b) on the raising of loans, c) on alterations and additions to the rules, more particularly alterations and amplifications of the objects of the Company. 66 Art. 38.-Resolutions on matters denoted in Art. 36 under No. 3 are only binding, if at least three quarters of the shares are represented at the meeting. If this is not the case, an extraordinary General Meeting may be convened for the same purpose within the following six weeks, at which meeting a binding_resolution may be passed, even if less than three quarters of the shares are represented. Besides, it is necessary for the validity of such a resolution that it be passed by a majority of not less than two thirds of the votes represented at the meeting. Alterations and additions to these rules (Art. 37, c) may be passed only by a majority of not less than two thirds of the votes represented at the meeting. Excepting these regulations, resolutions of the General Meeting are to be passed by absolute majority. With even votes the resolution shall be considered lost. "If at elections, objection is raised against any other modus proposed, the voting has to be done by handing in ballot-papers and an absolute majority is necessary for election. If an absolute majority is not attained at the first voting, the further voting is limited to those two members who have received most of the votes. When votes are even, lots will be drawn. "The minutes of the General Meeting shall be written by a notary, and shall be signed by the chairman and the scrutineers, if such have been appointed. The results only of the discussions shall be embodied therein. The naming of every individual member present is not required, but a list, signed by the chairman, of the members present or represented with a statement of the number of their votes shall be attached to the minutes of the meeting. A certificate of the elections by the notary writing the minutes serves as legitimation to those elected. "Art. 39.-The redemption of the bonus shares (Art. 13) requires an alteration of the rules. All proprietors of bonus shares are subject to an agreement as to their redemption, if at a meeting of the proprietors, to be convened by advertisement (Art. 5) stating the object of the agenda, the agreement is approved by them with not less than two thirds of the votes represented in the voting. At this meeting each bonus share shall be allowed one vote. The Supervisory Committee shall decide on the manner of the further proceedings at the meeting. "V.-DISSOLUTION. "Art. 40.-In case of the dissolution of the Company, after payment of all debts, the property, calculated in Marks, shall be divided among the members in proportion to the instalments paid on the shares up to the amount of such instalments, and the surplus if any, shall be divided at the rate of 50% among the members in the same proportions and 50% among the proprietors of the bonus shares. "The distribution shall not take place before the expiry of one year, counted from the day, on which the dissolution of the Company has been published in the Deutscher ReichsAnzeiger' with an invitation to the creditors to hand in their claims. 66 Until conclusion of the distribution proceedings the constitution of the Company and its jurisdiction remains as heretofore. "A partial return of the share capital to the members is subject to the same conditions as the dissolution of the Company. "VI.-COURT OF CONTROL. "Art 41.-The control of the Company is exercised by the Imperial Chancellor, who may appoint one or more Commissioners for this purpose. These Commissioners are entitled to take part in the meetings of the Supervisory Committee and in the General Meetings and to demand at any time a report from the Supervisory Committee on the business of the Company, also to inspect the books and documents of the same, and to convene at the expense of the Company an extraordinary General Meeting, if a request for such by members of the Company entitled thereto (Art. 36, No. 2) is not followed out or if other important reasons should exist. Art. 42. Subject to the approval of the controlling authorities are: 1) the raising of loans and the issue of further shares, 2) the resolutions of the Company according to which an alteration of or additions to the rules shall result, or according to which the Company shall be dissolved, amalgamated with another or its legal form altered. "VII. TRANSITIONARY REGULATIONS. "Art. 43.-The total of the 60,000 shares are taken over by the founders of the Company as named hereafter, viz: 1) by the Direction der Disconto-Gesellschaft 3) by the Deutsche Bank 4) by the Bank für Handel und Industrie 5) by the Berliner Handelsgesellschaft 6) by the Dresdener Bank 7) by the Nationalbank für Deutschland 8) by the Schaffhausen'scher Bankverein 10) by Robert Warschauer & Co. 11) by Born & Busse 12) by Jacob S. H. Stern 13) by L. Behrens & Soehne 14) by the Norddeutsche Bank in Hamburg 15) by Messrs. Sal. Oppenheim jr. & Co. . shares 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 On_the_above mentioned 60,000 shares taken over by the founders 25% have been paid up by them namely 50 Marks on each share. 