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null and void and no price need be paid on them, nor need they be redeemed, but any net profits still due on them shall have to be fully paid up according to their amounts before the same are cancelled.

ARTICLE 21.-If any proceeds of the sale of bonds are lying unused and bearing interest on their deposit whilst the construction of the railway is going on, such interest is to go to the general account of the Chinese Railway Administration, in order that the Railway Administration may enjoy the full advantage thereof.

It is also agreed that if the Corporation shall find it necessary, before the sale of any of the bonds, to advance any money for the work, the expense of effecting such advances, together with the interest thereon, not exceeding a charge of 6 per cent. per annum shall be deducted from the interest derived from the above-mentioned unused proceeds of the sale of the bonds, or otherwise to be provided for in the construction accounts. It is further agreed that the proceeds of the first sale of the bonds immediately following any such advance shall be used to pay off the said advances, so as to save the cost of the aforesaid charge.

ARTICLE 22.-If any of the bonds still remain unredeemed, when the fifty years of the term of the loan are about to expire, the Director-General will, within two years preceding the expiry of the said term, negotiate by writing with the Corporation for an extension of the term of the loan; and if six months shall have expired after such negotiations in writing and no definite arrangements shall have been come to, the Chinese Government shall be at liberty. to take steps to devise means for procuring elsewhere funds to pay off the loan. and to redeem the bends and cancel the mortgage.

ARTICLE 23.-The existing Shanghai-Woosung Line (as soon as the price agreed upon is ready to be handed over to the Railway Administration) shall be taken over as part of the Shanghai-Nanking system, and the earnings and administration of this section shall be treated in like manner as the ShanghaiNanking line. The price of the Shanghai-Woosung Line shall be taken at taels 1,000,000 and this amount shall be paid to the Chinese Railway Administration. out of the proceeds of the loan.

ARTICLE 24.-Immediately after the signature of the Agreement, and before the issue of any prospectus of the loan to the public, the Director-General shall memorialize the Throne and obtain an Imperial Edict confirming and sanctioning the provisions of this Agreement. The Imperial Edict so received shall then be officially communicated without delay to the British Minister in Peking by the Wai-Wu-Pu.

ARTICLE 25.-This Agreement is executed in quintuplicate in English and Chinese, one copy to be retained by the Railway Administration, one by the Wai-Wu-Pu, one by the Bureau of Railways and Mines at Peking, one by the British Minister in Peking, and one by the Corporation, and should any doubt arise as to the interpretation of the Agreement the English text shall be accepted as the standard.

Signed at Shanghai by the Contracting Parties this fifteenth day of the

intercalary fifth month of the twenty-ninth year of the Emperor Kwang-Hsü, being the ninth day of July nineteen hundred and three of the Western Calendar. JARDINE, MATHESON & CO.,

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THE BRITISH & CHINESE CORPORATION, Ltd.

Witness to the Signatures of David Landale and H. M. Bevis

BYRON BRENAN.

Note 1.

The text of the Preliminary Agreement of May, 1898, is thus given in Rockhill, p. 281:

Preliminary Agreement for Shanghai-Nanking Railway.-May 13, 1898. "This preliminary agreement is made between Sheng Tajen Director General of the Chinese Imperial Railway Administration acting under authority of the Imperial Chinese Government of the one part and the British Firm of Jardine, Matheson & Company for themselves and on behalf of the Hongkong and Shanghai Banking Corporation representing as joint Agents a British Syndicate hereinafter called The Syndicate.

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'It is agreed as follows:

"1.-The said Director General of the Chinese Railway Administration authorises the Syndicate to issue a sterling loan for an amount not exceeding three million sterling in such manner and on such terms as the Syndicate may decide, but on terms and conditions as between the Syndicate and the said Director General of the Chinese Railway Administration as are hereinafter detailed.

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"The loan shall be issued as soon as possible after the signing of a final agreement and is designed to raise the capital for building [? the railway.-Editor.] which the said Sheng Tajen is authorised by Chinese Imperial Edict to construct from Shanghai to Nanking. 2.-The building capital thus provided for is to include interest on itself during the period of construction and the said Chinese Railway Administration undertakes to buy and pay for the land required for the sections now referred to i. e. Shanghai to Nanking in accordance with plans and surveys to be approved by the Agents of the aforesaid Syndicate and the said Director General.

