ICSID Conciliation (Additional Facility) Rules
or any other fora.

17

4. The disputing parties may agree to mediation in accordance with the mediation
rules and/or under the administration of any fora recognised by authorities ofeach territory. The disputing parties agree to participate in the mediation in goodfaith and undertake to abide by the terms of any settlement reached.

5. Where the disputing parties have agreed to a solution, each disputing party
shall take the measures necessary to implement the mutually agreed solution
within the agreed timeframe.

6. Nothing in this Article shall preclude the disputing parties from having
recourse to other forms of alternative dispute resolution.

Article 17 Amicable Resolution and Consultations
1 . In the event of a dispute between an investor of a territory and authorities ofthe other territory, the disputing parties shall as far as possible resolve the disputeamicably through negotiations, and where possible, before the submission of arequest for consultations. An amicable resolution may be agreed at any time
including after arbitration pursuant to Article 19 ( Submission of a Claim) has
been commenced.
2 . Where a dispute cannot be resolved as provided for under Paragraph 1 , thedisputing investor alleging a breach of this Agreement as specified underParagraph 1 of Article 1 5 ( Scope) shall submit a request in writing for
consultations to the disputing Party.

3. With the objective of resolving an investment dispute through consultations, adisputing investor shall provide the disputing Party in the request, prior to thecommencement of consultations, the following information:(a) the name and address of the disputing investor;

18

(b) the provisions of this Agreement as specified under Paragraph 1 of
Article 15 (Scope) alleged to have been breached;(c) the legal and factual basis for the dispute, including the treatment
alleged to breach the provisions of this Agreement as specified under Paragraph
1 of Article 15 (Scope); and(d) the relief sought and the estimated loss or damage allegedly caused tothe disputing investor.
4. The request for consultations shall be submitted within three years of the dateon which the disputing investor becomes or should have become aware of thetreatment alleged to breach the provisions of this Agreement as specified underParagraph 1 of Article 1 5 ( Scope) which directly causes loss or damage to theinvestment.
5. Consultations shall commence within 60 days of receipt by the disputing Partyof the request for consultations, unless the disputing parties otherwise agree.
6. In the event that the disputing investor has not submitted a claim to arbitration
pursuant to Article 19 (Submission of a Claim) within 18 months of submitting
the request for consultations, the disputing investor shall be deemed to havewithdrawn its request for consultations, any notice of intent to arbitrate and tohave waived its rights to bring such a claim. This period may be extended byagreement between the disputing parties.

7. The time periods referred to in Paragraphs 4 and 6 shall not render a claim
inadmissible where the disputing investor can demonstrate that the failure to
request consultations or submit a claim to arbitration is due to the disputing
investor’s inability to act as a result of actions deliberately taken by the disputing
Party, provided that the disputing investor acts as soon as it is reasonably able to
act.

19

Article 18 Notice of Intent to Arbitrate

If an investment dispute has not been resolved within six months from the dateof receipt by the disputing Party of the request for consultations, the disputing
investor may, subject to this Section, submit a notice of intent to arbitrate to thedisputing Party which shall specify in writing the disputing investor’s intention
to submit the claim to arbitration pursuant to Article 19 (Submission of a Claim)and contain the information as stipulated in Paragraph 3 of Article 17 (Amicable
Resolution and Consultations).

Article 19 Submission of a Claim

1. No earlier than three months from the date of the written notice of intent
delivered pursuant to Article 18 (Notice of Intent to Arbitrate), the disputing
investor may submit the claim to one of the following dispute settlement
mechanisms:(a) the competent courts or administrative tribunals of the territory theinvestment was made, provided that such courts or administrative tribunals havejurisdiction;(b) arbitration under the Arbitration Rules of the United Nations
Commission on International Trade Law (UNCITRAL) as revised in 2010; or(c) any other arbitration or arbitration institution as agreed by the disputing
parties.

2. Once the investor has submitted the dispute to any of the settlement procedures
listed in Paragraph 1 (b) or (c) of this Article, the choice of the procedure is final.

