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not hitherto frequented by steamers shall be opened as gradually as may be convenient to merchants and only as the owners of steamers may see prospect of remunerative trade.

In cases where it is intended to run steam vessels on waterways on which such vessels have not hitherto run, intimation shall be made to the Commissioner of Customs at the nearest open port who shall report the matter to the Ministers of Commerce. The latter in conjunction with the Governor-General or Governor of the Province, after careful consideration of all the circumstances of the case, shall at once give their approval.

8.—A registered steamer may ply within the waters of a port, or from one open port or ports to another open port or ports, or from one open port or ports to places inland, and thence back to such port or ports. She may, on making due report to the Customs. land or ship passengers or cargo at any recognized places of trade passed in the course of the voyage; but may not ply between inland places exclusively except with the consent of the Chinese Government.

9. Any cargo and passenger boats may be towed by steamers. The helmsman and crew of any boat towed shall be Chinese. All boats, irrespective of ownership, must be registered before they can proceed inland.

10. These Rules are supplementary to the Inland Steam Navigation Regulations of July and September, 1898. The latter, where untouched by the present Rules, remain in full force and effect; but the present Rules hold in the case of such of the former Regulations as the present Rules affect. The present Rules, and the Regulations of July and September, 1898, to which they are supplementary, are provisional, and may be modified, as circumstances require, by mutual consent.

Done at Shanghai this 5th day of September in the year of our Lord, 1902; corresponding with the Chinese date, the 4th day of the 8th moon of the 28th year of Kwang Hsü. (L.S.) JAS. L. MACKAY. (Signature of his Excellency Lü Hai-huan.) (Signature of his Excellency Shêng Hsuan-huai.)

(Seal of the Chinese Plenipotentiaries.)

NUMBER 1902/8.

RUSSIA (Russo-Chinese Bank) AND CHINA.

Loan Contract and Operating Contract for the Chengtingfu-Taiyuanfu Railway.* -October 15, 1902.

Between the undersigned:

(1)-Loan Contract.

(1) The Imperial Chinese Railway Company, represented by H. E. Sheng Hsüan-huai, its Director General, duly empowered by the Chinese Government; (2) The Russo-Chinese Bank, represented by Mr. C. R. Wehrung, one of its Directors, with full powers, acting for said Bank;

It has been agreed and settled as follows:

ARTICLE I.-Under the terms of the Imperial Edict of July 8, 1897, and May 17, 1898, i. e., the 9th day of the 6th moon of the 23d year, and the 24th day of the 3d moon of the 24th year of the reign of Kuang Hsü, the Governor

*Translation from French versions, as printed in Wang, pp. 187, 211, of the Chinese texts. Extracts from the Loan Contract are printed in Rockhill, p. 313.

The terms of these contracts are, mutatis mutandis, almost identical with those of the Kaifengfu-Honanfu Railway Contracts of November 12, 1903 (No. 1903/7, post).

The Chengtingfu-Taiyuanfu_Railway is generally known, from the first characters of

the names, as the Cheng-Tai Railway.

and the Director of the Commercial Bank of Shansi were authorized to sign a loan contract with the Russo-Chinese Bank for the building of a railway from Chengtingfu to Taiyuanfu.

This line, having a length of about 250 kilometers, forms a natural branch of the Hankow-Peking line; consequently the Governor of Shansi, in a report dated June 25, 1902, i. e., the 18th day of the 5th moon of the 28th year of the reign of H. M. Kuang Hsü, proposed to the Chinese Government to instruct the Director of the Imperial Chinese Railway Company to personally take up the

matter.

The recommendation was approved, and H. E. Sheng Hsüan-huai, Director General of the Imperial Chinese Railway Company, received instructions from the Chinese Government, in virtue of a Decree of September 7, 1902, i. e., the 6th day of the 7th moon of the 28th year of the reign of Kuang Hsü, as a consequence of a joint report presented by the Wai-wu Pu and the Central Bureau of Mines and Railways, to negotiate a new loan contract for said railway with the Russo-Chinese Bank. Before signing the present contract, H. E. Sheng Hsüan-huai has submitted it for ratification by the Chinese Government which has ratified it by a decree of October 13, 1902, i. e., the 14th day of the 9th moon of the 26th year of the reign of H. M. Kuang Hsü, of which a copy is annexed to the present contract (Annex No. 1).

Under the terms of this edict, H. E. Sheng Hsüan-huai has decided to make a Government 5% foreign gold loan of a nominal principal of 40,000,000 francs.