3. The rate of interest for the loan shall be 42% (four and one-half per cent) on the nominal principal issued by the Syndicate and shall be paid by the Syndicate out of the monies so raised for three years from date of issue or up to such nearer date as that on which the lines referred to are completed. After the said three years the said interest shall be provided by the said Railway Administration in Shanghai in accordance with the amounts and dates of a schedule to be drawn up.

"4.-The terms of loan shall be fifty years and commencing two years after completion of the lines referred to or in any case five years after payment of loan in whole or in part repayment of principal shall be made by a sinking fund which shall be paid by the said Chinese Railway Administration in half yearly instalments in accordance with the amounts and dates of the said schedule and the amortization shall not be increased nor reduced nor shall the loan be converted or redeemed by the Chinese Railway Administration or in any other manner without the assent of the said Syndicate provided always that on twelve months notice being given by the said Railway Administration they have the right to redeem the whole loan still outstanding at par at the end of twenty five years from date of the Final Agreement or at 1021⁄2 after 121⁄2 years.

"5. The total half yearly payment due for amortization and interest shall be paid as aforesaid to the Agents of the said Syndicate in Shanghai fourteen days before the due dates mentioned in the aforesaid schedule in Shanghai Sycee sufficient to meet such payments in sterling in London the rate of exchange for which shall be settled with the Hongkong and Shanghai Bank on the said date of payment.

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"6.-To provide for the possibility of the revenue of the aforesaid railway at any time being insufficient to cover the sums so due for interest and amortization a clause is to be mutually agreed to as to satisfactory security before signature of the Final Agreement.

"7.-The Syndicate shall issue and is hereby authorised to issue to subscribers to the loan now contracted Bonds for the total amount of the loan in pounds sterling in such and for such respective amounts as may appear advisable to the Syndicate which shall

arrange the wording in agreement with the Director General of the Chinese Imperial Railway Administration and these Bonds shall be sealed or signed by the Minister for China in London and the Director General of Chinese Railway Administration subject to Final Agreement.

"8. This loan shall be secured by mortgage now entered into in equity and to be hereafter entered into specifically on the railway now being completed between Woosung and Shanghai and also on all lands material rolling stock buildings and property and premises of every description purchased and to be purchased by the said Railway Administration for the railways herein referred to and on the revenue of all descriptions derivable therefrom and the Chinese Imperial Railway Administration hereby order and guarantee that no further mortgage or loan shall be created or permitted on the said lines and other securities without the written sanction of the aforesaid Syndicate.

"9.-The Deed of Agreement shall be executed in quadruplicate and confirmed by Chinese Imperial Edict; one copy to be retained by the Railway Administration one by the Tsungli yamen one by the British Minister in Peking and one by the Syndicate and should any doubt arise as to the interpretation of this agreement the English text is to be accepted.

"10.-All Bonds and Coupons and payments made and received with the service of this loan shall be exempt from Chinese taxes and imposts of all or every description for ever and all material of every kind or description also to be imported into China or to be brought from the Provinces of China to the scene of work free from taxation of every nature whether Imperial Provincial or Municipal during the currency of this loan, and further it is agreed by the Imperial Chinese Government that no tax or impost of any kind shall be enacted or levied on the revenue of the said Railway Administration or on passenger tickets or freight notes thereby.

“All details necessary for the prospectus and connected with the service of the Bondholders anent interest or amortization of this loan not herein explicitly provided for shall be left for arrangement by the Syndicate who at its own expense shall issue and are hereby authorised to issue a prospectus of the loan as soon as possible after the signing of a Final Agreement. The Tsungli yamen will instruct the Minister for China in London to give the Syndicate all assistance in any matters where his cooperation may be deemed helpful.

"11.-In order to provide for final authority in matters of construction or administration it is agreed that before the Final Agreement is made a clause is to be drafted mutually acceptable to the Agents of the Syndicate and to the Director General of the Chinese Imperial Railway Administration providing for a Board of Control' to be composed of the Director General of the Chinese Imperial Railway Administration as Chairman and a nominee of his together with the representative of the Agents of the Syndicate and the chief Engineer and Secretary hereinafter mentioned.

"12.-The Railway Administration shall during the continuance of the loan maintain the railway buildings works rolling stocks and dependencies in good order and condition and shall increase the rolling stock to such extent as the Board of Control during the period of the aforesaid sterling loan may find necessary for the requirements of the traffic.