Article 20 Conditions and Limitations on Submission of Claim to
Arbitration20

1. The dispute shall be submitted to arbitration under Paragraph 1(b) or ( c) of
Article 19 (Submission of a Claim) in accordance with this Section, and shall be
conditional upon:(a) the submission of the claim is accompanied by the disputing investor’sconsent in writing to arbitration in accordance with the procedures set out in thisSection and the disputing investor’s designation of one of the fora referred to in
Paragraph 1(b) or ( c) of Article 19 (Submission of a Claim) as the forum for
dispute settlement;(b) the request for consultations and the notice of intent to arbitrate
submitted by the disputing investor fulfilled the requirements set out in Paragraph
3 of Article 17 (Amicable Resolution and Consultations) and Article 18 (Noticeof Intent to Arbitrate); and(c) the submission of the claim under Paragraph 1(b) or ( c) of Article 19(Submission of a Claim) is accompanied by the disputing investor’s written
waiver of its right to initiate or continue any proceedings before the courts oradministrative tribunals in the territory the investment was made, or any pending
claim concerning the same treatment as alleged to breach the provisions listed in
Article 15 (Scope) submitted to another international tribunal establishedpursuant to this Section or any other agreement.

2. For greater certainty, a tribunal shall decline jurisdiction where the dispute hadarisen, or was very likely to arise, at the time when the disputing investoracquired ownership or control of the investment subject to the dispute, and thetribunal determines based on the facts that the disputing investor has acquired
ownership or control of the investment for the main purpose of submitting theclaim to arbitration under this Section. This is without prejudice to otherjurisdictional objections which could be entertained by the tribunal.

Article 21 Conduct of Arbitration21

1. A disputing Party may, no later than three months after the constitution of thetribunal, file an objection that a claim is inadmissible or that a claim is otherwise
outside the jurisdiction or competence of the tribunal. A disputing Party may also
file an objection that a claim is manifestly without legal merit. The disputing
Party shall specify as precisely as possible the basis for the objection.

2. On the receipt of an objection pursuant to Paragraph 1, the tribunal shallsuspend the proceedings on the merits and establish a schedule for considering
the objection consistent with any schedule it has established for considering anyother preliminary question. The disputing parties shall be given a reasonable
opportunity to present their views and observations to the tribunal. The tribunal
shall address any such objection as a preliminary question apart from the meritsof the claim and issue a decision or award on the objection, stating the grounds
therefor.

3. The disputing Party does not waive any objection as to inadmissibility,
jurisdiction or competence, or any argument on the merits, merely because thedisputing Party did or did not raise an objection under Paragraph 1.

4. The tribunal may, if warranted, award the prevailing party reasonable costs
and fees incurred in submitting or opposing the objection. In determining whether
such an award is warranted, the tribunal shall consider whether either the claimor the objection was frivolous or manifestly without legal merit, and shall provide
the disputing parties a reasonable opportunity to comment.

5. Where an investor claims that the disputing Party has breached Article 10(Expropriation and Compensation) by the adoption or enforcement of a taxation
measure, the disputing Party and the non-disputing Party shall, upon request fromthe disputing Party, hold consultations between relevant authorities with a view
to determining whether the taxation measure in question has an effect equivalent
to expropriation or nationalisation. Any tribunal that may be established pursuant
to this Section shall accord serious consideration to the decision of the authoritiesof the territories under this Paragraph.

22

6. If the authorities of both territories fail either to initiate the consultations
referred to in Paragraph 5, or to determine whether such taxation measure has aneffect equivalent to expropriation or nationalisation within 180 days from thedate of receipt of the request for consultations referred to in Article 17 (Amicable
Resolution and Consultations), the disputing investor shall not be prevented from
submitting its claim to arbitration in accordance with this Section.

Article 22 Counterclaim

A disputing Party may submit a counterclaim for damages arising directly
out of the subject matter of the dispute before any tribunal established pursuant
to this Agreement.

Article 23 Selection of Arbitrators

1. The disputing parties shall appoint three arbitrators, as stipulated in theapplicable arbitration rules, which altogether constitute an arbitral tribunal.

2. Any persons appointed as an arbitrator shall have expertise or experience inpublic international law, international investment law or in the settlement ofdisputes under international investment agreements. An arbitrator shall be chosen
strictly on the basis of impartiality, reliability, and independence, and shall befree of any actual or potential conflict of interest. An arbitrator shall conduct
himself or herself in accordance with the code of conduct under applicablearbitration rules.

3. Members of the tribunal shall not act as legal counsel or shall not have acted
as legal counsel for the last two years in any investment dispute under thisAgreement.

23

4. Members of the tribunal and their staff shall be independent of, and not be
affiliated with or take instructions from, either disputing party or the authorities
of both territories with regard to matters related to the dispute. They shall notparticipate in the consideration of any dispute that would create a direct orindirect conflict of interest, including as legal counsel, party-appointed expert orwitness.