66 Art. 44.-The first Supervisory Committee is to be elected at the constitutive General Meeting in the year 1900. The regulations of Art. 25 of the rules shall apply to the Supervisory Committee to be elected at this meeting. "The first Supervisory Committee appoints immediately after the constitutive General Meeting its president and vice-president and resolves on the constitution of the Board of Directors and elects the Directors. All this shall be valid by the votes of members present in the foregoing General Meeting, even if less than half of the members of the Supervisory Committee have been present. Absent members need not to be called or asked for a declaration as to the acceptance of their election. "Art. 45.-The president of the Supervisory Committee and the vice-president shall be authorised to petition the Imperial Chancellor for the approval of these rules and for the bestowal of the privileges of incorporation provided for in Par. 9 of the Law of 15th March, 1888, also to order any additions to and alterations of these rules, required by the Imperial authorities with binding power upon the Company and upon all the founders and original shareholders thereof. 66 'Art. 46.-The first ordinary General Meeting_assembling in the year 1900 shall decide on the remuneration which shall be granted to the Supervisory Committee up to the business year 1903/1904 provided no share of profit in accordance with Art. 18 is payable before that year." The foregoing Rules of the Schantung Berghau Gesellschaft, dated October 10th, 1899, remained in force until February 12th, 1913, when the General Meeting resolved to accept the offer made by the Schantung Eisenbahn Gesellschaft to take over the entire mining property against an issue of 5400 new Railway shares (at par), and to go into liquidation forthwith,-which resolution received the sanction of the German Imperial Chancellor on March 13th, 1913. By a Decree of the German Imperial Chancellor, dated March 13th, 1913, and by virtue of 89 of the foregoing "Concession" of June 1st, 1899, approval was given to the liquidation of the Schantung Bergbau Gesellschaft, and to the transfer of the concession for mining in Shantung to the Schantung Eisenbahn Gessellschaft, on the condition that the tax payable by the latter Company for dividends exceeding 5% on the capital of the Railway Company-in accordance with § 11 of the Railway Concession granted to that Company, June 1st, 1899 (annexed to No. 1900/3, ante, at page 240)—should be calculated upon the entire net profits of the Railway Company, regardless whether such profits result from the working of the railway and/or mines and/or from other operations undertaken by the Railway by virtue of the Rules dated February 12th, 1913 (annexed to No. 1900/3, p. 243, ante). In the meanwhile, the Schantung Bergbau Gesellschaft had arranged with the Chinese authorities to liquidate its claim to a general privilege in respect to mining within a zone of 30 li along the railways in Shantung, in exchange for a concession of specific mining areas, by an Agreement under date of July 24th, 1911, of which the following is a translation from the Chinese text: Agreement for Delimitation of Mining Areas in Province of Shantung.-July 24, 1911. "The Government of Shantung being now in accord regarding the readjustment of the mining rights along the line of the railway, the substance of the agreement with the Shantung Mining Corporation (Schantung Bergbau Gesellschaft) is embodied in the following Articles : "Article I.-The Shantung Government and the Schantung Bergbau Gessellschaft confirm, as originally agreed, that the mines of Fangtzu and Tzu-ch'uan together with those of Chinling-chen and Chang-tien for the space of 30 li wide shall be exclusively operated by the Schantung Bergbau Gesellschaft. "Article II.-The above specified mining territory of the Schantung Bergbau Gesellschaft is defined on a separate map which constitutes an important integral part of this Agreement. All mining rights within this area belong to the Schantung Bergbau Gesellschaft. Chinese Mining Companies have no rights there. Article III.-Outside of the special rights reserved by the Schantung Bergbau_Gesellschaft as specified above, the rights to mines within 30 li of the finished Shantung Railway and of the unfinished Tientsin-Pukow Railway and of the recently surveyed KiaochowIchow Railway which were originally granted by China to the Schantung Bergbau Gesellschaft are hereby cancelled. 