This loan will be known as the Chinese 5% Loan of 1902 (i. e., Emprunt Chinois 5%, 1902).

It is understood that the present contract, upon its signature, will annul all previous contracts concerning the railway from Chengtingfu to Taiyuanfu, signed by the Governor of Shansi in favor of the Russo-Chinese Bank.†

gold.

ARTICLE II.-This Loan will be represented by 80,000 bonds of 500 francs

These bonds, the text of which is annexed (Annex No. 2) to the present contract, will be signed in the name of the Imperial Chinese Government by the Minister Plenipotentiary of China at Paris, under due instructions of his Government.

They will be issued in blocks (ie., coupures) of from 1 to 5 bonds, in such proportions as the Russo-Chinese Bank shall indicate, and will be prepared at the latter's expense.

They will bear 5% interest per annum on the nominal principal, payable in gold.

Interest will run from the day of payment of instalments (i. e., du jour des versements), and will be payable September 1st and March 1st, each year. Matured and paid coupons will be classified in numerical order by the Russo-Chinese Bank and at its expense.

ARTICLE III.-The Loan will be redeemed in twenty years, counting from the tenth year of issue, by the method of drawing lots, annually, at Paris in the

See Note to this document, post, p. 367.

offices of the Russo-Chinese Bank, in accordance with the table annexed to the present Contract (Annex No. 3).

The drawings of lots will take place on the second Tuesday of January, each year; the first drawing will take place on that date, beginning with the tenth year after the issue of the Loan.

The numbers of the bonds drawn will be published in four newspapers at the expense of the Russo-Chinese Bank.

ARTICLE IV. The bonds drawn by lot will be paid in gold at their nominal value, on the date of the coupon falling due next after the drawing.

Bonds presented for repayment must have attached all coupons not yet paid, and the amount of missing coupons will be deducted from the principal to be repaid.

Interest on bonds will cease to run from the day set for repayment.
Paid bonds will be classified by the Russo-Chinese Bank and at its

expense.

ARTICLE V.-The Imperial Chinese Government denies itself the right to undertake, before September 1, 1911, an increase of the rate of amortization, or a repayment of the whole amount of the Loan, or its conversion. After that date, it will be free to repay the Loan at any time whatsoever, before the due dates, and once the repayment is effected, the Contract will be declared. cancelled.

ARTICLE VI.-Coupons and amortized bonds will be payable in francs, in Paris, in the offices of the Russo-Chinese Bank or of the institutions which that Bank may designate.

ARTICLE VII.—The payment of interest and the repayment of bonds provided for in the present Loan are guaranteed by the general revenues of the Imperial Chinese Government.

Furthermore, in virtue of the authorization already given by the Chinese Government, and by agreement with it, the Imperial Chinese Railway Company declares that it makes a special preferential assignment for the payment of interest and principal of the present Loan, and consequently grants and assigns in favor of the said obligations all the net revenue of the line from Chengtingfu to Taiyuanfu, after the regular payment of all expenses of management and operation, in full, as is elsewhere indicated in an Operating Agreement concluded between the Imperial Chinese Railway Company and the Russo-Chinese Bank, which Agreement is annexed hereto and forms an integral part of the Contract.

This assignment is made exclusively and irrevocably until the complete redemption of the bonds of the present Loan.

ARTICLE VIII.-After having noted the amount of the net receipts, the Imperial Chinese Railway Company will direct the Russo-Chinese Bank to convert into gold, to the best advantage of the Imperial Chinese Railway Company, up to the amount necessary to assure the service of the Loan at the next semiannual due-date, the funds derived from the net revenues from operation.

Transfers to the branch of the Russo-Chinese Bank in Paris will continue until the amount necessary for the entire service of the Loan at the following

semi-annual due-date has been realized in gold, and in such manner that that service is assured at least three months before that semi-annual due-date.

The depositaries will make use of these sums in the manner most advantageous to the interests of the Imperial Chinese Railway Company.

The account into which these sums are paid will be debited, twenty days. before the semi-annual due-date, with the amount necessary for the service of the Loan, interest, amortization, transfer charges and commissions, as contemplated by the present Contract.

ARTICLE IX.-The bank which has received the loan funds on deposit will have the right, without further authorization, to draw upon the funds on deposit for the amount of coupons payable during the period of construction. Only, it will have to give notice thereof to the Director General of the Imperial Chinese Railway Company.