5. If a disputing party considers that an arbitrator does not meet the requirements
set out in Paragraph 2, it shall send a notice of challenge to the appointment of
the arbitrator within 45 days of the date on which:(a) the disputing party was notified of the appointment of the arbitrator; or(b) the disputing party first became aware of the arbitrator’s alleged failure
to meet such requirements.

The notice of challenge shall be sent to the other disputing party and allarbitrators, and it shall state the reasons for the challenge.

6. A decision on the challenge shall be taken by the person, persons or competentbody in accordance with the applicable arbitration rules.

Article 24 Place of Arbitration

Unless the disputing parties otherwise agree, the tribunal shall determine theplace of arbitration in accordance with the applicable arbitration rules, provided
that the place shall be in either territory or a party to the Convention on the
Recognition and Enforcement of Foreign Arbitral Awards, adopted at the United
Nations in New York on 10 June 1958.

Article 25 Consolidation of Claims

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Where two or more claims have been submitted separately to arbitration under
Article 19 (Submission of a Claim) and the claims have a question of law or factin common and arise out of the same or similar events or circumstances, allconcerned disputing parties may agree to consolidate those claims in any manner
they deem appropriate.

Article 26 Governing Law

1. Subject to Paragraphs 2 and 3, when a claim is submitted under Article 19(Submission of a Claim), the tribunal shall decide the issues in dispute inaccordance with this Agreement, the applicable rules of international law and,
where applicable, any relevant domestic laws of the disputing Party.

2. The tribunal shall, on its own account or at the request of a disputing party,
request that the Joint Committee on Investment (“JCI”) established under Article
30 (Joint Committee on Investment) issues a joint decision declaring theinterpretation of any provision of this Agreement that is at issue in a dispute. The
JCI shall submit in writing any joint decision declaring its interpretation to thetribunal within 90 days of the delivery of the request. Without prejudice toParagraph 3, if the JCI fails to issue such a decision within 90 days, anyinterpretation submitted by the authorities of either territory shall be forwarded
to the disputing parties and the tribunal, which shall decide the issue on its own
account.

3. A joint decision issued by the JCI declaring its interpretation of a provision ofthis Agreement shall be binding on a tribunal, and any decision or award issued
by a tribunal must be consistent with that joint decision. In the case that the JCI
is unable to issue an interpretation within 90 days as stipulated in this Article, it
shall submit a request in writing to the tribunal to consider extending such
timeframe.

Article 27 Third-Party Funding25

1. In case of third-party funding, the disputing party benefiting from it shall notify
the other disputing party and the tribunal, or where the tribunal is not established,
the appointing authority of the tribunal, of the existence and nature of the funding
arrangement, and the name and address of the third-party funder. If the thirdparty funder is a juridical person, this notice shall include the names of thepersons that own or control that juridical person.

2. Such notice shall be made at the time of submission of a claim, or, when thefinancing agreement is concluded or the donation or grant is made after thesubmission of a claim, without delay as soon as the agreement is concluded or
the donation or grant is made.

Article 28 Awards

1. The disputing parties may agree on a resolution of the dispute at any time
before the tribunal issues its final award.

2. If the arbitral tribunal finds that the disputing Party has breached one or moreobligations listed in Paragraph 1 of Article 15 (Scope), it may award
compensation for the losses suffered by the disputing investor. Compensation
shall be limited to direct losses, and may only include loss of future profits wheresuch profits are financially assessable, probable, and reasonably foreseeable. The
determination of such loss of future profits shall be made on a case-by-case basis
and take into consideration, among other factors, whether the disputed
investment has a record of profitability and the investor can provide the evidence
that such profitability will continue.

3. The tribunal may award, separately or in combination, only:(a) monetary damages and any applicable interest; and/or26

(b) restitution of property, in which case the award shall provide that the
disputing Party may pay monetary damages and any applicable interest in lieu ofrestitution.

4. A tribunal may also award costs and fees in accordance with this Section andthe applicable arbitration rules.

5. A tribunal may not award punitive damages.

6. All arbitral awards shall be final and binding on the disputing parties and shallbe enforced in accordance with the laws of the disputing Party.