66 Article IV. The original purpose of the Schantung Bergbau Gesellschaft was to preserve the right to operate mines in Po-Shan and Tzu-ch'uan within_the_30-li belt. Now in order to display a friendly spirit it is agreed that the rights in Po-Shan Hsien are relinquished; also in Tzu-ch'uan from Ta-k'uei-shan, through Lung-K'ou-Chen towards the northwest south of the oblique line through the eastern part of Tzu-ch'uan Hsien the mining rights are relinquished, and restored to China. "Article V.-The mines of Fang-tzu within the jurisdiction of Wei Hsien were formerly included in the 30-li belt as well as Ch'ang Lo and An Ch'in Hsiens. Now the Schantung Bergbau Gesellschaft, in order to show friendship, returns to China its rights to the mines of Po-Shan Hsien. Also the mining rights are returned to China in Tzu-Chow south of the diagonal line from Ta K'uei Shan through Lung K'ou Chen toward the north-west through Tzu-Chow Hsien. "Article VI.-The mining area map agreed upon between the Shantung Government and the Schantung Bergbau Gesellschaft is issued in four sheets as follows: (a) Mining areas in Tzu-Chow, Chin-ling Chen_and_Chang Tien. (b) Mining areas on the southern boundary of Tzu-Chow. (c) Mining areas in Wei Hsien and Ch'ang Lo Hsien. (d) General map. Ch'iu Hsiens which were included within the 30-li belt, although the Gesellschaft in order to show friendship has turned back to China its rights in the north-west part of An Ch'iu Article VII. In Fang-Tzu, under the jurisdiction of Wei Hsien and in Lo-an and An Hsien yet it retains its rights in Ch'ang Lo Hsien and Ta Ching Shan to a distance of 10 Chinese li from Fang-Tzu. 66 Article I.-Along the line of the Shantung Railway in the regions of Chang-Ch'iu, TzuChow and Po-Shan Hsien, which have been relinquished by the Gesellschaft, Chinese are forbidden to open mines on a large scale before the year 1920. After that date Chinese officials and merchants may decide for themselves. 'Article II.-Within one month of the exchange of ratifications of this Agreement between the Chinese and German Governments the native mines within the railway zone shall be closed. Article III.-According to the Mining Regulations of the 26th Year of Kuanghsu, i.e., A. D. 1900, the mining operations of the Schantung Bergbau Gesellschaft shall be specially protected. "Article IV.-If the Chinese Government or Chinese merchants wish to carry on mining operations in the areas relinquished by the Gesellschaft according to this Agreement, whenever the capital is insufficient they must borrow German capital. If they require supplies of machinery they must purchase German materials and if they wish to engage foreign experts, they must engage Germans. China undertakes to pay Mex. $210,000 to be expended by the Schantung Bergbau Gesellschaft in surveying, in purchasing land and in meeting other necessary expenses. Within one year after the signing of this Agreement this shall be paid in two instalments. As soon as possible after the signing of this Agreement the Schantung Bergbau Gesellschaft shall make a full report to China regarding its surveys and purchase of land, with maps and observations. "SECTION IV. "In operating iron mines near Ching-ling-chen the Mining Regulations of the 26th year of Kuanghsu (A. D. 1900) must be conformed to without evasion. It is, further, the expectation of the Chinese officials that an iron-works shall be opened near these mines, the capital of which shall be subscribed by China and Germany jointly. It is stipulated that the call on Chinese for capital shall be limited to about $500,000. The detailed regulations will be drawn up when the iron works are to be opened. "This Agreement is drawn up in both the Chinese and the German languages, both versions to agree in meaning, in four copies. To each are attached four sheets of mining territory maps. The deputies of the two nations will mutually exchange the original copies with the Supplement and sheets as proofs of the Agreement which both are to observe. "July 24, 1911 (Hsuant'ung, 3rd Year, 6th Moon, 29th day). Signed: "HSIAO YING-P'eng (CH'Un?), Industrial Taotai cf Fengtien. "YU TSE-TA, Financial Commissioner of Shantung. "AI-MEI-LO-LIU-HAI-ERH,' Managing Director of the Schantung Bergbau Gesellschaft. "P'EI CHIH-CHIH,' German Consul at Tsinan Fu." NUMBER 1900/5. GERMANY AND GREAT BRITAIN. Agreement relative to China.*—October 16, 1900. Her Britannic Majesty's Government and the Imperial German Government, being desirous to maintain their interests in China and their rights under existing Treaties, have agreed to observe the following principles in regard to their mutual policy in China :— 1. It is a matter of joint and permanent international interest that the ports on the rivers and littoral of China should remain free and open to trade and to every other legitimate form of economic activity for the nationals of all countries without distinction; and the two Governments agree on their part to uphold the same for all Chinese territory as far as they can exercise influence. 