"13. The residue of the net profits in each year after paying the sum annually due for interest and redemption of the loan and all other sums which may for whatsoever cause be due to the Syndicate shall be divided into five shares one to be paid to or retained by the said Syndicate and the others to be paid or retained by the Railway Administration but after completion of the lines now provided for and on their revenue proving sufficient to meet the interest and redemption of loan, there is to be deducted before division of profits interest at the rate of 6% per annum on the value of land purchased by the Chinese Railway Administration and entered in a Land Register Book and in consideration of this the earnings and administration of the Woosung and Shanghai line are to be treated in like manner as the Nanking section and thus go to the general profit and loss account and the Syndicate are to participate therein as in the Nanking section, subject however to a charge of 6% interest on about Taels 500,000 being cost of the Woosung line. The title deeds for land already or subsequently acquired and hypothecated to this Syndicate shall be delivered to the Agents after entry in the Land Register Book which is to be kept by the account; the book shall also contain exact entries of the sums paid for such land thus showing the aggregate sum so expended.

"14.-The accounts of the Railway Administration shall be kept in Shanghai currency. "15.-The Chief Engineer taking charge of the construction and the working of the railway shall be nominated by the Agents for the Syndicate with the concurrence of the said Director General and shall be paid by the Railway Administration. In like manner a European Secretary and Accountant shall also be appointed and paid; and the Chief Engineer will subject to the assent of the Board of the Control nominate the entire staff of Railway Officials.

"16.-The Syndicate will on completion of a survey report map and estimate (to be approved by the said Director General) now to be commenced by Engineers nominated

by them name a definite price at which they engage to take the said loan; it will be based on a current quotation of 82 dated 24th April but it is necessarily subject to the state of London money market at date of final agreement; due advantage also being given to the Railway Administration in case of improvement. In the event of the price named not being acceptable to the Railway Administration the cost of the survey will be borne by the Syndicate but otherwise will form part of the rail construction charges.

"17.-The books of the Administration shall be kept both in English and Chinese and all monies provided by the Syndicate shall be dealt with through an account to be kept in Shanghai with the Hongkong & Shanghai Bank; this account will be disbursed for the construction of the lines and for expenses consequent thereon upon the Chief Engineer's certificate. The whole accounts of the Railway Administration shall be subject to the inspection of the Syndicate and it is further agreed that the revenue or earnings of the railway shall be paid into the said account with the Hongkong & Shanghai Bank for final treatment but at places where the Hongkong & Shanghai Bank has no Agency and the Imperial Bank of China is established disbursements and receipts will be dealt with through the latter in accordance with the final agreement.

"18.-The Agents for the Syndicate will during the currency of this loan be entitled to deduct a commission at the rate of 4% on all remittances for interest or redemption of the aforesaid loan.

"19-To provide for the possibility of the whole amount of the instalments of the loan with accrued interest paid by the Syndicate not being sufficient for the complete construction of the lines now undertaken by the Railway Administration, a clause giving satisfactory security is to be mutually agreed to before signature of the final agreement.

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20.-The provisions of a final agreement shall immediately after signature and before the issue of any prospectus of the loan be confirmed and sanctioned by an Imperial notification which shall be officially communicated to the British Minister by the Tsungli yamen. "21.-It is further agreed between the parties to this agreement and accepted by the said Railway Administration that material from Hupeh Works when certified by the Chief Engineer to be equally suitable shall have preference, defects in samples rendered being pointed out by the Chief Engineer in order that suitable material may on the next occasion be produced; and with regard to material to be imported either for the construction of the line or in rolling stock that where specified by the Chief Engineer the name of maker so specified is to be accepted provided the Board of Control concur as to prices, that in cases where no maker is specified one half is at the option of the Syndicate and the other to be by tender; this clause is subject to redrafting for final agreement.

"22.-It is agreed that if at any time the Chinese Imperial Railway Administration wish to extend their lines that the Syndicate shall have the option of undertaking extensions on like terms for Railways designed to run in connection with those herein mentioned subject to Imperial Edict being obtained for such extensions or branches by Memorial of the said Railway Administration and the respective Viceroys and Governors.

"23.-Pending completion of the aforesaid survey and the subsequent naming of a definite price of loan the said Imperial Chinese Railway Administration undertake to commence or continue no negotiations with other parties for the purposes referred to in this agreement and the Syndicate by their Agents undertake to use promptitude and every exertion to carry out the terms of this preliminary arrangement.