ARTICLE X.-To insure the guarantee just given to the bonds of the present Contract, the Imperial Chinese Railway Company grants these bonds a special first mortgage (i. e., une garantie spéciale de premier rang) on the railway from Chengtingfu to Taiyuanfu, on its fixed and rolling stock and on its receipts.

This special assignment is accepted in the name of the bondholders by the Russo-Chinese Bank. In case of the non-fulfilment of the obligations assumed by the Imperial Chinese Railways in the present Contract, the Russo-Chinese Bank will have full power to take such action against the said property as may result from this special assignment.

ARTICLE XI. The foregoing stipulations do not constitute an obstacle to the direct responsibility of the Imperial Chinese Government in relation to the present Loan, as that responsibility is specified in Article VII.

The Imperial Chinese Government consequently undertakes to make up the sum necessary for the service of the loan, in gold, in case the sums derived from the net revenues of the line from Chengtingfu to Taiyuanfu and paid over by the Imperial Chinese Railway Company, should not have produced, after conversion into gold, at least three months before the next semi-annual due-date, an amount sufficient to assure that service.

In that case, upon a demand addressed to it, the Imperial Chinese Government must place at the disposal of the Russo-Chinese Bank, sixty days before the next semi-annual due-date, in gold or in securities deemed sufficient to produce it in gold, the amount that shall have been indicated to it as being necessary to make up that service.

ARTICLE XII. From the sums derived from these deposits by the Imperial Chinese Railway Company, or from the payments by the Imperial Chinese Government, the Russo-Chinese Bank will in due season draw for the amounts necessary for the service of the Loan, in accordance with the needs as determined during the preceding half-year.

ARTICLE XIII.—The Imperial Chinese Government will pay to the branch of the Russo-Chinese Bank in Paris, or to the firms or institutions charged with the service of the Loan, a commission of 4%, that is, 25 francs per 10,000 francs, on the amount of the coupons paid, and a commission of 4% on the

amount of the bonds drawn by lot or amortized in consequence of anticipated repayments. The amount of this allowance will be drawn each half-year from the balance of available revenues from operation, and in case of insufficiency it will be paid immediately by the Chinese Government.

ARTICLE XIV.-The Imperial Chinese Government binds itself to respect, and cause to be respected, the privilege stipulated in favor of the bonds by Article IX of the present convention, and to hold free and exempt from all taxation( i.e., à maintenir quittes, libres et affranchis de tout impôt quelconque) the bonds and coupons and all operations whatsoever connected with the service of the Loan.

ARTICLE XV.-Coupons which have not been presented for payment within five years after their due-date will be prescribed in favor of the Imperial Chinese Government: the time-limit shall be thirty years in the case of amortized bonds. Upon the death of any bondholder of the present Loan, the bonds shall be transferred and shall belong to his heirs, in conformity with the inheritance laws in force in the country of which the bondholder was a subject.

The payment of coupons and the repayment of bonds will be made to the holders, in time of war as in time of peace, without distinction whether they be subjects of friendly States or of Enemy States.

In case of loss, theft or destruction of bonds of the present Loan, the Imperial Chinese Government authorizes the Russo-Chinese Bank to replace the bonds at its own expense, after what is deemed sufficient proof shall have been furnished it of the loss of the bonds and title-deeds of the claimants.

ARTICLE XVI.-The Imperial Chinese Government, through its representatives in Europe, will at once take the necessary steps and furnish the documents to obtain the admission of the present Loan to official quotation upon the Bourses of St. Petersburg and Paris.

ARTICLE XVII.-Of the whole amount of the present Loan, amounting to a nominal principal of 40,000,000 francs, the Russo-Chinese Bank buys outright 22,000,000 francs of nominal principal, or 44,000 bonds of 500 francs, delivery to date from payment to the Branch of the Russo-Chinese Bank in Paris, at the price of 90%, that is to say, for the total sum of 19,800,000 francs.

ARTICLE XVIII.—The proceeds of this purchase, in conformity with the estimates of expense as calculated by the Russo-Chinese Bank, will, by agreement with the Imperial Chinese Railway Company, be either deposited by the said Bank with its Paris branch, or sent to its Shanghai branch, for the requirements of the Imperial Chinese Railway Company.

It is understood that the Russo-Chinese Bank will be bound to turn over these amounts only upon the conditions and under the reservations indicated in Article XX hereafter.

It is furthermore understood that a portion of the proceeds of the bondsat least one-fifth-will be deposited, after conversion into silver, in the Imperial Bank of China.

This deposit will serve to meet the requirements of construction at such time as a conversion of the funds might be too prejudicial to the interests of the Company.

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