2. Her Britannic Majesty's Government and the Imperial German Government will not, on their part, make use of the present complication to obtain for themselves any territorial advantages in Chinese dominions, and will direct their policy towards maintaining undiminished the territorial condition of the Chinese Empire. 3. In case of another Power making use of the complications in China in order to obtain under any form whatever such territorial advantages, the two Contracting Parties reserve to themselves to come to a preliminary understanding as to the eventual steps to be taken for the protection of their own interests in China. 4. The two Governments will communicate this Agreement to the other Powers interested, and especially to Austria-Hungary, France, Italy, Japan, Russia, and the United States of America, and will invite them to accept the principles recorded in it. *Text as printed in British Treaty Series, 1901, No. 1. Printed also in Rockhill, p. 62; China, 1900, No. 5; Hertslet, p. 591; Recueil, p. 408. See Note to this document, post, p. 264. Note. The replies of the several Governments to the communications provided in Article 5, are herewith quoted (or translated) from China, 1900, No. 5:— AUSTRIA-HUNGARY. "MY LORD, Sir F. Plunkett to the Marquess of Salisbury. Vienna, October 25, 1900. "On receipt of your Lordship's telegram of the 20th instant, I at once called upon the German Ambassador in order to concert with his Excellency for communicating to the Austro-Hungarian Government the Agreement respecting China which your Lordship had signed with the German Ambassador in London on the 16th instant. Prince Eulenberg expressed much satisfaction at your Lordship having desired me to concert with him for the communication of this Agreement, and my telegrams of the 21st and 23rd instant will have shown that, in view of the absence from Vienna of Count Goluchowski, and in view of the fact of Prince Eulenberg being confined to his house with a cold, we decided to communicate the Agreement to Count Szecsen through our respective Secretaries of Embassy. "Mr. Milbanke and Baron Romberg, therefore, went to the Foreign Department next morning and made communication separately of the Agreement. "Count Szecsen called at this Embassy and at the German Embassy the day before yesterday to say that he had informed the Emperor and Count Goluchowski of this communication, and was authorized to state that the Austro-Hungarian Government had heard with pleasure that Great Britain had come to this understanding with Germany, and accepted willingly the principles recorded in the Agreement which had been signed by your Lordship and the German Ambassador in London. FRANCE. "I have, &c. "F. R. PLUNKETT." Memorandum communicated by M. Cambon, Oct. 31st 1900. "(Translation.) "The Government of the Republic has taken note of the arrangement of October 16th, between the German and English Governments, which was communicated to it by the Ambassadors of Germany and England at Paris. 66 The Government of the Republic has long manifested its desire to see China opened to the economic activity of the whole world: hence the emphatic adherence that it gave, in the month of December last, to a proposal of the Government of the United States prompted by the same preoccupation. Its feeling in that regard has not been changed. "As to the integrity of China, the Government of the Republic is the more ready to assert that principle, having made it, and having on several occasions declared it, the basis of its policy in the crisis for which the joint efforts of the Powers are seeking to find a satisfactory solution. The universal assent to this principle seems to the Government of the Republic a sure guarantee for its being respected; and if, contrary to all expectation, it should suffer any derogation, France would take the circumstances into consideration, with a view to the safeguarding of its interests and of the rights which it possesses under the Treaties. October 31st, 1900." Ministry of Foreign Affairs, "M. L'AMBASSADEUR, "In your note of yesterday your Excellency communicated to me, in accordance with instructions received from your Government, the Agreement arrived at on the 16th instant between Lord Salisbury and Count Hatzfeldt with regard to China. "The two Contracting Governments having pledged themselves to give notice of their Agreement to the Powers interested, especially to France, Italy, Japan, Austria-Hungary. Russia, and the United States with an invitation to agree to the principles enunciated therein, your Excellency asked me whether these principles were accepted by the Italian Government. |