"24.-The Syndicate being desirous to take up the extension of the said Railways_(as mentioned in the above clause) and it being intended to run a line starting from PooKow on the shore opposite to Nanking and ending near Sin Yang Chow where the extension would join the trunk line from Hankow to Peking the Imperial Chinese_Railway Administration agrees to memorialize the Throne for permission to allow the Syndicate to carry out the extension. The Syndicate will at once send an Engineer to make the necessary survey and on the estimate being given will make the loan in accordance with the conditions as agreed upon in the above agreement.

"25. This preliminary agreement is signed by the Director General of the Imperial Chinese Railway Administration who will in case there should arise local difficulties consult with the Viceroy of Nanking and the Governors will in conjunction with the Director General Memorialize the Throne before the Final Agreement is signed.

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Signed by the contracting parties this twenty third day of the intercalary third month of the twenty fourth year of the Emperor Kuang Hsu being the thirteenth day of May, 1898 of the Western Calendar."

Note 2.

See, in connection with the system of control provided by Article 6, the Working Agreement of April 13, 1908, and the arrangement in connection with the modification of the system of control, of the same date, thus given in Wang, pp. 263 and 271:

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"Whereas it has been agreed between the parties to the Loan Agreement that for more convenient carrying out of the duties imposed on the Board of Commissioners of supervising the matters referred to in article 6 of the said Agreement the Board of Communications shall from time to time nominate a Chinese official of suitable rank and qualifications as a Chinese member of the Board of Commissioners to be elected (after acceptance by the Corporation) as the Chairman of the last mentioned Board and under the same Board to supervise the construction and operation of the Railway with the title of Managing Director and Whereas it is expedient that the position of such Managing Director both in relation to the Board of Commissioners and to the Engineer-in-Chief and the Departmental Heads of the Railway Staff should be clearly defined so that questions may not arise in future.

"Resolved.

"1.-That Mr. Chung Mun Yew who has been duly nominated by the Board of Communications and accepted by the Corporation be elected Chairman of this Board with the title of Managing Director.

"2.-The Managing Director shall on behalf of the Board of Commissioners exercise the authority of the Board in the matter of general supervision of the working of the Railway and general control of all employees and otherwise discharge the duties and functions of the said Board in accordance with the terms of the Loan Agreement.

"3.-The Engineer-in-Chief shall be the General Manager of the Railway and shall be responsible to the Managing Director, as the representative of the Board's authority, for the details of the Railway Management including general control of the various Departments and the appointment of subordinate employees of the rank of foremen and under. With regard to the performance of his duties the General Manager shall in all respects regard the Managing Director as the Representative of the Board's authority and consult him in all matters pertaining to the appointment and dismissal of all employees excepting those below the rank of foreman and/or Assistant Station Master.

"With the written sanction first obtained of the Board the General Manager may delegate to any Head of a Department such powers as may be reasonably necessary for the effective control of his Department.

"4.-The following shall rank as Heads of Departments:

The Traffic Manager (Mr. Pope)

The Secretary and Assistant General Manager

The Senior Engineer of the Engineering Department

The Chief Accountant

The Locomotive Superintendent

The Chief Storekeeper

The Medical Officer

"All Heads of Departments shall furnish monthly reports to the Managing Director and in particular the Chief Accountant shall furnish a monthly report and statement of accounts in which Capital and Revenue Accounts shall be clearly distinguished and in which all items of income and expenditure shall be properly allocated under various headings. Heads of Departments shall furnish to the Managing Director, through the General Manager, whenever required, such special information as he may call for in regard to the condition and working of the various offices or Departments, it being understood that the Accountant's Department reports direct to the Managing Director.

"5.-The Managing Director shall cause the monthly reports of the Heads of Departments to be circulated with as little delay as possible by the Secretary to all the members of the Board of Commissioners.

"6.-All indents for materials and goods of foreign origin whether purchased locally or from abroad shall be signed by the Managing Director and countersigned by the Chief Accountant. In case of special emergency where goods or materials are required to be purchased locally, such purchase shall immediately be reported for the information and approval of the Managing Director. The Managing Director shall cause a monthly statement of such indents to be circulated to all the members of the Board of Commissioners. It is understood that Commission is chargeable by the Corporation as Agents of the Railway on all purchases of materials of foreign origin except urgent local purchases involving an expenditure of not more than $2,500 for any one order, it being understood that such local purchases shall always be economically advantageous to the Railway and that for amounts exceeding $2,500 tenders shall always be called for through the Agency of the Corporation.

"7. All cheques shall be signed by the Managing Director and countersigned by the Chief Accountant.

8. All transfers of Loan funds from London shall be made in accordance with existing procedures, that is to say, that the requisition for transfer shall be signed by the

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