7. All sums received or payable as a result of a settlement shall be freelytransferable in a freely usable currency.
Section B.2: Settlement of Disputes between the Authorities of the
Territories of the Contracting Parties

Article 29 Settlement of Disputes between the Authorities of the Territoriesof the Contracting Parties

1. Any dispute between the authorities of the territories of the Contracting Parties
concerning the interpretation or application of this Agreement shall, if possible,
be settled amicably through consultation or negotiation.

2. If a dispute cannot thus be settled within six months, it shall, at the request ofeither Contracting Party, be submitted to an arbitral tribunal on such terms andconditions as the Contracting Parties may agree.

SECTION C

Article 30 Joint Committee on Investment27

1. For the purposes of the effective implementation and operation of thisAgreement, a Joint Committee on Investment (“JCI”) composed of senior
representatives of the authorities of each territory shall be established.

2. The JCI shall meet whenever necessary. Each Contracting Party may request
at any time, through a notice in writing to the other Contracting Party, that ameeting of the JCI be held. The request shall provide sufficient information tounderstand the basis for the request, including, where relevant, identification of
the issues in dispute. Such a meeting shall take place within 60 days of receipt of
the request, unless the Contracting Parties agree otherwise.

3. The functions of the JCI shall be to:(a) facilitate the consultation, negotiation, and settlement of investment
disputes between a disputing investor and authorities of the other territory with aview to settling such disputes amicably;(b) supervise and review the implementation and operation of thisAgreement;(c) exchange information on any matters related to this Agreement;(d) review case law of investment arbitration tribunals relevant to theimplementation of this Agreement; and(e) issue an interpretation of a provision of this Agreement, which shall bebinding on a tribunal established under Section B.1 (Settlement of Disputes
between an Investor of a Territory and Authorities of the other Territory of aContracting Party) pursuant to Article 26 (Governing Law).

4. The JCI shall establish its rules of procedure.

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Article 31 Final Provisions

1. This Agreement may be amended in writing by mutual consent of theContracting Parties. Any amendment shall enter into force after each Contracting
Party has notified the other Contracting Party in writing that it has completed allinternal requirements for the entry into force of such amendment.

2. Each Contracting Party shall notify the other in writing of the completion of
the internal legal procedures required in its territory for the entry into force of
this Agreement. This Agreement shall enter into force on the date of the latter of
the two notifications.

3. This Agreement shall remain in force indefinitely unless either Contracting
Party notifies the other Contracting Party in writing of its intention to terminate
it. The termination of this Agreement shall become effective one year after noticeof termination has been received by the other Contracting Party. In respect ofinvestments made prior to the date when the termination of this Agreement
becomes effective, the provisions of this Agreement shall remain in force for aperiod of ten years.

4. Upon the entry into force, this Agreement shall supersede and replace theAgreement between the Taipei Economic and Trade Office in Thailand and theThailand Trade and Economic Office in Taipei for the Promotion and Protectionof Investments signed on 30 April 1996.

5. The Annex to this Agreement shall form an integral part of this Agreement.

Done in duplicate in the English language.

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ANNEX on EXPROPRIATION

1. An action or a series of related actions by the authorities of a territory cannot
constitute an expropriation unless it interferes with a tangible or intangible
property right in an investment and eliminates all or substantially all of its value.

2. Article 10 (Expropriation and Compensation) addresses two situations:(a) the first situation is where an investment is nationalised or otherwise
directly expropriated through formal transfer of title or outright seizure; and(b) the second situation is where an action or a series of related actions by
the authorities of a territory has an effect equivalent to direct expropriation without
formal transfer of title or outright seizure.

3. The determination of whether an action or a series of related actions by theauthorities of a territory, in a specific fact situation, constitutes an expropriation of
the type referred to in Paragraph 2(b), requires a case-by-case, fact-based inquiry
that considers, among other factors:(a) the economic impact of the action or the series of related actions by theauthorities of that territory, although the fact that such action or series of related
actions has an adverse effect on the economic value of an investment, standing
alone, does not establish that such an expropriation has occurred;(b) whether the action or the series of related actions by the authorities ofthat territory breaches their prior binding written commitment to the investor
whether by contract, licence or other legal document; and(c) the character of the action or the series of related actions by the authoritiesof that territory, including its objective and whether it is disproportionate to the
public purpose referred to in Article 10 (Expropriation and Compensation).

4. Non-discriminatory regulatory actions by the authorities of a territory that aredesigned and applied to achieve legitimate policy objectives such as the protectionof public health, safety and the environment do not constitute expropriation.

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